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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 30, 2000
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _____ to ____
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Commission File Number 0-15362
NAVTECH, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 11-2883366
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2340 Garden Road
Monterey, California 93940
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:
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(519) 747-9883
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
The number of shares outstanding of the issuer's common stock as of May 31, 2000
was 2,651,980 shares.
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NAVTECH, INC.
FORM 10-QSB
For the Quarter Ended April 30, 2000
INDEX
Part I. Financial Information
Item 1. Financial Statements Page
a) Consolidated Statements of Operations (Unaudited)
for the Six Months and Three Months Ended
April 30, 2000 and 1999................................. 1
b) Consolidated Balance Sheet (Unaudited)
as of April 30, 2000.................................... 2
c) Consolidated Condensed Statements of Cash Flow
(Unaudited)for the Six Months Ended
April 30, 2000 and 1999................................. 3
d) Notes to Consolidated Financial Statements.............. 4
Item 2. Management's Discussion and Analysis
or Plan of Operation........................................ 7
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds...................11
Item 6. Exhibits and Reports on Form 8-K............................11
Signatures....................................................................12
Part I. Financial Information
Item 1. Consolidated Financial Statements
NAVTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Six Months Ended Three Months Ended
April 30 April 30
2000 1999 2000 1999
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Revenue
Service fees $2,857,659 $2,232,151 $1,491,962 $1,152,823
Hardware, software and license sales 778,768 314,706 168,673 314,706
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Total revenue 3,636,427 2,546,857 1,660,635 1,467,529
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Costs and Expenses
Operating 2,146,211 1,877,890 977,239 976,841
Research and development, net of Investment Tax
Credits 43,491 11,534 39,951 5,833
Selling, general and administrative 750,665 396,848 323,345 180,726
Depreciation and amortization 54,029 42,477 28,530 22,002
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Total costs and expenses 2,994,396 2,328,749 1,369,065 1,185,402
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Operating income 642,031 218,108 291,570 282,127
Other income (expense)
Interest income 29,567 25,841 13,750 13,293
Interest expense - related parties (52,788) (24,853) (25,545) (13,340)
Interest expense - other (108,266) (160,420) (64,283) (88,990)
Provision for bad debt - related party (18,921) (79,980) - (22,868)
Realized foreign exchange loss (14,823) (30,375) 5,239 (11,893)
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Income (loss) before income taxes 476,800 (51,679) 220,731 158,329
Provision for income taxes 237,795 - 101,795 -
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Net earnings (loss) $ 239,005 $ (51,679) $118,936 $158,329
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Earnings (loss) per share:
Basic $ 0.11 $ (0.03) $ 0.05 $ 0.08
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Diluted $ 0.07 $ (0.03) $ 0.03 $ 0.08
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See accompanying notes
1
NAVTECH, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
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April 30
2000
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Assets
Current assets:
Cash and cash equivalents $ 114,874
Accounts receivable, net of allowance for doubtful accounts of $173,432 990,031
Prepaid expenses and other 47,583
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Total current assets 1,152,488
Investment tax credits receivable, net of allowance 226,352
Fixed assets, net 428,054
Due from related party 308,273
Other assets 121,924
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Total assets $ 2,237,091
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Liabilities and shareholders' deficiency Current liabilities:
Accounts payable and accrued liabilities $ 1,014,348
Note payable - factoring 155,289
Income taxes payable 234,128
Due to related parties - current portion 274,055
Long term debt - current portion 116,975
Deferred lease inducements - current portion 14,683
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Total current liabilities 1,809,478
Due to related parties 404,837
Long term debt 16,733
Deferred lease inducements 80,752
Minority interests 241,896
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Total liabilities 2,553,696
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Commitments and contingencies
Shareholders' deficiency
Capital stock, par value $.001 per share, authorized 10,000,000
shares; issued and outstanding 2,651,980 shares 2,652
Additional paid-in capital 2,273,545
Accumulated other comprehensive income 50,937
Accumulated deficit (2,643,739)
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Total shareholders' deficiency (316,605)
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Total liabilities and shareholders' deficiency $ 2,237,091
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See accompanying notes
2
NAVTECH, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
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Six Months Ended
April 30
2000 1999
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Operations
Net income (loss) $ 239,005 $ (51,679)
Depreciation and amortization 54,029 42,477
Provision for uncollectable accounts (13,544) 3,491
Provision for bad debt - related party 18,921 79,980
(Increase) decrease in operating assets - net (110,636) 59,284
(Decrease) increase in operating liabilities - net (349,810) 93,703
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Net cash (used in) provided by operating activities (162,035) 227,256
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Financing
Cash overdraft - (44,927)
Payment of long term debt (150,519) (20,495)
Proceeds from issuance of common stock 593,750 -
Proceeds from long term debt - 58,413
Payment of notes (25,968) (61,473)
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Net cash provided by (used in) financing activities 417,263 (68,482)
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Investing
Purchase of fixed assets (138,677) (31,048)
Advances to parent company (9,401) (86,447)
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Net cash used in investing activities (148,078) (117,495)
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Net increase in cash and equivalents 107,150 41,279
Effect of exchange rates on cash and equivalents 3,220 (41,279)
Cash and equivalents, beginning of period 4,504 -
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Cash and equivalents, end of period $ 114,874 $ -
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See accompanying notes
3
NAVTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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DESCRIPTION OF BUSINESS AND ORGANIZATION
Navtech, Inc. ("Navtech") and subsidiaries, Navtech Systems Support Inc.
("Navtech-Canada"), Navtech Systems (UK) Limited ("Navtech-UK") and Efficient
Aviation Systems Inc. ("EAS") (herein referred to collectively as the
"Company"), are engaged in the business of developing, marketing, licensing, and
supporting computerized flight operations management systems to the commercial
aviation industry. Navtech was originally incorporated in the State of New York
in 1981 and then reincorporated in the State of Delaware in 1987.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated balance sheet as of April 30, 2000, the consolidated statements
of operations for the three and six months ended April 30, 2000 and 1999, and
the consolidated statements of cash flow for the six months ended April 30, 2000
and 1999 have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring accrual
adjustments) necessary to present fairly the financial position, results of
operations and cash flows for all periods presented have been made.
The consolidated financial statements include the accounts of Navtech and its
wholly owned subsidiaries, Navtech-Canada, Navtech-UK and EAS. All material
intercompany balances and transactions have been eliminated. In accordance with
Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translations," assets and liabilities of foreign operations are translated at
current rates of exchange while results of operations are translated at average
rates in effect for that period. Unrealized translation gains or losses are
shown as a separate component of shareholders' equity.
For information concerning the Company's significant accounting policies,
reference is made to the Company's Annual Report on Form 10-KSB for the year
ended October 31, 1999. Results of operations for the six months ended April 30,
2000 are not necessarily indicative of the operating results for the full year.
COMPREHENSIVE INCOME (LOSS)
The components of the Company's total comprehensive income (loss) were as
follows:
Six Months Ended Three Months Ended
April 30 April 30
2000 1999 2000 1999
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Net earnings (loss) $ 239,005 $ (51,679) $118,936 $158,329
Currency translation adjustments (238) 37 3,796 2,021
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Comprehensive income (loss) $ 238,767 $ (51,642) $122,732 $160,350
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4
EARNINGS (LOSS) PER SHARE
Basic earnings per share is computed on the basis of the weighted average number
of common shares outstanding. Diluted earnings per share is computed on the
weighted average number of common shares outstanding plus the effect of
outstanding stock options using the "treasury stock" method.
The components of basic and diluted earnings (loss) per share were as follows:
EARNINGS (LOSS) PER SHARE
(Unaudited)
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Six Months Ended Three Months Ended
April 30 April 30
2000 1999 2000 1999
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Net earnings (loss) (A) $ 239,005 $ (51,679) $ 118,936 $ 158,329
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Average outstanding shares of common stock (B) 2,210,313 2,001,980 2,418,647 2,001,980
Dilutive effect of:
Stock options 1,029,110 - 1,029,110 -
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Common stock and common stock equivalents (C) 3,239,423 2,001,980 3,447,757 2,001,980
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Earnings (loss) per share:
Basic (A/B) $ 0.11 $ (0.03) $ 0.05 $ 0.08
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Diluted (A/C) $ 0.07 $ (0.03) $ 0.03 $ 0.08
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Options and warrants to purchase 125,750 and 426,376 shares of the Company's
common stock have been excluded from the computation of diluted earnings per
share in 2000 and 1999, respectively, as their inclusion would be anti-dilutive.
COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On September 13, 1999, the Company received a demand from the attorneys for the
Chapter 11 Creditors Committee of Southern Air Transport, Inc. for alleged
preferential payments of $88,850 made to Navtech-Canada within 90 days of the
filing of the bankruptcy petition of the Debtor in the United States Bankruptcy
Court for the Southern District of Ohio on October 1, 1998. The Company is of
the view that the payments received were for contemporaneous consideration and
were therefore not preferential payments. The Company has further determined
that the matter is still under review and no adversary proceedings have been
launched as of April 30, 2000. At this time no determination of the eventual
outcome of potential loss can be made, and accordingly, no provision for this
matter has been provided for in the accompanying financial statements.
The Company is subject to various other legal proceedings, claims and
liabilities which arise in the ordinary course of its business. In the opinion
of management, the amount of any ultimate liability with respect to these
actions will not have a material adverse effect on the Company's consolidated
results of operations, cash flow or financial position.
5
Compensation Agreements
The Company has entered into a retirement agreement (the "Retirement Agreement")
with a Director and former Chairman of the Company dated August 5, 1999, which
provides for, among other things, the payment of 96 consecutive semi-monthly
payments of $6,250 (as evidenced by a non-interest bearing note in the amount of
$600,000) commencing November 25, 1999 for services rendered for the period from
November 1996 through October 1999. The Company has provided for approximately
$450,000 relating to the net present value of the services provided by the
Director and former Chairman during fiscal 1999, 1998 and 1997. Pursuant to the
Retirement Agreement, the Company also agreed to reimburse the Director and
former Chairman for expenses incurred in the amount of $60,594 (payable over the
period August 1999 to May 2000) and to obtain a declining balance life insurance
policy on the Director and former Chairman commencing with coverage at $600,000
and declining at a rate of $150,000 per year, the proceeds of which are to be
used to prepay to the Chairman's estate any remaining portion of the $600,000
originally due. All amounts due are evidenced by promissory notes that contain
acceleration provisions in the event of, among other things, default in payment.
COMPARATIVE AMOUNTS
During the fourth quarter of fiscal 1999, the Company took an additional
allowance against amounts owed by a related party in the amount of $316,453,
portions of which amount should have been provided for during each of the
quarters in fiscal 1999. The comparative statements of operations and cash flows
have been restated to reflect an allowance of $79,980 related to the six months
ended April 30, 1999.
ACQUISITION OF NAVTECH (UK) LIMITED
On October 1, 1999, the Company, through its subsidiary, Navtech-Canada,
acquired all of the outstanding shares of Skyplan Services (UK) Limited for an
aggregate cost of $150,000. The purchase agreement contained a covenant not to
solicit the former employees or customers for a period of two years. Subsequent
to the acquisition, the name of the UK company was changed to Navtech (UK)
Limited.
The Company accounted for the acquisition as a purchase, and as such, the fair
values of the assets acquired and liabilities assumed have been recorded on the
date of acquisition. The excess of the consideration paid and the related costs
of acquisition over the estimated fair value of the net assets acquired,
totaling $108,000, has been recorded as goodwill and is being amortized on a
straight-line basis over ten years.
The historical operating results for the three and six months ended April 30,
1999 include only those of Navtech, Navtech-Canada and EAS. Navtech-UK's
operating results have been included from the effective date of the acquisition
(October 1, 1999). Presented below are the unaudited pro forma condensed
operating results for the six months ended April 30, 1999, as if the transaction
had been consummated on November 1, 1998.
Revenue $ 2,701,467
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Net loss $ (80,294)
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Loss per share - basic $ (0.04)
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6
NAVTECH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD-LOOKING STATEMENTS
This section and other parts of this Form 10-QSB contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. The following discussion should be read in conjunction with the
financial statements and notes thereto included in Item 1 of Part I of this Form
10-QSB. All financial information is based on the Company's fiscal calendar.
Results of operations
Revenue
Revenue from service fees was approximately $2.9 million in the six months ended
April 30, 2000 as compared with approximately $2.2 million for the six months
ended April 30, 1999, an increase of approximately 28%, or approximately
$626,000. This increase is primarily due to an increase in fees from existing
customers of approximately $151,000 and an increase in fees from new customers
of approximately $545,000. These increases were offset by the loss of revenue of
approximately $198,000 from one-time customers in 1999 and the loss in fees of
approximately $121,000 from customers who ceased operations in prior quarters.
Navtech-UK generated revenue of approximately $249,000 in the six months ended
April 30, 2000.
Revenue from software, hardware and license sales was approximately $779,000 in
the six months ended April 30, 2000 as compared to approximately $315,000 in the
six months ended April 30, 1999. During the year ended October 31, 1999, the
Company commenced installation of a flight planning system, along with the
development of certain customer-requested enhancements, for Universal Weather
and Aviation, Inc., a major aviation services provider based in the United
States. The installation and customer acceptance were completed during the three
months ended January 31, 2000, and accordingly, in accordance with generally
accepted accounting principles, the revenue has been included in that quarter.
This contract represents approximately $580,000 of the total revenue in 2000.
The balance relates mainly to a fee paid by an existing customer for an upgrade
installed prior to the end of this quarter.
Costs and expenses
Operating expenses increased approximately 14% or approximately $268,000 from
approximately $1.9 million for the six months ended April 30, 1999 to
approximately $2.1 million for the six months ended April 30, 2000. This change
is primarily attributable to an increase in salaries and benefits of
approximately $160,000 and an increase in communications costs of approximately
$84,000, as offset by a net decrease in other operating expenses of
approximately $3,000. The increase in salaries and benefits is reflective of the
hiring of additional senior management staff in both Monterey and Waterloo, as
well as the inclusion of approximately $182,000 in salary costs related to
Navtech-UK. In addition to the impact on salaries and benefits, Navtech-UK also
added approximately $35,000 in operating expenses.
Net research and development expenditures increased approximately $32,000 during
the six months ended April 30, 2000 over the same period in fiscal 1999. The
Company has claimed scientific research and experimental development credits of
approximately $93,000 in the six months ended April 30, 2000 as compared to
approximately $25,000 for the six months ended April 30, 1999.
7
Selling, general and administrative expenses increased approximately 89%, or
approximately $354,000, from approximately $397,000 for the six months ended
April 30, 1999 to approximately $751,000 for the six months ended April 30,
2000. This increase is attributable to an increase in professional fees of
approximately $124,000, an increase in travel costs of approximately $97,000, an
increase in shareholder relations costs of approximately $15,000 and an increase
in bad debt expense of approximately $78,000. In addition, there was a net
increase in other selling, general and administrative expenses of approximately
$40,000. The increase in professional fees relates to increases in the use of
both legal and accounting advisors in the amendment of the Company's by-laws,
the review of the Company's stock option plan and the assistance required to
hold the Company's Annual Meeting of Stockholders during the first quarter. The
increase in travel costs is primarily attributable to increased travel between
the Company's three facilities, as well as increased travel for customer and
sales visits in North America. The increase in bad debt expense primarily
relates to one customer who filed for Chapter 11 bankruptcy protection during
the period ended April 30, 2000.
Other income (expense)
The Company recorded a loss of approximately $15,000 on realized foreign
exchange transactions for the six months ended April 30, 2000 as compared to a
loss of approximately $30,000 for the same period in 1999. Gains and losses in
foreign exchange are attributable to the difference in rates between the
transaction date and the settlement date and cannot readily be compared between
periods.
Provision for Income Taxes
The Company recorded a provision for income taxes of $238,000 for the six months
ended April 30, 2000. This provision relates to the Company's Canadian
profitable operations for which the Company has previously utilized all of its
net operating and tax credit carryforwards. The Company's effective tax rate of
50% varies from the statutory U.S. rate due to losses in the U.S. and U.K. where
tax benefits are currently not available to the Company.
Net earnings (loss)
The unaudited consolidated financial statements reflect net earnings of
approximately $239,000 for the six months ended April 30, 2000 as compared to a
net loss of approximately $52,000 for the six months ended April 30, 1999. The
change is primarily attributable to the revenue recognized on the successful
installation of a system to Universal Weather and Aviation, Inc., as offset by
increases in both operating and selling, general and administrative expenses.
Liquidity and Capital Resources
As of April 30, 2000, the Company's available funds consisted of $114,874 in
cash. At April 30, 2000, the Company had a working capital deficiency of
$656,990 as compared to $1,333,728 as at October 31, 1999.
Cash flows from operations accounted for a net outflow of $162,035, primarily as
a result of a net decrease in operating liabilities of approximately $350,000
and an increase in operating assets of approximately $111,000. These outflows
were offset by the impact of net earnings and depreciation adjustments for the
period.
8
Cash flows from financing activities for the six months ended April 30, 2000
represent a net inflow of $417,263, primarily due to the proceeds from the
issuance of common stock totaling approximately $594,000, as offset by
repayments of existing loans and notes of approximately $176,000.
Cash flows from investing activities for the six months ended April 30, 2000
represent a net outflow of $148,078, primarily due to the purchase of fixed
assets and advances to a parent party.
As of April 30, 2000, the Company had no significant capital commitments.
PLAN OF OPERATION
The Company's liquidity at April 30, 2000 was insufficient to meet operating
requirements. The Company has therefore undertaken the following initiatives and
actions to reduce its working capital deficiency and alleviate cash flow
demands:
The Company intends to expand its product line, leverage its existing customer
base, enhance its technology capabilities and increase its sales and marketing
efforts with a view to increasing revenue and maximizing profitability. To meet
this objective the management team has initiated a number of programs focused on
increasing the Company's working capital.
Existing Customers
The Company intends to continue leveraging its existing base of customers to add
new revenue through added functionality and product upgrades.
Expanded Sales and Marketing
The Company currently utilizes a direct sales approach for both Aurora and its
service bureau offerings. The direct channel provides the Company with direct
feedback from the customer and permits the sales force the ability to offer an
appropriate solution to meet the customer's requirements. To increase revenue
the Company must expand the direct sales force in North America and compliment
the current sales efforts in the Gatwick office. The Company is also considering
expansion of its distribution strategy to include channel marketing through
strategic alliances in order to pursue new market segments. The Company has
entered into an Agreement with an International Marketing and Sales firm to
begin exploiting opportunities in Europe, Asia, South America and the Middle
East.
Trade Creditors
The Company's objective is to be current with all of its trade creditors. As an
interim step, the Company has renegotiated payment terms with several larger
trade creditors including its key suppliers of communication services and with
federal tax authorities. The Company is continuing to actively pursue additional
extensions and / or equity conversions with its creditors.
9
Renegotiation of Demand Loans
During the past year, the Company has been successful in renegotiating two of
its demand loans, resulting in payment terms that reflect reduced interest rates
and fixed payment dates. The management team will continue to pursue discussions
with its lenders on the possible conversion of further debt.
Summary
The benefits of these projects have been immediate; however the Company will
require additional funding to achieve its stated plans and objectives. As such,
various financing sources, including debt or equity offerings, will be
investigated when and if such financing is available to the Company. No
assurances can be given that any required financing will be available with
commercially reasonable terms or otherwise. In addition, no assurances can be
given that the Company's activities, as set forth above, will be successful
whether due to lack of required financing or otherwise.
10
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds:
On March 31, 2000, the Company issued to Robert N. Snyder units consisting in
the aggregate of 500,000 shares of Common Stock and presently exercisable
warrants for the purchase of 125,000 shares of Common Stock at a total purchase
price of $500,000. The offering of units was a private transaction not involving
any public offering and was exempt from the registration requirements of the
Securities Act of 1933 pursuant to Section 4(2) thereof. The Company determined
that Mr. Snyder was an "accredited investor." The certificates representing the
shares of Common Stock and warrants bear restrictive legends permitting the
transfer thereof only upon the registration of such securities or pursuant to an
exemption under the Securities Act.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
3(A) Certificate of Amendment of the Certificate of Incorporation
providing for the elimination of the Series A Convertible
Cumulative Preferred Stock (1)
3(B) Certificate of Amendment of the Certificate of Incorporation filed
January 14, 2000 (1)
3(C) Certificate of Incorporation and amendments thereto including
Certificate of Ownership and Merger prior to filing the amendments
above (2)
3(D) By-Laws (1)
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Form 8-K (Items 4 and 7) on April 28, 2000 reflecting
a change in its auditors.
Items 1 and 3 through 5 are not applicable and have been omitted.
(1) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Amended Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1999.
(2) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1994.
.
11
Signatures
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
Navtech, Inc.
Date: June 14, 2000 By: /s/ Duncan Macdonald
---------------------------------
Duncan Macdonald
Chairman of the Board and
Chief Executive Officer
By: /s/ David Strucke
---------------------------------
David Strucke
Chief Financial Officer
(Principal Financial and
Accounting Officer)
12