U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-QSB
Mark one
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition period from _________ to _________
Commission File No. 1-10623
Pamet Systems, Inc.
___________________________________________________________________________
(exact name of small business issuer as specified in its charter)
Massachusetts 04-2985838
___________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Main Street, Acton, Massachusetts 01720
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (978) 263-2060
________________________
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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_____
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the close of the period covered by this report:
Title of each class Number of shares outstanding
Common stock 3,965,610
($.01 par value)
Transitional Small Business Disclosure Format
YES________ NO__X___
PAMET SYSTEMS, INC.
FORM 10-QSB TABLE OF CONTENTS
Part I Financial Information
Item 1 Financial Statements
Condensed Balance Sheets
September 30, 2000 and December 31, 1999
Condensed Statements of Operations
for the quarter ended September 30, 2000
and 1999 and nine month period ended
September 30, 2000 and 1999
Condensed Statement of Cash Flows
for the nine months ended September 30,
2000 and 1999
Item 2 Management's Discussion and Analysis of
Financial Condition or Plan of Operations
Part II Other Information
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
Signature(s)
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
PAMET SYSTEMS, INC.
Condensed Balance Sheets September 30, December 31,
2000 1999
--------- ------------
CURRENT ASSETS (unaudited)
Cash $ 8,340 $ 40,207
Accounts receivable, net of allowance
for doubtful accounts of $60,000 and
factored receivables 327,793 619,066
Accounts receivable, factored 17,146 53,931
Inventory, net of reserve of $15,000 19,616 11,745
Prepaid expenses and other current
assets 16,076 94,243
TOTAL CURRENT ASSETS 388,971 819,192
PROPERTY AND EQUIPMENT, net 95,024 110,590
OTHER ASSETS 4,190 4,190
BUILDING LEASE DEPOSIT 80,000 80,000
CAPITALIZED SOFTWARE DEVELOPMENT COSTS 81,527 130,442
TOTAL ASSETS $ 649,712 $ 1,144,414
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Current portion of long-term debt 760,000 450,000
Notes payable to related party 335,000 175,000
Due to factor ---- 57,496
Accounts payable, trade 611,117 688,292
Accounts payable, related party 8,667 32,241
Current portion of accrued interest
payable on long-term debt 120,638 54,894
Current portion of deferred gain on
sale of land and building 42,614 42,614
Accrued expenses 546,605 436,625
Customer deposits 148,115 ----
Deferred software maintenance revenue 628,709 383,930
TOTAL CURRENT LIABILITIES 3,201,465 2,321,092
ACCRUED INTEREST PAYABLE on long-term debt,
less current portion ---- 86,511
DEFERRED GAIN on sale of land and building,
net of current portion 206,542 238,502
LONG TERM DEBT, less current portion 75,000 1,185,000
TOTAL LIABILITIES 3,483,007 3,831,105
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value,
1,000,000 shares authorized,
none issued
Common Stock, $.01 par value,
7,500,000 shares authorized;
3,965,610 issued and outstanding 39,656 32,852
Additional paid-in Capital 8,137,493 6,688,504
Accumulated deficit (11,010,444) (9,408,047)
TOTAL STOCKHOLDERS EQUITY (2,833,295) (2,686,691)
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 649,712 $ 1,144,414
========== ==========
See accompanying "Notes to Financial Statements (Unaudited)"
Item 1 - Financial Statements
PAMET SYSTEMS, INC.
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ----------------------
2000 1999 2000 1999
Net sales $439,713 $530,907 $1,504,092 $1,503,291
Cost of product 93,453 184,628 319,949 568,465
------- ------- --------- ---------
346,260 346,279 $1,184,143 934,826
Operating expenses:
Personnel costs 487,061 516,835 1,615,814 $1,428,065
Rent, utilities, telephone 48,717 46,061 168,491 92,813
Travel and entertainment 30,719 37,169 90,913 99,255
Professional fees 30,481 26,162 120,584 135,869
Depreciation 30,277 20,398 88,670 61,456
Research and development 39,540 (61,499) 334,557 154,458
Other operating expenses 122,944 63,141 304,486 216,712
------- ------- --------- ---------
Total operating expenses 789,739 648,267 2,723,515 2,188,628
------- ------- --------- ---------
Income(loss) from operations (443,479) (301,988) (1,539,372) (1,253,802)
Interest income(expense), net (43,422) (75,623) (63,025) (198,855)
Net income(loss) $(486,901) $(377,611) $(1,602,397)$(1,452,657)
======= ======= ========= =========
Earnings(loss) per common
share $(.12) $(.13) $(.40) $(.47)
=== === === ===
Shares used in computing 3,965,610 $2,896,613 3,965,610 2,896,613
earnings per share
See accompanying "Notes to Financial Statements (unaudited)"
Item 1 - Financial Statements
PAMET SYSTEMS, INC.
Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
Cash flows provided by (used in)
operating activities:
Net loss $(1,602,397) $(1,452,656)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Deferred gain on sale of land
and building (31,960) (6,481)
Depreciation and amortization 88,670 61,456
Capitalized software development
costs ---- (689,952)
Changes in operating assets and
liabilities:
Accounts receivable, trade 291,273 (12,480)
Accounts receivable, factored 36,785 35,568
Inventory (7,871) (6,628)
Prepaids and other current assets 78,167 10,803
Other assets and restricted cash ---- 28,534
Deposits ---- (80,000)
Due to factor (57,496) (65,980)
Accounts payable, trade (77,175) (101,361)
Accounts payable, related party (23,574) (14,193)
Deferred software maintenance
revenue 244,779 322,027
Accrued expenses and other
current liabilities 109,175 45,447
Accrued interest payable on
long-term debt (20,767) 82,393
Customer deposits 148,115 ----
---------- ----------
Total adjustments 778,926 (390,847)
Net cash provided by (used in)
operating activities (823,471) (1,843,503)
Cash flows from investing activities:
Expenditures for property &
equipment (24,189) (47,555)
Proceeds from the sale of 1000
Main ---- 1,086,845
-------- ---------
Net cash used in investing
activities (24,189) 1,039,290
Item 1 - Financial Statements
PAMET SYSTEMS, INC.
Statements of Cash Flows
(Unaudited)
Six Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
Cash flows from financing activities:
Proceeds from long-term debt-
convertible promissory notes ---- 1,110,000
Proceeds from related party notes 160,000 175,000
Payment of related party notes ---- ----
Payment of mortgage ---- (579,743)
Net change line of credit-vendor ---- (79,699)
Issuance of capital stock 1,455,793 655,939
Proceed from second mortgage ---- 100,000
Conversion of convertible
promissory notes to capital stock (800,000) (600,000)
---------- ---------
Net cash provided by financing
activities 815,793 781,497
Net increase(decrease) in cash 31,867 (22,716)
Cash and cash equivalents at
beginning of period 40,207 54,817
Cash and cash equivalents at
end of period $8,340 $32,101
====== =======
Supplemental disclosure of cash flow
information:
Cash paid for interest: $85,943 $49,171
Summary of non-cash financing activities:
Conversion of convertible promissory notes
to capital stock $800,000 $600,000
Note payable-related party repaid by issuance
of capital stock ---- 50,000
Research and development costs financed through
line of credit-vendor and accounts payable,
trade ---- 180,066
Line of credit-vendor and accounts payable,trade
converted to long-term debt-convertible
promissory note ---- 350,000
See accompanying "Notes to Financial Statements (Unaudited)
PAMET SYSTEMS, INC.
Notes to Condensed Financial Statements
(Unaudited)
Note (1) Statement Presentation
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of
September 30, 1999 and the results of operations for the three and nine month
periods and changes in cash flows for the nine month period then ended. There
were no material unusual charges or credits to operations during the recently
completed fiscal quarter.
The results reported for the three and nine month periods ended
September 30, 2000 are not necessarily indicative of the results of
operations which may be expected for the entire year.
Note (2) Mortgage on Corporate Training, Development and Headquarters Facility
On April 21, 1992 the Company consummated an agreement with the
Lexington Savings Bank of Lexington, MA to mortgage the Company's
development, training and headquarters facility, located at 1000 Main
Street, Acton, Massachusetts. The original principal amount of the mortgage
was $560,000. In October 1997 the note was extended for a one-year term
through October 21, 1998 with monthly payments $5,423.00 determined
according to a twenty-year amortization period including interest at 10.0%.
Lexington Savings Bank's parent company, Affiliated Community Bankcorp,
Inc. was purchased by UST Corp., the parent company of USTrust, in August
1998. The mortgage was not renewed in October 1998.
The Company entered into a second mortgage agreement on June 16,
1999 with Area Realty, LLC, the eventual buyer of the building, for
$100,000 at 11% per annum. The principal and accrued interest were to be
repaid in one payment on the earlier of December 31, 1999 or the date upon
which the building was sold by the Company to Area Realty, LLC.
On August 6, 1999, the Company sold the facility to Area Realty, LLC
for $1,150,000 and signed a lease back agreement with the buyer for 7 years.
As part of the lease back agreement with the buyer of the facility, the
Company was required to place $80,000 on deposit with the buyer. The balance
on the first and second mortgages and all accrued interest were paid in full
at the time of the sale. The sale of the building resulted in a gain of
approximately $298,000 that the Company deferred and is recognizing as a
reduction to rent expense over the term of the lease. The monthly rent for
the first three years is $12,997. For years four through seven the monthly
base rent increases to $14,564. For the second through seventh year, rent may
be further increased by the percentage increase in the Consumer Price Index
for Urban Wage Earners and Clerical Workers for the preceding year up to a
maximum of three percent per annum. Based on the above provision, the monthly
rent was increased to $13,386.63.
Item 2
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Overview
Pamet Systems, Inc. (the Company or Pamet Systems), founded in 1987,
designs and implements broad-based information technology solutions for public
safety agencies enabling them to realize cost efficiencies and provide better
service. The Company's suite of products is composed of three major
components: PoliceServer NT, FireServer NT, and CADServer NT. The Company
also offers several companion products including Imaging, Mobile Access,
Advanced Reporting, Mapping, Investigator's Tool Kit and JailServer NT. The
Company's revenues consist primarily of sales of these software applications,
the associated hardware and systems integration, and support and update
service fees.
The Company's year-to-date 2000 revenues remained flat with revenues
for the comparable period in 1999. Increases in new NT system sales, VMS
customer migrations, and software support revenues are being offset by
decreases in sales of the Mobile, add on hardware, and Advanced Reporting. The
Company's installed customer base continues to be supportive of Pamet's
products and is now focusing on using available funding to migrate to the NT
platform. This allocation of funding has had an adverse impact on revenues
generated from adding companion products to their VMS-based systems. In
addition, the Company is experiencing delays in the procurement of new systems
by prospective customers as a result of the significant changes taking place
in the market. Rapidly changing technology has left many companies in the
public safety software business scrambling to stay current. The simplest and
least expensive alternative to quickly update an aging system is to add a
graphical user interface frontend to an outdated database. Although this
solution limits functionality and flexibility, many of the small businesses
in the public safety market resorted to this alternative due to financial and
time constraints. In addition, the market is beginning to restructure itself
as mergers, acquisitions, and partnerships are announced that will help many
companies meet the markets demands. The technology issues and market
restructuring have injected uncertainty into the marketplace.
Pamet's core products have been completely rebuilt using modern design
tools and databases and the entire suite utilizes the Windows NT operating
system. The Company believes that its fully integrated suite of NT products
is one of only a few on the market today and that the investment in the NT
product suite positions the Company for future revenue growth. During the
third quarter of 2000, the Company completed a Business Plan that identified
the size of the public safety market, developed a three to five year revenue
growth plan for the Company, and pinpointed the necessity of Pamet investing
in sales and marketing resources to capitalize on the investment in the suite
of NT products and the Company's experienced installation and support
team. The Company recently announced the addition of sales resources in the
Northeast and is actively recruiting in the Southeast and Midwest regions.
During the year 2000, the Company installed the PoliceServer NT records
management system and CADServer NT dispatch system in the Utica, New York
police department. This system is part of the Central New York Law
Enforcement Network Demonstration Project that is funded by the Department of
Justice. This project will serve as a model of current law enforcement
technology for mid-sized departments. The New York project is managed by the
National Law Enforcement Corrections Technology Center (NLECTC) in Rome, NY
and it is expected that this project will serve as a model within NLECTC's
thirteen state jurisdiction.
During the first nine months of 2000, the Company continued
development on the NT product suite focusing on system refinements and added
functionality. The knowledge gained from new NT installations in ten
communities and the migration of VMS customers to the NT product has
driven the continuing development work. During the first nine months of 2000,
the Company spent approximately $335,000 on external resources and $600,000 of
dedicated internal personnel on the development effort.
The primary focus of management continues to be in three areas:
current revenues and the development of a sales pipeline for the NT product;
the implementation of the business plan and the acquisition of adequate
funding for future growth; and the completion of the development program by
adding new functionality and system refinements. As stated above, the Company
recently added new sales resources in the Northeast, and it also has made
significant progress implementing the sales and marketing plan through
introducing newly designed collateral materials, enhancing the Company's web
site, attending trade shows, and implementing a cost and time saving product
demonstration capability on the Internet. The focus on the sales and
marketing effort has resulted in the largest pipeline the Company has ever
had, however, there is no guarantee that any prospective customers in the
pipeline will become actual customers of the Company. Pamet is also actively
exploring new business relationships and additional sources of funding.
The Company continues to believe that significant market opportunities
exist for its suite of NT-based products based on the following factors. The
continuing emphasis on reducing and preventing crime in most communities and
the awareness by municipalities that integrated computer systems can improve
the efficiency and effectiveness of their public safety resources support the
belief that the market for the Company's products will continue to grow. The
Company continues to see increased emphasis on the coordination of public
safety systems among neighboring town, county and state police organizations.
The Company's products are designed and marketed with the option to be used in
this type of regional application and the Company has the system and
networking skill and experience required to support such applications. In
addition, the industry movement toward systems with a graphical user interface
and the beginnings of a market consolidation around companies that have made
the investment in newer technologies support the decision by the Company to
develop their new NT system with modern design tools and databases. Despite
all of these opportunities for sales growth, the Company remains hampered by
the fact that its primary market is the government sector, which is
characterized by long lead times and political influence in the decision
making process, as well as by inadequate funding for marketing and additional
development. As a consequence, the Company is pursuing an analysis of
complementary markets and adaptations for its products.
Three Months Ended September 30, 2000 vs. Three Months Ended September 30,
1999
Net sales for the three month period ended September 30, 2000 (the
2000 period) decreased 17.2% to $439,713 from $530,907 for the three month
period ended September 30, 1999 (the 1999 period). The sales for the 2000
period reflected increased support revenues that were offset by decreases in
system sales and companion product revenues. As discussed previously,
potential customers are delaying their purchases due to uncertainty in the
marketplace regarding mergers and acquisitions as well as the changing
technology. Pamet has continued to see steady support from its installed base
and most are earmarking available funding for NT migration rather than
companion product addons to their VMS systems. These VMS customers receive
the NT software at no charge, however, they must pay for installation,
training, and data conversion. In addition, two customers that previously had
chosen new software over their VMS PoliceServer systems have returned to using
Pamet's VMS software and are anticipating moving to NT in 2001. Support
revenues increased 23.2% to $220,333 for the 2000 period from $178,869 for the
1999 period reflecting the increase in the customer base from the 1999 period
and the higher support base and rates charged on the NT product. Annual
software support and update service for the NT customers is 19% of the price
of the software or list price for migrating customers, an increase from the
14% of the system software purchase price that VMS customers have historically
paid.
Cost of product decreased 49.4% or $91,175 to $93,453 for the 2000
period from $184,628 for the 1999 period. The resulting increase in gross
margin from 65.2% in the 1999 period to 78.7% in the 2000 period reflects the
trend toward software only sales for all products, the use of state bid list
contractors to purchase hardware and the Company's software, and continued
favorable margins on support revenues. Agencies are increasingly purchasing
systems through state bid list contractors. These contractors partner with
the Company and provide off-the-shelf hardware that combined with Pamet
Systems software offers a complete solution for the customer. This
arrangement reduces total revenues for the Company, but significantly
increases margins.
Operating expenses reflected an increase of $141,472 or 21.8% to
$789,739 for the 2000 period compared to $648,267 for the 1999 period.
primarily due to the capitalization of $313,961 of NT product development
costs during the 1999 period. 1999 gross expenses including capitalized
development costs were $962,228. Comparing gross expenditures, the 2000
period shows a decrease of 17.9% from the 1999 period which is due to the
completion of the major portion of the NT development program. Gross research
and development expenditures excluding inhouse personnel and prior to the 1999
capitalization showed a decrease of $212,922 or 84.3% over the 1999 levels.
During the development cycle of the NT products, the Company used outside
resources to accomplish product development goals while minimizing the
long-term financial commitments of the Company. As the NT products moved to a
production environment, management has increased internal engineering
resources ensuring timely completion of the development and enhancements and
ongoing inhouse product support capability.
Personnel costs decreased 5.8% or $29,774 to $487,061 for the 2000
period compared to $516,835 for the 1999 period. The costs of additional
resources focused on refinement of the NT product and the implementation of a
cohesive sales and marketing effort were offset by reduced bonus accruals in
2000. Rent, utilities and telephone increased 5.8% to $48,717 for the 2000
period from $46,061 for the 1999 period due primarily to a full quarter of
lease expense for the headquarters facility located in Acton, MA in the 2000
period. The Company has agreed to lease the building for seven years on a
triple net lease (See Note 2). Travel and entertainment expenses decreased
17.4% to $30,719 for the 2000 period from $37,169 for the 1999 period The
2000 period reflected significantly less lodging expense as installations
during the 2000 period were concentrated in the Northeast. Professional fees
increased 16.5% to $30,481 for the 2000 period from $26,162 for the 1999
period primarily due an increase in legal fees associated with the 2000 annual
meeting. Depreciation expense increased 48.4% to $30,277 for the 2000 period
from $20,398 for the 1999 period reflecting the amortization of the
capitalized PoliceServer NT development expenditures. This increase was
partially offset by the decrease in depreciation resulting from the sale of
the headquarters building in August 1999. As discussed above, research and
development expenditures reflected an increase due to the capitalization of
$313,961 during the 1999 period, however, gross research and development
actually decreased 84.3% from 1999 levels. Other operating expenses increased
94.7% to $122,944 for the 2000 period from $63,141 for the 1999 period. The
most significant portion of the increase was due to the design and printing of
new collateral marketing materials.
Net interest expense for the 2000 period was $43,422 compared to
$75,623 for the 1999 period. Since the third quarter of 1999, $1,400,000 of
the outstanding long-term convertible promissory notes have been converted to
capital stock reducing the amount of accrued interest expense.
The net loss for the 2000 period was $(486,901) or $(.12) per share
compared to net loss of $(377,611) or $(.13) per share for the 1999 period.
The loss is due primarily to continuing product development costs and
increased personnel costs which will position the Company for expected future
revenue growth.
Nine Months Ended September 30, 2000 vs. Nine Months Ended September 30, 1999
Net sales for the nine month period ended September 30, 2000 (the 2000
period) of $1,504,092 were approximately the same as net sales for the nine
months ended September 30, 1999 (the 1999 period) of $1,503,291. The
increases in NT system sales, migration revenues, and software support
revenues are offset by decreases in Mobile, Advanced Reporting, and add-on
hardware revenues. New system sales increased 25.6% from the 1999 period to
the 2000 period and represent 19.1% of sales in the 2000 period. Support
revenues increased 20.5% to $592,652 in the 2000 period compared to $491,900
in the 1999 period reflecting the increase in the customer base and rates.
Support revenues accounted for 39.4% of revenues in the 2000 period.
Especially in the latter half of the period, VMS customers used available
funds to migrate to the NT platform, rather than adding companion products to
their VMS systems which adversely affected Mobile revenues. NT system
revenues for the 2000 period were also adversely affected by the uncertainties
in the marketplace discussed previously. Cost of product decreased 43.7% to
$319,949 for the 2000 period from the $568,465 for the 1999 period. Gross
margin increased to 78.7% for the 2000 period from 62.2% for the 1999 period.
The improvement in margin can be attributed to significant increases in new NT
system sales and software only sales. Some customers purchase their hardware
directly from the state bid list thereby increasing the higher margin
software component of these sales.
Net operating expenses increased $534,887 or 24.4% to $2,723,515 for
the 2000 period compared to $2,188,628 for the 1999 period. However gross
operating expenses for the 1999 period, including capitalized development
costs of $689,952, were $2,878,580. On a gross basis, operating expenses
reflect a 5.4% decrease from the 1999 period to the 2000 period. Gross
research and development expenditures excluding inhouse personnel and before
capitalization in 1999 decreased significantly from $844,410 in the 1999
period to $334,557 in the 2000 period reflecting the completion of major
portions of the NT development effort.
Personnel costs increased 13.1% to $1,615,814 for the 2000 period
from $1,428,065 for the 1999 period. As the Company's development program has
wound down, the Company has added engineering and support resources for
ongoing refinements, testing, documentation, forms and support for the NT
suite of products. In addition, the Company added key sales and marketing
resources to develop a cohesive sales and marketing effort for the NT product
line. These resources have supported a shift in the Company's focus from
development to sales and marketing. Rent, utilities and telephone expenses
increased $75,678 or 81.5% to $168,491 for the 2000 period from $92,813 for
the 1999 period. This increase can be attributed to the sale and lease back of
the headquarters facility in August 1999 and increases in telephone expense.
Travel and entertainment expenses decreased 8.4% to $90,913 for the 2000
period from $99,255 for the 1999 period. This decrease resulted from
installations being clustered in the Northeast during the 2000 period.
Professional fees decreased 11.2% to $120,584 for the 2000 period from
$135,869 for the 1999 period due to the decreases in consulting expenses for
product documentation services, the cost of a financial consultant, and in
legal fees associated with the private placement of debt and equity financing
and joint ventures in the 1999 period. These decreases were partially offset
by increase in accounting fees in conjunction with the 1999 year end audit.
Depreciation expense increased 44.3% to $88,670 for the 2000 period from
$61,456 for the 1999 period reflecting the amortization of capitalized
PoliceServer NT development. A reduction in depreciation resulting from the
sale of headquarters building partially offset the software amortization. As
discussed above, net research and development expenses reflected a increase of
$180,099 due to the capitalization of development spending in the 1999 period.
On a gross basis, research and development decreased significantly in the 2000
period as the NT program nears completion. Other operating expenses increased
40.5% to $304,486 for the 2000 period from $216,712 for the 1999 period.
Increases in spending on new collateral marketing material and tax penalties
are offset by decreases in internet access, minor equipment purchases, and
officers life insurance.
Net interest expense was $63,025 for the 2000 period compared to
$198,855 for the 1999 period. This decrease reflects the reversal of accrued
interest associated with the conversion of $800,000 of convertible promissory
notes to equity in the 2000 period and $600,000 of convertible promissory
notes to equity in the fourth quarter of 1999. The interest accruals on an
ongoing basis are also reduced by the promissory note conversions in 1999 and
2000.
The net loss for the 2000 period was $(1,602,397) or $(.40) per share
compared to a net loss of $(1,452,657) or $(.47) per share for the 1999
period. The loss for the period was attributable to the significant spending
associated with the commitment to build the Company's resources to meet
anticipated future business.
Liquidity and Capital Resources
The Company's working capital deficit deteriorated to $(2,812,494) at
September 30, 2000 from a deficit of $(1,501,900) at December 31, 1999 due to
the impact of convertible promissory notes reclassified to current
liabilities, increased use of related party notes, and the annual deferred
support revenues.
During the first nine months of 2000, the Company secured $550,000 of
additional equity financing and received $90,000 from an investor who
exercised the warrants issued with his convertible note. In addition, five
investors converted $800,000 of long-term convertible promissory notes to
equity. During the first half of 2000, loan commitments from directors were
increased to $450,000 from $300,000 and the Company used $335,000 of the
available loan commitments. At September 30, 2000, $760,000 of convertible
promissory notes remain outstanding as current liabilities and $75,000
remain as long term debt. In general, the outstanding convertible debt
funding accrues interest at 11%, has a two year term, carries the option of
conversion of the principal to common stock by the debt holder, or repayment
of principal and accrued interest by the Company, and has 100% warrant
coverage attached that allows for the purchase of additional shares of common
stock at the conversion price of $2.50.
Cash decreased to $8,340 at September 30, 2000 from $40,207 at
December 31, 1999. Accounts receivable decreased to $327,793 at September 30,
2000 from $619,066 at December 31, 1999 due to the continued use of the
receivables financing agreement with Silicon Bank.
While the resources necessary to complete enhancements and refinements
to the NT suite of products and to build a corporate infrastructure to support
anticipated future growth remain a focus and concern for Company management,
the Company believes that the additional funding which has been committed
combined with sales of the NT-based suite of products should ensure continued
operations through end of the year. The Company is continuing to consider
projects to increase its cash position such as, mergers, acquisitions or other
business combinations. Currently the Company is working with a new business
plan that supports this activity. Backlog at September 30, 2000 was
approximately $645,000.
As of September 30, 2000, the Company had accumulated approximately
$10,700,000 of federal net operating loss carryforwards that expire beginning
in the year 2005. In addition, the Company has state net operating losses to
carryforward of approximately $7,500,000 which expire between the years 2000
and 2004. Under the Internal Revenue Code of 1986, as amended, the rate at
which a corporation may utilize its net operating losses to offsets income for
federal tax purposes is subject to specified limitations during periods after
the corporation has undergone an "ownership change". It has been determined
that an ownership change did take place at the time of the Registrant's
initial public offering. However, the limitations on the loss carryforward
exceed the accumulated loss at the time of the "ownership change". Thus there
is no restriction on its use.
Seasonality
The majority of the Company's installed base has a fiscal year that
commences on July 1 and, therefore, the Company bills its customers for
their annual software support and update service on July 1 of each year.
Consequently, cash flow representing software support revenues has tended
to be higher in the second half of the Company's fiscal year, although
software support revenues are recognized ratably throughout the fiscal
year.
Revenue Recognition
Revenues from software license fees are recognized when a contract
has been executed, the product has been delivered, all significant
contractual obligations have been satisfied and collection of the related
receivable is probable. Maintenance revenues, including those bundled with
the initial license fee, are deferred and recognized ratably over the
service period. Consulting and training service revenues are recognized as
the services are performed.
Inflation
Inflation has not had a significant impact on the Company's
operations to date.
Forward Looking Statements
This Form 10-QSB contains statements, which are not historical facts.
These statements may constitute "forward-looking statements" within the
meaning of the Securities Act of 1933 and the Securities and Exchange Act of
1934 as amended. Certain, but not necessarily all, of such forward looking
statements can be identified by the use of such words as "believes",
"expects", "may", "will", "should", or "anticipates" or the negative thereof
or other variations thereon of similar terminology, and/or which include,
without limitation, statements regarding the following: adequacy of the
funding to operate the Company; plans for raising capital; market expectation
for the NT operating environment; customer acceptance of the NT products and
the related anticipated sales growth; changes in the marketplace including
mergers, acquisitions and partnerships; implementation of the sales and
marketing plan; Utica, NY project being the model for NLECTC; law enforcement
trends including multijurisdiction systems; economic and competitive factors
affecting market growth; and discussions of strategies involving risk and
uncertainties that reflect management's current views. These statements are
based on many assumptions and factors and may involve risks and uncertainties.
The actual results of the Company or industry results may be materially
different from any future results expressed or implied by such forward looking
statements because of factors such as insufficient capital resources to
operate the Company; inability to successfully market and sell the NT product;
changes in the marketplace including variations in the demand for public
safety software and consolidation via partnership, mergers, and acquisitions;
and changes in the economic and competitive environment. These factors and
other information contained in this Form 10 Q could cause such views,
assumptions and factors and the Company's results of operations to be
materially different.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
c. Sales of Securities
The Company issued the following securities in a transaction
that was exempt from the registration requirements of the Securities
Act of 1933, as amended, pursuant to the exemption afforded by
Sections 4(2) or thereof or Regulation S thereunder:
On September 1, 2000, the Company sold 100,000 shares of Pamet
Systems Common Stock to one accredited investor for an aggregate price
of $200,000 or $2.00 per share. In connection with this agreement, the
investor was granted a five year warrant to purchase 100,000 shares of
common stock at a price of $2.50 per share.
Item 3 - Defaults Upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a vote of Security Holders
The Company held its Annual Meeting of Stockholders on July 10, 2000.
The following items were voted on by the Stockholders:
1. At the Annual Meeting, Bruce J. Rogow and Richard C. Becker were
elected as Directors. The voting results for the election of
Directors were as follows:
FOR WITHHELD
Bruce J. Rogow 2,637,752 35,000
Richard C. Becker 2,637,702 35,050
In addition, the following directors continued as such after the
meeting: Dr. Joel B. Searcy, Dr. Davinder Sethi, David T. McKay,
and Dr. Stanley J. Robboy.
2. The proposal to approve the Amendment to the Company's Restated
and Amended Articles of Organization to increase the authorized
number of share of Common Stock from 7,500,000 shares to 30,000.000
shares was approved. The results were as follows:
FOR AGAINST ABSTAIN
2,469,938 202,514 300
3. The proposal to approve the Company's 2000 Stock Option Plan was
approved. The results were as follows:
FOR AGAINST ABSTAIN NOT VOTED
1,495,085 118,300 500 1,058,867
Item 5 - Other Information
Not applicable.
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits
27 Financial Date Schedule
b. Reports on form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized
Pamet Systems, Inc.
-------------------
(Registrant)
November 15, 2000 Richard C. Becker
_______________________________ ______________________
Date Richard C. Becker
Vice President
Principal Financial Officer