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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal quarter ended: September 30, 1996 or
__ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to ________________
Commission file number: 0-28556
BOREALIS TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 88-0238203
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
923 Tahoe Blvd., Suite 211
Incline Village, NV 89451
(address of principal executive offices)
Registrant's telephone number, including area code: (702) 832-0300
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 __
Indicate the number of shares outstanding of each of the issuer's classes of
common stock ("Common Stock'), as of the latest practicable date.
Class Outstanding at
Common Stock - par value $0.001 September 30, 1996: 3,184,506
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BOREALIS TECHNOLOGY CORPORATION
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Balance Sheets
December 31, 1995 and September 30, 1996 (unaudited) 3
Condensed Statements of Operations (unaudited)
three and nine months ended September 30, 1995 and 1996 4
Condensed Statements of Cash Flows (unaudited)
nine months ended September 30, 1995 and 1996 5
Notes to Condensed Financial Statements (unaudited) 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Risk Factors 9
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 11
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PART 1 - FINANCIAL INFORMATION
BOREALIS TECHNOLOGY CORPORATION
CONDENSED BALANCE SHEETS
December 31, September 30,
1995 1996
------------ --------------
(Unaudited)
------------ -------------
ASSETS
Current assets:
Cash and cash equivalents $ 158,840 $ 5,957,401
Accounts receivable 36,188 -
Other current assets 7,080 174,130
------------ -------------
Total current assets 202,108 6,131,531
Long term investments - 650,000
Property and equipment, net of
accumulated depreciation
and amortization 128,989 654,017
Other assets - 21,500
------------ -------------
Total assets $ 331,097 $ 7,457,048
============ =============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 82,310 $ 123,445
Accrued employee compensation 75,218 205,880
Notes payable to stockholders 221,311 -
Other current liabilities 198,178 355,643
------------ -------------
Total current liabilities 577,017 684,968
Long-term obligations 353,628 735,908
------------ -------------
Total liabilities 930,645 1,420,876
Stockholders' equity (deficit):
Common stock, $.001 par value:
Authorized shares - 10,000,000
Issued and outstanding shares -
651,658 and 3,184,506
at December 31, 1995, and
September 30, 1996, respectively 652 3,185
Additional paid-in capital 162,471 10,777,241
Accumulated deficit (762,671) (4,744,254)
------------ -------------
Total stockholders' equity (deficit) (599,548) 6,036,172
Total liabilities and ------------ -------------
stockholders' equity (deficit) $ 331,097 $ 7,457,048
============ =============
See accompanying notes to condensed financial statements.
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BOREALIS TECHNOLOGY CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- ---------------------------
1995 1996 1995 1996
--------- ----------- ---------- ------------
Total revenues $ 318,142 $ 28,621 $ 659,906 $ 151,681
Cost of revenues 96,866 12,951 185,468 58,573
--------- ----------- --------- -----------
Gross profit
221,276 15,670 474,438 93,108
Operating expenses:
Sales and marketing 51,798 801,386 146,634 1,667,410
Research and development 126,121 591,529 385,175 1,327,580
General and administrative 80,258 579,354 211,914 1,069,963
--------- ----------- --------- -----------
Total operating expenses 258,177 1,972,269 743,723 4,064,953
--------- ----------- --------- -----------
Loss from operations
(36,901) (1,956,599) (269,285) (3,971,845)
Interest income (expense) (5,587) 45,726 (11,510) (9,738)
--------- ----------- --------- -----------
Net loss $ (42,488) $(1,910,873) $(280,795) $(3,981,583)
========= =========== ========= ===========
Net loss per common share and
common share equivalent $ (0.06) $ (0.61) $ (0.41) $ (2.55)
========= =========== ========= ===========
Weighted average number
of common shares outstanding 690,944 3,130,725 690,944 1,560,567
========= =========== ========= ===========
See accompanying notes to condensed financial statements.
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BOREALIS TECHNOLOGY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30
------------------------------
1995 1996
----------- ------------
Operating Activities
Net loss $ (280,795) $(3,981,583)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 50,244 93,383
Common stock issued for compensation 2,598 -
Changes in assets and liabilities:
(Increase) decrease in assets
Accounts receivable (3,882) 36,188
Deposits and prepaid expenses (2,913) (188,550)
Increase (decrease) in liabilities
Accounts payable 458 41,136
Other liabilities 136,316 7,101
----------- ------------
Net cash used in operating activities (97,974) (3,992,325)
Investing Activities
Investment in long term certificate
of deposit - (650,000)
Purchase of property and equipment (54,919) (253,030)
----------- ------------
Net cash used in investing activities (54,919) (903,030)
Financing Activities
Proceeds from issuance of notes
payable to stockholders 119,948 750,000
Repayments of notes payable to
stockholders (105,000) (971,311)
Borrowings of long term line of
credit - 650,000
Proceeds from issuance of convertible
promissory notes - 675,570
Proceeds from sale of common stock,
net 120,000 9,589,657
----------- ------------
Net cash provided by financing
activities 134,948 10,693,916
----------- ------------
Net (decrease) increase in cash and
cash equivalents (17,945) 5,798,561
Cash and cash equivalents - beginning
of period 47,436 158,840
----------- ------------
Cash and cash equivalents - end of
period $ 29,491 $ 5,957,401
=========== ============
See accompanying notes to condensed financial statements.
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BOREALIS TECHNOLOGY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. This includes an adjustment to reduce revenues and general and
administrative expense by $27,365 each for the nine months ended September 30,
1996. This adjustment had no effect on the reported loss from operations.
Operating results for the three and nine-month periods ended September 30, 1996
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, refer to the 1995 financial
statements and footnotes thereto included in the Company's Registration
Statement (Form SB-2) filed with the Securities and Exchange Commission.
Note B - Financing
On June 27, 1996, the Company successfully completed its initial public
offering. The Company issued 2,000,000 shares of its Common Stock with proceeds
net of offering expenses and underwriter's discounts of $8,352,400 On July 18,
1996, the Company issued 291,050 shares of Common Stock pursuant to the
exercise of an over-allotment option granted by the Company to the underwriter
of its initial public offering, with proceeds net of offering expenses and
underwriter's discounts of $1,237,257.
Note C - Loss per Common Share
Loss per share was computed by dividing the net loss by the weighted average
number of shares of common stock outstanding. Common stock equivalents from
stock options and warrants are excluded from the computation because their
effect is anti-dilutive. The weighted average number of shares of common stock
and common stock equivalents has been computed in accordance with Securities
and Exchange Commission's Staff Accounting Bulletin No. 83, pursuant to which
"cheap stock,' as defined, is considered outstanding even if the effect is
anti-dilutive. Fully diluted earnings per share are considered equal to primary
earnings per share in all periods presented.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussions and analyses contain forward-looking
statements regarding future events and the future financial performance of
Borealis Technology Corporation (the "Company") that involve risks and
uncertainties including, but not limited to, statements related to the expected
introduction of Arsenal and the adequacy of the Company's cash reserves.. The
Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including
those set forth herein under "Risk Factors" and specifically including "Risk
Factors;mdComplete Dependence on Anticipated Product Introduction", and "Risk
Factors;mdRapid Technological Change; Risk of Product Delays or Defects".
The Company has experienced a significant decrease in revenues and
significant operating losses for the nine month period ended September 30, 1996
as a result of the Company's decision to cease sales and marketing of its
previous products in order to concentrate its efforts on the development of its
sales automation product, Arsenal. Prior period revenues have been generated
almost entirely from the sale of these products it no longer sells and,
therefore, should not be used as a predictor of future revenue performance.
Although the Company continues to provide product support of such products,
this activity is not expected to be meaningful to future operating results. Due
to the recent shift to the development of Arsenal, the Company expects to
derive substantially all of its revenues, if any, from the sale of Arsenal
licenses and affiliated maintenance contracts. However, there can be no
assurance the Company will successfully or timely complete the development of
Arsenal, that Arsenal will meet with market acceptance, or that the Company
will ever achieve profitability.
The Company's future operating results will depend on many factors,
including demand for Arsenal, which has not yet been completed or introduced,
the level of product and price competition, the ability of the Company to
develop and market new products and to control costs, the ability of the
Company to expand its direct sales force and indirect distribution channels and
the ability of the Company to attract and retain key personnel. In particular,
the ability of the company to achieve revenue growth in the future will depend
on its success in adding, assimilating and retaining a substantial number of
direct sales personnel and third party integrators in future periods. Further,
any purchase of Arsenal will be discretionary and will generally involve a
significant commitment of capital. As a result, in the event of any downturn in
any potential customer's business or the economy in general, purchases of the
Company's products may be deferred or canceled which could have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company has generally recognized and expects to recognize product and
license revenue which is not subject to significant obligations upon execution
of a licensing agreement and delivery of the software and when collection is
deemed probable. Services revenues have been and are expected to be recognized
as services are performed while maintenance revenues have been and are expected
to be recognized ratably over the term of the support period.
Revenues:
Net revenues have historically consisted of revenue from the licensing and
sale of products, revenue from service and maintenance agreements and revenue
from consulting services. Net revenues decreased from $318,142 to $28,621 in
the quarters ended September 30, 1995 and 1996, respectively. This decrease was
primarily due to the cessation of sales of the Company's previous products. The
majority of the revenues in the quarter ended September 30, 1996 are
attributable to the recognition of revenue related to maintenance contracts,
and are not indicative of any new product sales. Revenues for the nine months
ended September 30, 1996 include an adjustment of $27,365. This adjustment was
made to properly reflect revenues related to service and maintenance contracts
in the second quarter ended June 30, 1996. The Company anticipates that
revenues will continue to decrease until the introduction of Arsenal, which is
not expected until the fourth quarter of 1996, at the earliest.
Cost of Revenues:
Cost of revenues represents primarily amounts incurred pursuant to
royalty obligations and maintenance agreements on certain technology. The cost
of revenues decreased from $96,866 to $12,951 in the quarters
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ended September 30, 1995 and 1996, respectively, primarily due to the cessation
of sales of the Company's previous products. The Company believes that the
ratio of cost of revenues to revenues is not meaningful in this period or
indicative of future results.
Operating Expenses:
Operating expenses are comprised of sales and marketing, research and
development, and general and administrative expenses. Operating expenses
increased from $258,177 to $1,972,269 in the quarters ended September 30, 1995
and 1996, respectively. The increase was due primarily to an increase in
staffing and expenses associated with the development, sales and marketing of
Arsenal. In particular, the Company has undertaken significant expenses with
regard to the marketing of Arsenal, including appearances at several trade
shows, print advertising, and public relations. In addition, the number of the
Company's employees has increased from 14 to 42 in such quarters. The Company
anticipates that such expenses will continue to increase for the foreseeable
future.
Liquidity and Capital Resources
In June, the Company completed an initial public offering of 2,000,000
shares of Common Stock. In July, the Company completed the public sale of an
additional 291,050 shares of Common Stock pursuant to the exercise of an
over-allotment option granted by the Company to the underwriter of the
Company's initial public offering. As a result of these offerings, the Company
recorded proceeds of $9.6 million, net of related underwriting discounts and
offering expenses. The Company has invested the proceeds from these offerings
in investment grade, interest-bearing securities, and has not invested in any
derivative securities or other financial instruments that involve a high level
of complexity or risk.
Additional financing activities for the quarter ended September 30, 1996
included $114 thousand in new long term lease commitments to finance purchases
of equipment and office furniture and a $650 thousand bank loan secured by an
18 month restricted certificate of deposit. The bank loan was secured to repay
certain stockholder debt which was at less favorable terms.
Over the last nine months the Company used $4.1 million of cash to fund
operations. Net cash used in operating activities was primarily for the
development, sales and marketing costs associated with Arsenal. The Company's
principal investing activities consisted of expenditures for computers,
computer related equipment, office furniture and leasehold improvements
associated with a new office facility the Company will begin occupying at the
end of 1996. Additionally, the Company paid $150 thousand as payment to
purchase certain technology to be used in the Company's Arsenal product. A
final $100 thousand payment for the purchase of the technology was made in
October of 1996.
The Company believes that its current cash and short-term investment
balances will be sufficient to meet its working capital and capital expenditure
requirements until the introduction of its Arsenal product. In the event that
the introduction or market acceptance of Arsenal is delayed or does not occur,
these cash and short-term investment balances may not be adequate to sustain
the operations of the Company and may require the Company to obtain additional
equity or debt financing. There can be no assurance that such financing will be
available to the Company at all, or on terms acceptable to the Company.
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Risk Factors
Complete Dependence on Anticipated Product Introduction
In recent periods, the Company ceased sales and marketing activities
related to all of its products and shifted its operational and strategic focus
to the development of its new product under development, Arsenal, and the
establishment of a third-party integrator channel. As a result, the Company
expects to derive substantially all of its revenues, if any, from the sale of
Arsenal licenses and associated maintenance contracts. Consequently, the
Company's future performance is highly dependent on the successful development,
introduction and commercial acceptance of Arsenal. Unless and until Arsenal is
introduced and receives market acceptance, the Company will have no material
source of revenue. Although the Company has completed much of the development
of Arsenal, significant additional development and testing will be required
before commercial introduction, which introduction is not expected until the
fourth quarter of 1996, at the earliest. There can be no assurance that Arsenal
can be successfully developed and introduced in a timely manner, or at all, or
that it will achieve market acceptance. The Company's ability to effectuate the
introduction of Arsenal will be substantially dependent on the hiring and
training of additional personnel of which there can be no assurance. Commercial
acceptance of Arsenal will require the Company to successfully establish
additional sales and distribution channels, of which there can be no assurance.
Failure of the Company to achieve significant market acceptance of the Arsenal
product will have a material adverse effect on the Company's business,
financial condition and operating results.
Dependence on Systems Integrators and Third Party Consultants
Sales automation software products that address the needs of medium to
large-size businesses are typically highly complex and require significant
customization that often results in an extensive implementation process. The
Company's strategy for implementing Arsenal will be dependent on the
utilization of third-party integrators to install, customize and service the
product. Consequently, third-party integrators will be required to undergo a
substantial amount of training to be able to apply the Company's products to
the varied needs of the Company's prospective customers. There can be no
assurance that the Company's training will be sufficient or that such
integrators will be able to provide the level or quality of service required to
meet the needs of the Company's prospective customers. The Company will likely
be dependent on third-party integrators to complete certain post-delivery
obligations prior to the Company's recognition of revenue. Any failure of such
integrators to complete such obligations could prevent the Company from
recognizing revenue and the failure to so recognize revenue could have a
material adverse effect on the Company's business, financial condition and
results of operations. If the Company is unable to develop or maintain
effective, long-term relationships with these integrators, or if such
integrators fail to meet the needs of the Company's prospective customers in a
timely fashion, or at all, such failure would result in a loss of, or delay in,
market acceptance or sales and could result in increased product support costs
and an injury to the Company's reputation, which would have a material adverse
effect on the Company's business, financial condition and results of
operations.
The Company does not plan to enter into or maintain exclusive
relationships with third-party integrators and, consequently, such integrators
may have existing relationships with, or may undertake new relationships with,
the Company's direct competitors. There can be no assurance that such
integrators will promote Arsenal effectively, or at all. The failure of the
Company to sufficiently incent such integrators will materially and adversely
affect the Company's sales of Arsenal which will have a material adverse effect
on the Company's business, financial condition and results of operations.
Recent Losses; Quarterly Fluctuations in Performance
The Company has experienced significant operating losses in each of fiscal
1994 and 1995 and for the nine months ended September 30, 1996 and expects to
incur significant operating losses for the foreseeable future. In recent
periods, the Company ceased sales and marketing of its entire product line and
shifted its focus to the development of Arsenal and the establishment of a
third-party integrator channel. As a result, the Company expects to derive
substantially all of its revenues, if any, from the sale of Arsenal licenses
and maintenance contracts for Arsenal. The Company does not expect any Arsenal
revenues, if ever, until the fourth quarter of 1996, at the earliest. Moreover,
there can be no assurance that the Company will ever achieve profitability.
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In the past, the Company experienced significant fluctuations in its
quarterly operating results, and it anticipates that such fluctuations will
continue and could intensify in the future. Fluctuations in operating results
may result in volatility in the price of the Company's Common Stock. Operating
results may fluctuate as a result of many factors, including the level of
research and development required to complete Arsenal or any future product
enhancements, the extent to which the Company is required to establish and
support a third-party integrator channel, announcements by the Company and its
competitors, volume and timing of orders received, if any, during the period,
the timing of commercial introduction of Arsenal or Arsenal enhancements or
competitive products, and the impact of price competition on the Company's
average selling prices. Almost all of these factors are beyond the Company's
control. In addition, due to the short product life cycles that characterize
the sales automation software market, the Company's failure to introduce
Arsenal or any Arsenal enhancements in a timely manner will have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company's operating expenses are relatively fixed in the short term.
As a result, variations in the timing of the recognition of revenues could
cause significant variations in quarterly operating results. Notwithstanding
the difficulty in forecasting future sales, the Company generally must
undertake its development, sales and marketing activities and other commitments
months in advance. Accordingly, any shortfall in revenues in a given quarter
may materially adversely affect the Company's business, financial condition and
results of operations due to the inability to adjust expenses during the
quarter to match the level of revenues for the quarter. Once commitments for
such expenditures are undertaken, the Company may be unable to reduce them in a
timely manner in order to help offset any shortfall in revenues. In addition,
the Company's sales expectations are based entirely on its internal estimates
of future demand. Due to these and other factors, the Company believes that
quarter to quarter comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.
Rapid Technological Change; Risk of Product Delays or Defects
The sales automation software market is characterized by ongoing
technological developments, frequent new product announcements and
introductions, evolving industry standards and changing customer requirements.
The introduction of products embodying new technologies and the emergence of
new industry standards and practices can render existing products obsolete and
unmarketable. The Company's future success depends in large part upon its
ability to develop and introduce Arsenal successfully, develop enhancements to
Arsenal to address the changing requirements of its customers, educate
third-party integrators regarding Arsenal and anticipate or respond to
technological advances, competitive products and emerging industry standards
and practices in a timely, cost-effective manner. There can be no assurance
that the Company will be successful in developing, introducing, marketing and
supporting Arsenal or enhancements to Arsenal, if any, or will not experience
difficulties that could delay or prevent the successful development,
introduction, marketing, sale and support of these products, or that Arsenal or
any such product enhancements will adequately meet the requirements of the
marketplace and achieve any significant degree of commercial acceptance. Delays
in the commencement of commercial shipments of Arsenal and delays in
enhancements to Arsenal, if any, may result in customer dissatisfaction and
delay or loss of product revenue.
Software products such as Arsenal often contain errors or "bugs" that can
adversely affect the performance of the product or damage a user's data. As a
result, such software defects can have a materially adverse effect on the
financial condition and operating results of the Company. There can be no
assurance that, despite testing by the Company and by potential customers,
errors will not be found in Arsenal, resulting in a loss of, or delay in,
market acceptance and sales, diversion of development resources, injury to the
Company's reputation, or increased service and warranty costs, any of which
could have a material adverse effect on the Company's business, financial
condition and results of operations.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
2.1(1) Agreement and Plan of Merger between Borealis
Corporation, a Nevada corporation, and Borealis
Technology Corporation, a Delaware corporation,
dated June 7, 1996.
3.1(1) Registrant's
Certificate of Incorporation, as currently in
effect.
3.2(1) Registrant's Bylaws, as currently in effect.
10.1(1) Real Property Lease between Registrant and Incline
Investors Group, dated June 15, 1995.
10.2(1) Real Property Sublease between Registrant and U.S.
Bank of Nevada, dated November 7, 1995.
10.3(1) 1994 Stock Plan.
10.4(1) 1996 Stock Plan.
10.5(1) 1996 Director Option Plan.
10.6(1) Form of Indemnification Agreement.
10.7(1) Asset License and Purchase
Agreement between the Registrant and
Sales Technologies, Inc., dated April 15, 1994.
10.8(1) Lease between the Registrant and DBB Holdings,
Inc., dated June 11, 1996.
10.9(2) Promissory Note between the Registrant and
US Bank dated July 11, 1996
_________________________
(1) Incorporated by reference to exhibits filed with Registrant's
Registration Statement on Form SB-2 which became effective on
June 20, 1996.
(2) Incorporated by reference to exhibits with Registrant's
Quarterly Report on Form 10-QSB filed August 13, 1996.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Registrant during the quarter
ended September 30, 1996.
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SIGNATURE
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.
BOREALIS TECHNOLOGY CORPORATION
Registrant
BY: /s/ Curtis Faith
Curtis Faith
President
Chief Executive Officer
and Chairman
Dated: November 13, 1996
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27.1 Financial Data Schedule