FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-15935
ALTRIS SOFTWARE, INC.
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formerly Alpharel, Inc.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3634089
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9339 CARROLL PARK DRIVE, SAN DIEGO, CA 92121
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(Address of principal executive offices and zip code)
(619) 625-3000
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(Registrants telephone number, including area code)
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
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Number of shares of Common Stock outstanding
at October 25, 1996: 9,507,266
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Number of Sequentially Numbered Pages: 13
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Exhibit Index at Page 12
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ALTRIS SOFTWARE, INC.
INDEX
Page Number
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet 3
Consolidated Statement of Operations 4
Consolidated Statement of Cash Flows 5
Notes to the Consolidated Financial
Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 8
PART II. OTHER INFORMATION 11
2
ALTRIS SOFTWARE, INC.
PART 1. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEET
ASSETS
September 30, 1996 December 31, 1995
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(unaudited)
Current assets:
Cash and cash equivalents $ 1,423,000 $ 4,656,000
Short term investments 90,000 270,000
Receivables, net 8,430,000 4,207,000
Inventory, net 478,000 469,000
Other current assets 884,000 803,000
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Total current assets 11,305,000 10,405,000
Property and equipment, net 2,021,000 1,645,000
Computer software, net 2,024,000 1,549,000
Goodwill 4,797,000 4,945,000
Deposits and other assets 450,000 458,000
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Total assets $ 20,597,000 $ 19,002,000
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,272,000 $ 2,192,000
Accrued liabilities 2,075,000 3,211,000
Notes payable 200,000 1,834,000
Convertible note payable - 1,000,000
Deferred revenue 785,000 1,229,000
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Total current liabilities 5,332,000 9,466,000
Long term note payable 621,000 475,000
Other long term liabilities 620,000 945,000
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Total liabilities 6,573,000 10,886,000
Commitments
Shareholders' equity:
Preferred stock, $1 par value,
1,000,000 shares authorized; 650,761
designated; 172,500 shares issued and
outstanding - 3,306,000
Common stock, no par, 20,000,000 shares
authorized; 9,465,444 and 8,475,451 issued
and outstanding, respectively 61,233,000 54,085,000
Foreign currency translation adjustment 22,000 -
Accumulated deficit (47,231,000) (49,275,000)
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Total shareholders' equity 14,024,000 8,116,000
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Total liabilities and shareholders' equity $ 20,597,000 $ 19,002,000
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See accompanying notes to the consolidated financial statements
3
ALTRIS SOFTWARE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands except per share data)
For the three months For the nine months
ended September 30, ended September 30,
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1996 1995 1996 1995
---- ---- ---- ----
Revenues $ 5,806 $ 3,127 $ 17,973 $ 9,629
Cost of revenues 2,395 1,276 7,041 4,390
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Gross profit 3,411 1,851 10,932 5,239
-------- -------- -------- --------
Operating expenses:
Research and development 791 326 2,547 886
Marketing and sales 1,357 942 4,004 2,413
General and administrative 758 357 2,323 1,078
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Total operating expenses 2,906 1,625 8,874 4,377
-------- -------- -------- --------
Income from operations 505 226 2,058 862
Interest and other income 18 31 64 101
Interest and other expense (31) (28) (78) (82)
-------- -------- -------- --------
Income before taxes 492 229 2,044 881
Provision for taxes - - - -
-------- -------- -------- --------
Net income $ 492 $ 229 $ 2,044 $ 881
-------- -------- -------- --------
Net income per share $ .05 $ .03 $ .22 $ .12
-------- -------- -------- --------
Weighted average shares outstanding 9,651 7,497 9,414 7,182
See accompanying notes to the consolidated financial statements.
4
ALTRIS SOFTWARE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the nine months
ended September 30,
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1996 1995
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Cash flow from operating activities:
Net income $ 2,044,000 $ 881,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,506,000 508,000
Changes in assets and liabilities:
Receivables (4,223,000) (586,000)
Inventory (9,000) 321,000
Other assets (614,000) (593,000)
Accounts payable 80,000 73,000
Accrued liabilities (1,136,000) 65,000
Billings in excess of costs - 22,000
Deferred revenue (444,000) (164,000)
Other long term liabilities (325,000) -
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Net cash (used in) provided by operating activities (3,121,000) 527,000
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Cash flows from investing activities:
Short term investments maturing 180,000 1,354,000
Purchases of property and equipment (857,000) (448,000)
Proceeds from sale of property and equipment - 4,000
Purchases of software (20,000) (67,000)
Computer software capitalized (791,000) (720,000)
Cash paid to former Optigraphics shareholders - (171,000)
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Net cash (used in) provided by investing activities (1,488,000) (48,000)
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Cash flows from financing activities:
Principal payment under cash advanced by a bank related
to former Optigraphics shareholder notes payable (1,634,000) -
Principal payments under note payable (116,000) (59,000)
Proceeds from exercise of stock options 919,000 90,000
Net borrowings under revolving loan agreement 262,000 700,000
Net proceeds from issuance of preferred stock 1,923,000 -
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Net cash provided by financing activities 1,354,000 731,000
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Effects of exchange rate changes on cash 22,000 -
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Net (decrease) increase in cash and cash equivalents (3,233,000) 1,210,000
Cash and cash equivalents at beginning of period 4,656,000 1,036,000
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Cash and cash equivalents at end of period $ 1,423,000 $2,246,000
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Supplemental cash flow information:
Interest paid $ 50,000 $ 83,000
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Schedule of non-cash financing activity:
Conversion of Preferred Stock and note payable to
Common Stock $ 6,230,000 -
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Indemnification obligations applied against notes
payable to former Optigraphics shareholders - $ 100,000
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See accompanying notes to the consolidated financial statements.
5
ALTRIS SOFTWARE, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated balance sheet of Altris Software, Inc. (the
"Company") as of September 30, 1996 and the consolidated statement of
operations and of cash flows for the three and nine month periods ended
September 30, 1996 and 1995 are unaudited. The consolidated financial
statements and related notes have been prepared in accordance with generally
accepted accounting principles applicable to interim periods. In the opinion
of management, the consolidated financial statements reflect all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the consolidated financial position, operating results and cash
flows for the periods presented.
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany accounts and transactions
have been eliminated.
NOTE 2 - NET INCOME PER SHARE
Net income per share is computed on the basis of weighted average shares
and common stock equivalent shares outstanding for each period presented, if
dilutive.
NOTE 3 - INVENTORY
Inventory consists of parts, supplies, and subassemblies stated at the
lower of cost or market value. Cost is determined using the first-in,
first-out (FIFO) method. As of September 30, 1996 and December 31, 1995, the
Company's reserve against excess quantities totaled $2,119,000.
NOTE 4 - NOTE PAYABLE
In September 1995, the Company entered into a revolving loan and security
agreement, which provides for borrowings of up to $1,000,000. At September 30,
1996, $821,000 was outstanding on the revolving loan agreement. The maximum
credit available under this facility declines by $200,000 in September of each
year commencing in 1996. The loan balance is payable in monthly installments
of $16,667 with interest equal to the 30-day Commercial Paper Rate plus 2.95%
(8.37% at September 30, 1996). Total borrowings under the revolving loan
agreement are collateralized by the Company's assets. The revolving loan and
security agreement contains certain restrictive covenants including debt to
tangible net worth ratio.
At December 31, 1995, the Company had an outstanding payable for cash
advanced by a bank which acted as paying agent for the notes due to former
Optigraphics shareholders having a principal balance of $1,634,000 in which the
balance was paid in January 1996. The notes with an original maturity of
September 1995 provided for interest payable quarterly at 6% per annum and were
issued as part of the total consideration paid in connection with the
acquisition of Optigraphics Corporation.
At December 31, 1995, the Company had an outstanding convertible note in
connection with the acquisition of Trimco Group plc ("Trimco") having a
principal balance of $1,000,000 payable at 7% per annum, due on September 27,
1996. In February 1996, the note was converted into 125,000 shares of the
Company's common stock.
6
NOTE 5 - PREFERRED STOCK
In April 1996, the Company issued 100,000 shares of a new series of
preferred stock, the Series C Convertible Preferred Stock (the "Series C
Preferred Stock"), in a private placement to a purchaser who is not a resident
of the United States, in reliance on the exemption set forth in Regulation S of
the Securities and Exchange Commission. In consideration for the issuance and
sale of the Series C Preferred Stock, the Company received $2,000,000 in cash
proceeds before expenses. The Series C Preferred Stock bore a dividend of 8%
per annum, accruing quarterly, and was convertible into shares of the Company's
common stock after June 9, 1996, at the option of the holder, and after August
23, 1996, at the Company's option. The conversion ratio is a fraction, the
numerator of which is $20.00 plus accrued but unpaid dividends, and the
denominator of which is the lesser of $5.16 (the closing price on April 24,
1996, the date preceding the date of issuance), and 80% of the average closing
trading price on the three trading days immediately preceding the date of
conversion.
In June 1996, 37,500 shares of Series C Preferred Stock were converted
into 72,726 shares of common stock. In July 1996, the remaining 62,500 shares
of Series C Preferred Stock were converted into 163,274 shares of common stock.
In December 1995 the Company issued 172,500 shares of a new series of
preferred stock, the Series B Convertible Preferred Stock (the "Series B
Preferred Stock") for total proceeds of $3,450,000 before expenses. In
February 1996, all of such shares of Series B Preferred Stock were converted
into 406,617 shares of common stock.
NOTE 6 - PURCHASE ACCOUNTING
During the third quarter 1996, the Company completed the allocation of
the purchase price initially made at the time of the Trimco acquisition
(December 1995) based on preliminary information, which resulted in an
increase in purchased technology of $120,000. The additional purchased
technology is being amortized over the greater of the ratio of current gross
revenues associated with such technology to the total of current and expected
gross revenues or the straight line method. In addition, in September 1996
the Company settled a contract dispute associated with certain claims on
Trimco projects performed in 1995. The settlement payment resulted in an
increase to goodwill of $432,000. The additional goodwill is being amortized
over the remaining useful life of the goodwill.
NOTE 7 - SUBSEQUENT EVENT
On October 24, 1996 the Company's shareholders approved a change in the
Company's name to Altris Software, Inc. and a 1-for-2 reverse stock split of
all of the Company's common stock. The reverse stock split was effective
October 25, 1996 and all references in the consolidated financial statements
and related notes have been restated to reflect the split.
Also in October 1996, the Company entered into an additional revolving
loan and security agreement, which provides for borrowings of up to $1,000,000,
to provide for the purchase of computer equipment. The loan balance is payable
in monthly installments with interest equal to the 30-day Commercial Paper Rate
plus 2.95%. Each installment payable prior to the first day of the second
calendar month following the final advance on the loan account, which is no
later than August 30, 1997, is an amount equal to accrued and unpaid interest
only. The revolving loan and security agreement contains certain restrictive
covenants including debt to tangible net worth ratio.
7
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THE THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 1995.
Revenues
Revenues for the three and nine months ended September 30, 1996 were
$5,806,000 and $17,973,000, respectively, as compared to $3,127,000 and
$9,629,000 for the three and nine months ended September 30, 1995. The increase
of 86% and 87%, respectively, in revenues for the three and nine months ended
September 30, 1996 is the result of the expansion of business opportunities and
resources in both international and domestic markets as a result of the
acquisition of Trimco in December of 1995. In addition, revenues increased due
to sales of new software product and version releases, including the Company's
new workflow product.
For the three and nine months ended September 30, 1996 revenues consisted
of new system revenues of $3,611,000 (62%) and $11,132,000 (62%), respectively,
and revenues related to system enhancements, expansion and maintenance of
$2,195,000 (38%) and $6,841,000 (38%), respectively. This compares to 1995
revenues of $1,683,000 (54%) and $5,249,000 (55%), respectively, in new system
revenues and revenues related to system enhancements, expansion and maintenance
of $1,444,000 (46%) and $4,380,000 (45%), respectively. The increase in new
system revenues in third quarter 1996 is primarily due to large orders from
several new customers.
A small number of customers have typically accounted for a large
percentage of the Company's annual revenue. In the first nine months of 1996,
one customer accounted for 11% of total revenue. For the first nine months of
1995, no customer accounted for over 10% of total revenue. One consequence of
the Company's dependence on a small number of customers has been that revenue
can fluctuate significantly on a quarterly basis. The Company's reliance on
relatively few customers could have a material adverse effect on the results of
its operations, particularly in light of the current prevailing adverse
conditions in certain industries, including aerospace and defense-related
manufacturing, in which many of the Company's principal customers operate.
Additionally, a significant portion of the Company's revenues have historically
been derived from the sale of systems to new customers.
Cost of Revenues
Gross profit was $3,411,000 or 59% and $10,932,000 or 61% for the three
and nine months ended September 30, 1996. For the comparable periods in 1995,
gross profit was $1,851,000 or 59% and $5,239,000 or 54%, respectively.
Software and services are sold at a significantly higher margin than third
party products which are resold at a lower gross profit percentage in order for
the Company to remain competitive in the marketplace. The increase in the
gross profit percentage was due primarily to the significant increase in
software license revenue, which typically has a gross profit of approximately
80%. Software license revenue was $2,765,000 (48%) and $10,564,000 (59%) for
the three and nine months ended September 30, 1996. This compares to
$1,477,000 (47%) and $3,531,000 (37%) for the same period in 1995. Gross
profit percentage can fluctuate quarterly based on the revenue mix of Company
software, services, proprietary hardware and third party software or hardware.
8
Operating Expenses
Research and development expense for the three and nine months ended
September 30, 1996 was $791,000 and $2,547,000 versus $326,000 and $886,000 for
the same periods in the prior year. The significant increase is primarily due
to additional personnel from the acquisition of Trimco devoted to research and
development activities associated with new product version releases and the
next generation product suite. Research and development expense can vary year
to year based on the amount of engineering service contract work required for
customers versus purely internal development projects. Technical expenses on
customer-funded projects are included in cost of revenues, while expenses on
internal projects are included in research and development expense. For the
three and nine months ended September 30, 1996, technical expense included in
cost of revenues was $632,000 and $2,107,000, respectively, versus $512,000 and
$1,635,000, respectively, for the same period last year.
Marketing expense for the three and nine months ended September 30, 1996
was $1,357,000 and $4,004,000 as compared to $942,000 and $2,413,000 for the
three and nine months ended September 30, 1995. This increase is primarily due
to additional personnel and other costs resulting from the addition of Trimco's
operations.
General and administrative expense for the three and nine months ended
September 30, 1996 increased to $758,000 and $2,323,000 from $357,000 and
$1,078,000 for the three and nine months ended September 30, 1995. The
increase in general and administrative expense was due primarily to additional
personnel and other administrative costs resulting from the acquisition of
Trimco and related amortization of goodwill.
Interest and Other Income
Interest and other income was $18,000 and $64,000 for the three and nine
months ended September 30, 1996 as compared to $31,000 and $101,000 in the
prior year. The decrease is due primarily to reduced interest income resulting
from lower short term investment balances during the first nine months of 1996
versus 1995.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company's cash and cash equivalents totaled
$1,423,000 as compared to $4,656,000 at December 31, 1995. Short term
investments were $90,000 at September 30, 1996 versus $270,000 at December 31,
1995. Short term investments are comprised primarily of certificates of
deposit and treasury bills. At September 30, 1996, the Company's current ratio
was 2 to 1.
For the first nine months of 1996, the Company used cash of $3,121,000 in
operating activities, $1,488,000 in investing activities, and generated cash of
$1,354,000 in financing activities. A substantial portion of the cash used in
financing activities was in connection with a $1,634,000 payment of cash
advanced by a bank which acted as paying agent for notes due to former
shareholders of Optigraphics Corporation which was acquired in 1993. During
the first nine months of 1995, the Company generated cash of $527,000 in
operating activities, used cash of $48,000 in investing activities, and
generated cash of $731,000 in financing activities.
In December 1995, the Company acquired Trimco. The cash portion of the
consideration paid to Trimco shareholders totaled $5,550,000. As part of the
transaction, the Company also issued a convertible note payable which was due
in September 1996, having a principal balance of $1,000,000 with interest
payable at 7% per annum. In February 1996, the note was converted into
125,000 shares of the Company's common stock.
The Company anticipates that its combination with Trimco and the
integration of the workforce and products of the combined companies will
continue to require a significant use of working capital. The Company believes
that current working capital and funds generated from operations will be
adequate to meet expected needs for working capital and capital expenditures
over at least the next twelve months; however, in order to continue to
accelerate the development, expansion, and enhancement of a new integrated
product line and the next generation product suite, the Company intends to
explore additional financing options. In October 1996 the Company entered into
an additional revolving loan and security agreement for $1,000,000 (see Note 7
to the consolidated financial statements).
9
Net Operating Loss Tax Carryforwards
As of December 31, 1995, the Company had a net operating loss carryforward
("NOL") for Federal income tax purposes of approximately $34,000,000. In
addition, the Company generated but has not used research and investment tax
credits for Federal income tax purposes of approximately $600,000. The Company
has fully reserved the resultant deferred tax asset in as much as it has been
determined that it is more likely than not such deferred tax asset will not be
realized. Under the Internal Revenue Code of 1986, as amended (the "Code"),
the Company generally would be entitled to reduce its future Federal income tax
liabilities by carrying unused NOL forward for a period of 15 years to offset
future taxable income earned, and by carrying unused tax credits forward for a
period of 15 years to offset future income taxes. The Company's ability to
utilize any NOL and credit carryforwards in future years may be restricted,
however, in the event the Company undergoes an "ownership change," generally
defined as a change of ownership of more than 50 percentage points by one or
more statutorily defined "5-percent stockholders" of a corporation, as a result
of future issuances or transfers of equity securities of the Company within a
three-year testing period. In the event of an ownership change, the amount of
NOL attributable to the period prior to the ownership change that may be used
to offset taxable income in any year thereafter generally may not exceed the
fair market value of the Company immediately before the ownership change
(subject to certain adjustments) multiplied by the applicable long-term, tax-
exempt rate announced by the Internal Revenue Service in effect for the date of
the ownership change. A further limitation would apply to restrict the amount
of credit carryforwards that might be used in any year after the ownership
change. As a result of these limitations, in the event of an ownership change,
the Company's ability to use its NOL and credit carryforwards in future years
may be delayed and, to the extent the carryforward amounts cannot be fully
utilized under these limitations within the carryforward periods, these
carryforwards will be lost.
In addition to the NOL for Federal income tax purposes, the Company has a
NOL for state income tax purposes of approximately $14,000,000 as of December
31, 1995.
Over the past three years the Company has issued equity securities in
connection with the conversion of convertible preferred stock, the Trimco
acquisition in December 1995, the Optigraphics acquisition in September 1993,
and through traditional stock option grants to employees. Although there was
no "ownership change" in 1995, or in the first nine months of 1996, this
activity, combined with the liquidity available to stockholders as a result of
the Company's common stock trading on The Nasdaq National Market, increases the
potential for an "ownership change" for income tax purposes.
In connection with the acquisition of Trimco, the Company acquired
deferred tax assets of approximately $926,000. The Company has recorded a
$626,000 valuation allowance, offsetting the deferred tax assets. Any future
recognition of acquired tax benefits will be used first to reduce any
remaining goodwill and other intangible assets related to the acquisition;
once those assets are reduced to zero, the benefit will be included as a
reduction of the Company's income tax provision.
In connection with the acquisition of Optigraphics, the Company acquired
Optigraphics' NOL of $9,500,000 for federal income tax purposes. As a result
of the change in ownership of Optigraphics, approximately $8,000,000 of the NOL
is limited whereby the Company may only utilize approximately $500,000 annually
to offset future taxable income of Optigraphics. The remaining portion of
Optigraphics' NOL does not have any annual limitation.
10
PART II. OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
A Special Meeting of Shareholders was held October 24, 1996. At the
meeting, the shareholders approved a proposal to amend the Company's Articles
of Incorporation to change the name of the Company to "Altris Software, Inc."
The proposal was approved with 16,937,612 proxies voting for, 352,371 voting
against, and 51,720 abstaining. The shareholders also approved a proposal to
amend the Company's Articles of Incorporation to effectuate a 1-for-2 reverse
stock split of all outstanding shares of Common Stock of the Company. The
proposal was approved with 16,269,289 proxies voting for, 1,029,930 voting
against, and 41,984 abstaining.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits - See Exhibit Index on Page 12.
(b) There were no reports on Form 8-K filed for the nine months
ended September 30, 1996.
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.
ALTRIS SOFTWARE, INC.
By: /s/ Jay Tanna
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Jay Tanna
President and Chief Executive Officer
By: /s/ John W. Low
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John W. Low
Chief Financial Officer
Dated: November 12, 1996
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11
EXHIBIT INDEX
Exhibit
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3.7 Amendment to Registrant's Articles of Incorporation
adopted October 24, 1996
10.20 Term WCMA Note dated October 22, 1996 between the
Company and Merrill Lynch Business Financial Services Inc.
11 Statement Re Computation of Net Income Per Share
12