SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1997 COMMISSION FILE NUMBER 0-20777 XIONICS DOCUMENT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-3186685 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 70 BLANCHARD ROAD, BURLINGTON, MA 01803 (Address of principal (Zip Code) executive offices) (781) 229-7000 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) 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. ___ At October 31, 1997, there were 12,006,530 shares of the Company's $0.01 per value common stock issued, with 11,782,467 shares outstanding. - ------------------------------------------------------------------------------- XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES INDEX ITEM PAGE NUMBER NUMBER PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements Balance Sheets--September 30, 1997 and June 30, 1997....... 3 Statements of Operations --Three Months Ended September 30, 1997 and 1996............................................ 4 Statements of Cash Flows--Three Months Ended September 30, 1997 and 1996............................................ 5 Notes to Condensed Consolidated Financial Statements......... 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................. 9 PART II. OTHER INFORMATION ITEM 2. Changes in Securities....................................... 12 ITEM 6. Exhibits and Reports on Form 8-K............................ 12 Signatures.................................................. 13 PART I--FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS September 30, June 30, 1997 1997 ------------- ---------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $18,755,907 $20,843,911 Accounts receivable, less reserves of approximately $128,000 and $119,000 at September 30, 1997 and June 30, 1997, respectively 5,807,536 5,445,913 Contract receivable 8,040,323 7,411,288 Other receivables 646,464 --- Inventories 1,178,231 1,026,980 Prepaid expenses and other current assets 830,325 1,370,908 --------- --------- Total Current Assets 32,258,786 36,099,000 Property and Equipment, net 3,125,298 2,836,669 Deferred tax asset 430,000 930,000 Acquired intangibles, net of accumulated amortization of approximately $813,000 and $782,000 at September 30, 1997 and June 30, 1997, respectively 642,707 420,833 Other assets 				 2,559,719 2,312,611 --------- --------- $42,016,510 $42,599,113 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $1,903,746 $1,965,055 Equipment line of credit 24,608 --- Accrued payroll 100,117 694,354 Accrued expenses 2,970,069 3,356,819 Note payable, current portion 580,000 --- Deferred revenue 1,270,252 1,305,033 ---------- ---------- Total Current Liabilities 6,848,792 7,321,261 Note payable, net of current portion 575,000 --- Stockholders' equity: Preferred Stock, $.01 par value-- Authorized--10,000,000 shares Issued and outstanding--none --- --- Common Stock Authorized--40,000,000 shares Issued--11,998,804 and 11,831,762 shares at September 30, 1997 and June 30, 1997, respectively Outstanding--11,774,741 and 11,607,699 shares at September 30, 119,988 118,317 1997 and June 30, 1997, respectively Additional paid-in capital 46,082,872 45,815,462 Treasury stock, at cost--224,063 shares of Common Stock at September 30, 1997 and June 30, 1997, respectively (151,246) (151,246) Accumulated deficit (11,458,896) (10,504,681) ---------- ---------- Total stockholders' equity 34,592,718 35,277,852 ---------- ---------- $42,016,510 $42,599,113 =========== =========== XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended ---------------------- September 30, September 30, 1997 1996 ------------- -------------- Net revenue $9,451,492 $8,440,926 Cost of revenue 2,396,391 1,559,066 ---------- ---------- Gross profit 7,055,101 6,881,860 Operating expenses: Research and development 3,311,441 3,518,326 Selling, general and administrative 2,206,663 2,259,844 Charge for purchased research and development 2,000,000 --- ---------- ---------- (Loss) income from operations (463,003) 1,103,690 Other income (expense): Interest expense (119) (65,577) Interest income 238,806 11,222 Other expense (29,899) (3,035) ---------- ---------- (Loss) income before provision for income taxes (254,215) 1,046,300 Provision for income taxes 700,000 209,260 ========== ========== Net (loss) income $(954,215) $837,040 ========== ========== Net (loss) income per common and common equivalent share $(0.08) $0.09 ========== ========== Weighted average number of common and common equivalent shares outstanding 11,690,697 9,056,546 ========== ========== XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended ---------------------- September 30, September 30, 1997 1996 ------------- ------------- Cash flows from operating activities: Net (loss) income $(954,215) $837,040 Adjustments to reconcile net (loss) income to net cash used in operating activities: Charge for purchased research and development 2,000,000 --- Depreciation and amortization 457,009 249,956 Deferred taxes 500,000 --- Changes in assets and liabilities-- Accounts receivable (361,623) (617,726) Contract receivable (629,035) (1,979,838) Other receivables (646,464) --- Inventories (151,251) (411,729) Prepaid expenses and other current assets 540,583 (398,044) Accounts payable (61,309) 247,954 Accrued payroll (584,237) --- Accrued expenses (396,750) 1,262,043 Deferred revenue (34,781) 180,778 ---------- ----------- Net cash used in operating activities (322,073) (629,566) ---------- ----------- Cash flows from investing activities: Purchases of property and equipment (713,112) (198,350) Increase in other assets (251,422) (32,092) Cash paid for Seaport, net of cash acquired (902,468) --- Decrease in short-term investments --- 644,613 ---------- ----------- Net cash (used in) provided by investing activities (1,867,002) 414,171 ---------- ----------- Cash flows from financing activities: Repayment of term loans --- (84,666) Proceeds from exercise of stock options 45,819 50 Proceeds from employee stock purchase plan 55,252 --- Deferred offering costs --- (473,561) ---------- ----------- Net cash provided by (used in) financing activities 101,071 (558,177) ---------- ----------- Net decrease in cash and cash equivalents (2,088,004) (773,572) Cash and cash equivalents, beginning of period 20,843,911 2,115,859 ---------- ----------- Cash and cash equivalents, end of period $18,755,907 $1,342,287 ========== =========== Supplemental disclosure of cash flow information: Cash paid for interest $ --- $ 23,783 ========== =========== Cash refunded for taxes, net $ 582,120 $ --- ========== =========== The accompanying notes are an integral part of these condensed consolidated financial statements. XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The condensed consolidated financial statements of Xionics Document Technologies, Inc. and subsidiaries (the Company) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended June 30,1997, included in the Company's annual report on Form 10-K. The condensed consolidated financial statements and notes herein are unaudited, but in the opinion of management, include all the adjustments (consisting only of normal, recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries. The results of operations for the interim periods shown herein are not necessarily indicative of the results to be expected for any future interim period or for the entire year. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the application of certain accounting policies described in this and other notes to these condensed consolidated financial statements. (a) Principles of Consolidation The accompanying condensed consolidated financial statements reflect the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. (b) Contract Receivable The Company had an outstanding contract receivable of $8,040,323 and $7,411,288 at September 30, 1997 and June 30, 1997, respectively, from a significant customer. The contract receivable represents an agreement entered into by the Company and the customer whereby the Company licensed certain of its page description technology, including its version of the PostScript page description language, to the customer. This contract requires that the Company perform customer support in configuring its technology to the customer specifications. The Company follows contract accounting in recognizing revenue on this contract using the percentage of completion accounting. (c) Inventories Inventories, which include material, labor and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consist of the following: SEPTEMBER 30, 1997 JUNE 30, 1997 Raw materials $458,781 $523,295 Finished Goods 719,450 503,685 ---------- ---------- $1,178,231 $1,026,980 ========== ========== The accompanying notes are an integral part of these condensed consolidated financial statements. XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) (d) Property and Equipment The Company records property and equipment at cost and provides for depreciation and amortization on a straight-line basis over the estimated useful lives of the assets, as follows: ESTIMATED USEFUL LIFE SEPTEMBER 30, 1997 JUNE 30, 1997 Asset Classification Computer equipment 3-5 Years $ 3,933,755 $ 3,284,246 Furniture and fixtures 3-7 Years 1,099,132 1,057,440 Machinery and equipment 3-5 Years 330,585 306,983 5,363,472 4,648,669 Less-Accumulated depreciation and amortization (2,238,174) (1,812,000) ----------- ----------- $ 3,125,298 $ 2,836,669 =========== =========== (e) Noncash Investing and Financing Activities SEPTEMBER 30, 1997 SEPTEMBER 30, 1996 Supplemental disclosure of noncash transactions Accretion of Preferred Stock $ --- $ 117,677 ============ ============ Dividends Acquisition of Property and Equipment under Term Loans $ --- $ 144,000 ============ ============ 3. ACQUISITION OF SEAPORT IMAGING On August 13, 1997, the Company acquired Seaport Imaging ("Seaport") for $2,450,000, which included direct acquisition costs of approximately $250,000. The Company paid $1,100,000 in cash at closing and the balance is evidenced by a promissory note payable over two years, subject to adjustment. The acquisition has been accounted for as a purchase in accordance with APB Opinion No. 16, and accordingly, Seaport's operating results from August 13, 1997 are included in the accompanying financial statements. In accordance with APB Opinion No. 16, the Company has allocated the purchase price based on the fair value of assets acquired and liabilities assumed. A significant portion of the purchase price, as described below, has been identified in an independent appraisal as intangible assets using proven valuation procedures and techniques, including approximately $2,000,000 of in-process research and development ("in-process R&D"). The in-process R&D represents the fair value of projects that did not have a future alternative use and was therefore charged to expense as of the acquisition date. Acquired intangibles include the assembled workforce and existing product technology of Seaport. The intangible assets are being amortized over their estimated useful lives of 3 to 5 years. XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. ACQUISITION OF SEAPORT IMAGING (CONT.) The purchase price of $2,450,000, including direct acquisition costs, was allocated as follows: Current assets $ 434,595 Property and equipment 35,209 In-process R&D 2,000,000 Other assets 4,314 Acquired intangibles		 242,706 Liabilities assumed (266,824) ----------- $2,450,000 ----------- XIONICS DOCUMENT TECHNOLOGIES, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation statements regarding the anticipated shipment date of products containing the Company's XipChip 1.5 ASIC and the development of and demand for the Company's future products. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to various risks and uncertainties, including, without limitation: (i) the possibility of termination of the Company's relationship with Hewlett-Packard Company, from which the Company derives a significant portion of its revenue from the supply of software and related technology and support; (ii) the Company's dependence for its revenue upon the success of its customers in developing and selling their own products, which incorporate the Company's technology, to end users; (iii) the possible phasing out of the Company's royalty payments from Lexmark International Group, Inc.; (iv) the Company's dependence on its relationships with a relatively small number of significant customers; (v) the difficulties and risks associated with the development and timely introduction of new products, such as the Company's embedded technology for multifunction peripheral devices, and the market acceptance of those products; (vi) the difficulties and risks associated with competing in a market characterized by rapidly changing technology, evolving industry standards and frequent new product introductions, and in which the market success of entities providing embedded software products for office devices has historically been largely determined by their success in becoming one of the industry's standards; (vii) the Company's dependence for the success of its MFP-oriented products upon broad market acceptance of devices of this type, and upon its OEM customers' ability to develop and market MFPs that meet market demands for functionality, performance, speed, and network connectivity; (viii) the pressures of intense competition from the Company's competitors, including Adobe Systems Incorporated and others with significantly greater resources and name recognition than the Company; (ix) the possibility of increased competition from Adobe, in particular; and (x) the difficulties and risks associated with effective management of the Company's growth. In addition, the market price of the Company's common stock could be subject to significant fluctuations in response to quarter-to-quarter variations in the Company's operating results, announcements of technological innovations or new products by the Company or its competitors and other events or factors. Further, the stock market in recent years has experienced extreme price and volume fluctuations that have particularly affected the market price of the stock of many technology companies. These fluctuations, as well as general economic and market conditions, may materially and adversely affect the market price of the Company's common stock. Because of these and other factors, past financial performance should not be considered an indicator of future performance. Any and all forward-looking statements contained herein represent the Company's judgment as of the date of this Quarterly Report on Form 10-Q, and the Company cautions readers not to place undue reliance on such statements. Additional information concerning certain risks and uncertainties that would cause actual results to differ materially from those projected or suggested in the forward-looking statements is contained in the Company's filings with the Securities and Exchange Commission, including those risks and uncertainties discussed in the Company's annual report on form 10-K, dated September 29, 1997 and its Final Prospectus, dated September 26, 1996, in the section entitled "Risk Factors." The forward-looking statements contained herein represent the Company's judgment as of the date of this release, and the Company cautions readers not to place undue reliance on such statements. OVERVIEW Xionics Document Technologies, Inc. designs, develops and markets advanced embedded systems technology for use in mainstream office devices such as printers, copiers, scanners and multifunction devices ("MFP's"). The Company derives its revenue primarily from sales of its printer software products, which include revenue from software licenses, royalties, engineering services and maintenance, and from sales of its image acceleration products. Software license revenue consists of the Company's charges for licensed source code, which generally includes initial non-refundable fees which are recognized as revenue upon the shipment of the source code, provided there are no significant vendor obligations. Royalty revenue is generally earned as a percentage of net revenue from unit sales by licensees of products that incorporate the Company's software, and is generally recognized as earned in the Company's financial statements in the quarter in which amounts due to the Company have been determined using estimates based upon historical payments. Engineering services revenue is derived from fees paid for porting of the Company's software to customer-specific device controllers. Payments under maintenance contracts are due at the beginning of the contract; however, revenue is recognized ratably over the term of the contract which is typically twelve months. RESULTS OF OPERATIONS QUARTERS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 Net revenue for the first quarter of fiscal 1998, ended September 30, 1997, increased 12.0% to $9.5 million compared to $8.4 million for the first quarter of fiscal 1997. The increase resulted primarily from growth in sales of the Company's embedded printer software products, including engineering service revenue, offset by a slight reduction in sales of its image acceleration products. Gross profit for the first quarter of fiscal 1998 increased 2.5% to $7.1 million from $6.9 million for the first quarter of fiscal 1997. Gross margin decreased to 74.7% for the first quarter of fiscal 1998 compared to 81.5% for the first quarter of fiscal 1997. The reduction in the gross margin percentage was attributable primarily to increased sales of lower margin engineering services, as the Company assisted the OEMs in the implementation of both software and MFP platforms. Research and development expenses decreased by 5.9% to $3.3 million for the first quarter of fiscal 1998 from $3.5 million in the first quarter of fiscal 1997. The decline in research and development expenses was primarily due to a reduction in the level of services performed by outside third party firms. As a percentage of revenue, research and development expenses decreased to 35.0% for the first quarter of fiscal 1998 compared to 41.7% for the first quarter of fiscal 1997. In addition to lower levels of expense from the comparable periods, the decline in research and development expenses as a percentage of revenue was also the result of higher revenue. Selling, general and administrative expenses decreased by 2.4% to $2.2 million for the first quarter of fiscal 1998 from $2.3 million in the first quarter of fiscal 1997. The lower expense level resulted primarily from decreases in advertising, trade show and travel expenses. As a percentage of revenue, selling, general and administrative expenses decreased to 23.4% for the first quarter of fiscal 1998 compared to 26.8% for the first quarter of fiscal 1997. In addition to lower levels of expense from the comparable periods, the decline in selling, general and administrative expenses as a percentage of revenue was also the result of higher revenue. Net interest expense decreased to $100 for the first quarter of fiscal 1998 from $65,600 for the first quarter of fiscal 1997 due to a reduction in debt. Interest income increased significantly to approximately $239,000 for the first quarter of fiscal 1998 as a result of interest earned on cash and cash equivalents, compared to $8,200 for the first quarter of fiscal 1997. The Company provided for income taxes in accordance with SFAS No. 109 during the three months ended September 30, 1997. The tax provision for the three months ended September 30, 1997 was calculated based on the Company's expected fiscal 1998 effective tax rate, with no benefit given to the charge for purchased R&D, which is non-deductible for tax purposes. QUARTERS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995 Net revenue for the first quarter of fiscal 1997, ended September 30, 1996, increased 111.1% to $8.4 million compared to $4.0 million for the first quarter of fiscal 1996. The increase resulted primarily from growth in sales of the Company's printer software products, including approximately $4.0 million of revenue recognized under an amendment to its preexisting agreement with Hewlett-Packard Company ("HP") which was entered into in March 1996 (the "HP Agreement"). Gross profit for the first quarter of fiscal 1997 increased 142.8% to $6.9 million from $2.8 million for the first quarter of fiscal 1996. Gross margin increased to 81.5% for the first quarter of fiscal 1997 compared to 70.9% for the first quarter of fiscal 1996. These increases were attributable primarily to increased sales of higher margin Intelligent Peripheral System ("IPS") products and related engineering services, primarily related to the HP Agreement, partially offset by a reduction in gross margin attributable to the Company's image acceleration products. Research and development expenses increased by 79.5% to $3.5 million for the first quarter of fiscal 1997 from $2.0 million in the first quarter of fiscal 1996. The higher expense level resulted primarily from increased expenditures relating to the Company's multifunction peripheral technology, which is currently in development, partially offset by a small reduction in expenditures relating to the Company's image acceleration products. As a percentage of revenue, research and development expenses decreased to 41.7% for the first quarter of fiscal 1997 compared to 49.0% for the first quarter of fiscal 1996. The decline in research and development expenses as a percentage of revenue was principally the result of higher revenue. Selling, general and administrative expenses decreased by 4.1% to $2.3 million for the first quarter of fiscal 1997 from $2.4 million in the first quarter of fiscal 1996. The lower expense level resulted primarily from decreases in advertising, trade show and travel expenses relating to the Company's image acceleration products. As a percentage of revenue, selling, general and administrative expenses decreased to 26.8% for the first quarter of fiscal 1997 compared to 58.9% for the first quarter of fiscal 1996. In addition to lower levels of expense for the comparable periods, the decline in selling, general and administrative expenses as a percentage of revenue was also principally the result of higher revenue. Other expense, net decreased by 54.1% to $57,000 for the first quarter of fiscal 1997 compared to $125,000 for the first quarter of fiscal 1996. This decrease resulted primarily from a decrease in interest expense. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1997, the Company had cash and short-term investments of $18.8 million compared to $20.8 million at June 30, 1997. At present, the Company has available a $4.0 million working capital revolving line of credit with a bank, which is secured by substantially all the assets of the Company. The working capital line of credit terminates on December 1, 1997, and the Company is currently reviewing its options to renew the line. As of September 30, 1997, the outstanding borrowings under the working capital line of credit were $0. The interest rate for the working capital line of credit is the bank's prime rate. Under the loan facility, the Company is required to comply with certain restrictive covenants, including debt to worth, capital base, quick ratio and profitability, and is prohibited from declaring or paying dividends on its Common Stock. The Company was in compliance with or had received a waiver of non-compliance of all covenants of the working capital facility as of September 30, 1997. While the Company may in the future use public offerings or private placements of its securities as a source of liquidity, it has no present intention to do so. The Company believes that its existing cash and cash equivalent balances, funds generated from operations and available borrowings under its lines of credit will be sufficient to finance the Company's operations for at least the next 12 months. In the event the Company acquires one or more businesses or products, the Company's capital requirements could increase substantially, and there can be no assurance that additional capital will be available on terms acceptable to the Company, if at all. PART II -- OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES During the quarter ended September 30, 1997, the Company issued 162,227 shares of unregistered common stock in reliance on exemptions available under Securities and Exchange Commission Rule 701, pursuant to the exercise of employee stock options granted under the Company's 1995 and 1996 Stock Option Plans (the "Plans") prior to the effectiveness of the Company's registration statement on Form S-8 covering the Plans, filed November 4, 1996. The average exercise price for the shares was $0.28, and the total consideration received by the Company for the sale of such stock was $45,819. USE OF PROCEEDS 	A portion of the net proceeds of the Company's initial public offering of its common stock pursuant to its registration statement on Form S-1, declared effective September 24, 1996, have been used for repaying certain indebtedness and for the acquisition of complementary businesses, namely GCA and Seaport Imaging. A majority of the net proceeds remain invested in short-term, interest-bearing, investment-grade securities. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11 Statement re: Computation of Per Share Earnings 27 Financial Data Schedule (b) Reports on Form 8-K On November 3, 1997, the Company filed a report on Form 8-K reporting the resignation of Robert E. Gilkes as Chief Executive Officer and the appointment of Peter J. Simone as Chief Executive Officer on October 21, 1997. 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. XIONICS DOCUMENT TECHNOLOGIES, INC. NAME TITLE DATE /S/ PETER J. SIMONE President and Chief Executive Officer November 13, 1997 - ---------------------- PETER J. SIMONE /S/ GERARD T. FEENEY Chief Financial Officer November 13, 1997 - ---------------------- GERARD T. FEENEY