SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ]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 0-25646
EXPERT SOFTWARE, INC.
State of Delaware -- I.R.S. Employer Identification No.:
65-0359860
800 Douglas Road
North Tower, Sixth Floor
Coral Gables, FL 33134
(305) 567-9990
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 [ ]
As of April 22, 1998, there were 7,606,342 shares of the
Registrant's Common Stock, $ .01 par value, outstanding.
The exhibit index is on page 11.
Page 1 of 12.
EXPERT SOFTWARE, INC.
INDEX TO FORM 10-Q
Three Months Ended March 31, 1998
Page
------
Part I - Financial Information
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of
March 31, 1998 and December 31, 1997..................... 3
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 1998 and 1997............... 4
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1998 and 1997............... 5
Notes to Condensed Consolidated Financial Statements....... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 8
Part II -- Other Information
Item 5. Other Information................................... 10
Item 6. Exhibits and Reports on Form 8-K.................... 11
Signatures................................................... 12
This 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. The Company's actual
results could differ materially from those set forth in the
forward-looking statements. Factors that might cause such a
difference are discussed in the section entitled "actors That
May Affect Future Results" on page 10 of this Form 10-Q.
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
EXPERT SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, December 31,
1998 1997
--------- ----------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and equivalents................... $5,392 $5,685
Accounts receivable, net............... 6,681 4,636
Income taxes receivable................ 65 1,924
Inventories............................ 3,061 2,922
Prepaid expenses....................... 687 834
Deferred income taxes.................. 1,225 1,616
--------- --------
Total current assets................ 17,111 17,617
PROPERTY AND EQUIPMENT, net............... 1,091 1,270
DEFERRED INCOME TAXES..................... 3,311 3,311
ACQUIRED INTANGIBLES, net................. 11 35
--------- --------
Total assets........................ $21,524 $22,233
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable....................... $3,701 $4,755
Accrued expenses....................... 4,569 4,900
Current portion of capital lease
obligations............................ 33 46
--------- ---------
Total current liabilities........... 8,303 9,701
--------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock........................ -- --
Common stock........................... 76 76
Additional paid-in capital............. 23,625 23,601
Accumulated deficit.................... (10,480) (11,145)
---------- ---------
Total stockholders' equity.......... 13,221 12,532
---------- ---------
Total liabilities and stockholders'
equity.............................. $21,524 $22,223
========== =========
The accompanying notes to condensed consolidated financial
statements are an integral part of these balance sheets.
EXPERT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share and share data)
(Unaudited)
Three Months
Ended
March 31,
-----------------
1998 1997
-------- --------
NET REVENUES............................ $9,290 $8,027
-------- --------
OPERATING COSTS AND EXPENSES:
Cost of revenues...................... 3,743 3,134
Marketing and sales................... 2,752 2,427
General and administrative............ 1,297 1,215
Development........................... 613 641
-------- --------
Total operating costs and expenses.. 8,405 7,417
-------- --------
Operating income.................... 885 610
Other income, net....................... 169 28
-------- --------
Income before provision for income 1,054 638
taxes...................................
Provision for income taxes.............. 390 236
-------- --------
Net income............................ $664 $ 402
======== ========
Earnings per share:
Basic............................... $ .09 $ .05
======== ========
Diluted............................. $ .08 $ .05
======== ========
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
EXPERT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 31,
---------------------
1998 1997
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................. $ 664 $ 402
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Depreciation of property and equipment 181 201
Amortization of acquired intangibles.. 24 34
Deferred income tax provision......... 391 236
Imputed compensation on stock options. 21 --
Changes in current assets and
liabilities:
(Increase) decrease in accounts
receivable........................... (2,045) 741
(Increase) decrease in income tax
receivable........................... 1,859 501
(Increase) decrease in inventories.... (139) 520
(Increase) decrease in prepaid expenses 147 (209)
Increase (decrease) in accounts payable (1,054) (1,793)
Increase (decrease) in accrued expenses (423) 723
Increase (decrease) in income taxes
payable.............................. 92 --
Increase (decrease) in other
obligations.......................... -- (200)
---------- ----------
Net cash provided by (used in)
operating activities................ (282) 1,156
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment... (2) --
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock options exercised............... 4 6
Payments on capital lease obligations. (13) (10)
---------- ----------
Net cash used in financing activities (9) (4)
---------- ----------
Net increase (decrease) in cash and
equivalents......................... (293) 1,152
CASH AND EQUIVALENTS, beginning of period 5,685 2,959
---------- ----------
CASH AND EQUIVALENTS, end of period..... $5,392 $4,111
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
interest............................. $ 1 $ 1
========== ==========
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
EXPERT SOFTWARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998
(Unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated balance sheet as of December 31, 1997, which has
been derived from audited financial statements, and the unaudited interim
condensed consolidated financial statements included herein, have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations,
although the Company believes that the disclosures made are adequate to make
the information presented not misleading. These financial statements should be
read in conjunction with the financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
In the opinion of the Company, the accompanying condensed consolidated financial
statements contain all adjustments necessary to present fairly the financial
position of the Company as of March 31, 1998, and the results of operations and
cash flows for the three months ended March 31, 1998 and 1997. Results of
operations and cash flows for the period ending March 31, 1998, are not
necessarily indicative of the results of operations of the entire fiscal year.
The accounting policies followed for quarterly financial reporting purposes are
the same as those disclosed in the Company's audited financial statements for
the year ended December 31, 1997, included in the Form 10-K.
2. THE ORGANIZATION
Expert Software, Inc. (the "Company") publishes and distributes computer
software under the "Expert" trade name. The Company's products address a broad
range of consumer interest and everyday tasks for the productivity, lifestyle,
small office/home office, entertainment and education market categories. The
Company sells its products directly to large retailers, as well as to
distributors.
3. INVENTORIES
Inventories consisted of the following as of March 31, 1998, and
December 31, 1997, (in thousands):
1998 1997
---------- ---------
Finished goods........... $2,280 $2,439
Raw materials............ 781 483
---------- ---------
$3,061 $2,922
========== =========
4. EARNINGS PER SHARE
Earnings per share are computed in accordance with the requirements of SFAS 128.
Basic earnings per common share were computed by dividing income available to
common shareholders by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share were determined by
including assumptions of stock option conversions.
(In thousands, except per share amounts)
Per-Share
Three Months Ended March 31, Income Shares Amount
-------------------------------------- -------- -------- ---------
1998
Basic Earnings Per Share
Income available to common
shareholders....................... $ 664 7,605 $ .09
=======
Options assumed to be converted.... -- 626
-------- -------
Diluted Earnings Per Share
Income available to common
shareholders plus assumed
conversions........................ $ 664 8,231 $ .08
======== ======= =======
1997
Basic Earnings Per Share
Income available to common
shareholders....................... $ 402 7,511 $ .05
=======
Options assumed to be converted.... -- 414
-------- --------
Diluted Earnings Per Share
Income available to common
shareholders plus assumed
conversions........................ $ 402 7,925 $ .05
======== ======= =======
5. NEWLY ISSUED ACCOUNTING STANDARD
The Company has adopted SFAS No. 130, Reporting Comprehensive Income, in the
quarter ended March 31, 1998. SFAS 130 requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The statement requires that
an enterprise classify items of other comprehensive income by their nature in a
financial statement and to display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. The Company
believes that the adoption of SFAS 130 will have no material impact on its
financial statements as there are no material differences between net income
and comprehensive income.
Item 2.Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
The following table sets forth certain statement of operations data
as a percentage of net revenues, for comparative purposes, for the
periods indicated.
Three Months
Ended
March 31,
--------------
1998 1997
------ -------
Net revenues....................... 100% 100%
------ -------
Operating costs and expenses:
Cost of revenues................. 40 39
Marketing and sales.............. 30 30
General & administrative......... 14 15
Development...................... 6 8
------ -------
90 92
------ -------
Operating income................... 10 8
Other income (expense)............. 1 --
------ -------
Income before provision for income
taxes.............................. 11 8
Provision for income taxes......... 4 3
------ -------
Net income......................... 7% 5%
====== =======
Comparison of Three Months Ended March 31, 1998 and 1997
Net Revenues. Net revenues for the three months increased to $9.3 million in
1998 from $8.0 million in 1997, an increase of $1.3 million, or 16%, due to
higher units sold International revenues decreased to 14% of net revenues in
1998 from 19% in 1997, due primarily to lower unit sales in countries other
than the US. The Company expects the second quarter of the year to have lower
net sales than the first quarter, consistent with the prior three years, due to
seasonal trends in sales of consumer software, while third quarter sales are
expected to exceed those of the second quarter due to increased international
activity and seasonal factors.
Net revenues consist of gross sales net of allowances for returns and discounts,
and royalty income related to licensing of products, primarily to publishers in
Europe. The Company adjusts its allowance for returns as it deems appropriate.
The Company may accept substantial product returns or make other concessions to
maintain its relationships with retailers and distributors and its access to
distribution channels. If the Company chooses to accept product returns, some
of that product may be defective, shelf-worn or damaged and may not therefore
be salable in the ordinary course of business. There can be no assurance that
the Company will not experience significant returns, which could be greater
than the Company's provision for returns, which could have a material adverse
affect on the Company's results of operations. In accordance with its policy,
the Company will continue to reassess market conditions and adjust its
provision for returns as it deems appropriate.
Cost of Revenues. Cost of revenues for the three months increased to $3.7
million in 1998 from $3.1 million in 1997, an increase of $0.6 million, or 19%,
due primarily to increased sales volume. As a percentage of net revenues, cost
of revenues represented 40% and 39% of net revenues in 1998 and 1997,
respectively. The Company expects cost of revenues in future periods will
increase modestly over those in the prior year due to more product content
provided with new and promotional items, and an increase in boxed titles, which
have higher packaging and freight costs.
Cost of revenues consists primarily of product cost, freight charges, royalties
to outside programmers and content providers, as well as amortization of
software licenses and an inventory provision for damaged and obsolete products,
if any. Product costs consist of the costs to purchase the underlying materials
and print both boxes and manuals, media costs (disks and CD-ROMs) and
fulfillment (assembly and shipping).
Marketing and Sales. Marketing and sales expense for the three months
increased to $2.8 million in 1998 from $2.4 million in 1997, an increase of
$0.3 million, or 13%, and represented approximately 30% of net revenues in 1998
and 1997. This increase was related to the increased marketing activities to
promote the Company's products and brand names, increased personnel and
increased competition for shelf space in retail outlets. The Company intends to
continue to launch new and innovative marketing promotions and to hire
additional personnel as needed. As a result, the Company expects marketing and
sales expenses to increase in dollar amount, and expects competition for shelf
space to continue.
General and Administrative. General and administrative ("G&A") expense for the
three months increased to $1.3 million in 1998 from $1.2 million in 1997, an
increase of $0.1 million, or 7%, primarily due to increased personnel costs to
support increased operating activities. G&A expenses decreased as a percentage
of net revenues to 14% in 1998 from 15% in 1997. The Company expects G&A
expenses during 1998 to increase due to costs to be incurred in connection with
computer systems conversions.
Development. Development expense for the three months were approximately $0.6
million in 1998 and 1997, and decreased as a percentage of net revenues to 6%
of net revenues in 1998 from 8% in 1997. Development expense includes expenses
related to product upgrades, new products development activities, quality
control and customer service support. The Company currently believes that
development expenses will increase in future periods due to additional costs to
develop new brands and titles, including the development of products to take
advantage of the Internet and other on-line capabilities, operating system
upgrades such as Windows 98, and the localization of product for international
sales.
Other Income. Other income, which includes interest income and interest
expense, increased to $169,000 in 1998 from $28,000 in 1997, primarily due to
the receipt of interest of approximately $117,000 in connection with the refund
of prior years' income tax payments, and the increased balance of interest
bearing deposits and investments.
Provision for Income Taxes. The Company accounts for income taxes under SFAS
No. 109, Accounting for Income Taxes, which requires that deferred income taxes
be recognized for the tax consequences in future years of differences between
the tax basis of assets and liabilities and their financial reporting basis at
rates based on enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. The effective tax rate used in
recording the provision for income taxes was approximately 37% in 1998 and 1997.
Liquidity and Capital Resources
As of March 31, 1998, the Company had $8.8 million in working capital, including
$5.4 million in cash. To date, the Company has not invested in any financial
instruments that involve a high level of complexity or risk. Net cash used by
operating activities was $0.3 million for the three months ended March 31, 1998,
primarily due to payments of accounts payable and accrued expenses, and
increased accounts receivable; partially offset by profitable results of
operations and the receipt of income tax refunds related to prior years' taxes
paid. Management believes that it has adequate financial resources for its
planned operations through the next twelve months.
The Company believes that cash generated by operations may be affected by an
increase in working capital requirements as it continues to expand operations.
In response to such growth in working capital requirements, the Company entered
into a loan agreement with a bank which provides for a revolving line of credit
collateralized by substantially all of the Company's assets. Borrowings under
the line are limited to a percentage of eligible receivables as defined in the
agreement and may not exceed $5.0 million through May 31, 1998, the maturity
date. The loan agreement contains restrictive covenants. There can be no
assurance that the Company's results of operations will continue to be in
compliance with the line of credit covenants which, among other things,
prohibit two consecutive quarterly losses, or that the line of credit would be
otherwise available to the Company. The Company expects to renew this line of
credit with the bank under terms substantially similar to those in the existing
loan agreement. To date, there have been no borrowings under the line.
Management believes that cash from operations will provide adequate resources
for the Company's operations through 1998.
The Company's federal tax filings with respect to the year ended December 31,
1992 and subsequent years are presently being reviewed by the Internal Revenue
Service ("IRS"). The IRS has questioned the allocation of the purchase price
made by the Company in connection with the acquisition of assets and business
of the Predecessor from Bloc in October 1992, and related amortization and
other deductions with respect to the acquired assets. In June 1997, the IRS
proposed assessments for additional taxes of $442,000, $553,000 and $857,000
for the tax years 1992, 1993 and 1994, respectively, plus interest to the date
of payment. The preliminary adjustments proposed by the IRS would also reduce
the Company's federal income taxes for the years 1995, 1996 and 1997 by
$242,000, $68,000 and $55,000, respectively. The Company believes that it has
properly reported its income and paid its taxes in accordance with applicable
laws and intends to contest the proposed adjustments vigorously. The Company
believes that the ultimate resolution of this matter will not have a material
adverse effect on its financial position.
From time to time, the Company evaluates potential acquisitions of products,
businesses and technologies that would complement or expand the Company's
business. The Company currently does not have any commitments or agreements
with respect to any such acquisitions. There can be no assurance that any such
acquisitions will be made or, if made, will be successfully integrated. The
Company has also engaged a financial advisor to assist it in assessing strategic
alternatives to enhance shareholder value.
PART II - OTHER INFORMATION
Item 5. Other Information.
Factors That May Affect Future Results
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is providing the following
cautionary statements identifying important factors, some of which are beyond
the Company's control, that could cause the Company's actual results to differ
materially from its historical operating results and from those projected in
any forward-looking statements made by, or on behalf of, the Company.
The Company wishes to caution readers that the following important factors,
among others, in some cases have affected, and in the future could affect, the
Company's actual results and could cause the Company's actual results throughout
1998 and beyond to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company.
General Business and Economic Conditions
General business and economic conditions have an impact on the Company's
financial results. The Company's customer base, which is largely retailers and
distributors for resale to retailers, may be impacted by weak economic
conditions and, as a result, may reduce required inventory levels of products
purchased from the Company. The Company's customers are not contractually
required to make future purchases of the Company's products and therefore could
discontinue carrying the Company's products in favor of a competitor's products
or for any other reason. The Company's financial results could be affected by
the size and rate of growth of the consumer software market and consumer PC
market. The consumer software business is seasonal due primarily to the
increased demand for consumer software during the year-end holiday buying
season. General business and economic conditions and consumer confidence,
both domestically and abroad, may impact retail sales of consumer software.
Currency fluctuations associated with international sales and accounts
receivable may also affect the Company's financial results.
Competition
The market for the Company's products is intensely and increasingly competitive.
Existing consumer software companies may broaden their product lines to compete
with the Company's products and potential new competitors, including computer
hardware and software manufacturers, diversified media companies and book
publishing companies, may enter or increase their focus on the consumer
software market, resulting in even greater competition for the Company. There
has been a consolidation among competitors in the market for the Company's
products, and many of the companies with which the Company currently competes
or may compete in the future have greater financial, technical, marketing,
sales and customer support resources, as well as greater name recognition and
better access to consumers, than the Company. The competition for retail space
is also likely to increase due to the proliferation of consumer software
products and companies.
Dependence on Retailers and Distributors
Retailers and distributors compete in a volatile industry that is subject to
rapid change, consolidation, financial difficulty and increasing competition
from new distribution channels. Due to increased competition for limited shelf
space, retailers and distributors are increasingly in a better position to
negotiate favorable terms of sale, including price discounts, promotional
support and product return policies. The Company's financial results may be
impacted by the accuracy of retailers' forecasts of consumer demand, the timing
of the receipt of orders from major customers, account cancellations or delays
in shipment, competitors' marketing strategies and promotions, changes in
pricing strategies by the Company or its competitors and the collectibility of
accounts receivable. Furthermore, a significant portion of sales within a
quarter is typically not realized until late in that quarter. As a result, it
may be difficult for the Company to predict its net revenues for the quarter or
to quickly adapt its spending levels within a quarter to reflect changes in
demand for its products.
Uncertainty of Market Acceptance; Changes in Technology and Industry Standards
The consumer software industry is undergoing rapid changes, including evolving
industry standards, frequent product introductions and changes in consumer
requirements and preferences. Consumer preferences are difficult to predict,
and few consumer products achieve sustained market acceptance. The Company's
financial results will be impacted by market acceptance of the Company's
products and those of its competitors, development and promotional expenses
relating to the introduction of new products, new versions of existing products
or new operating systems, and evolving distribution channels. The growth in
popularity of the Internet and other new technologies has impacted the
distribution and purchase of software.
Other Factors
In addition to the important factors discussed above, the Company's financial
results, financial position and cash flows may be impacted by, among other
factors, future cash flow and working capital requirements, management's
ability to manage growth, implementation and expansion of the Company's systems
and operations to accommodate the Company's anticipated future revenues, the
outcome of current and future examinations by taxing authorities, and the
acquisitions of new businesses by the Company and related charges and
write-offs. The market price of the Company's Common Stock has been, and in the
future will likely be, subject to significant fluctuations in response to
variations in quarterly operating results and other factors, such as
announcements of technological innovations or new products by the Company or
its competitors, or other events. The stock prices for many companies in the
technology sector have experienced wide fluctuations which often have been
unrelated to their operating performance. Such fluctuations may adversely affect
the market price of the Company's Common Stock.
The Year 2000 Issue
The Company does not believe that it has material exposure to the Year 2000
issue with respect to its own information system as the supplier of its primary
systems has an updated release of the Company's applications software that
correctly identifies the year 2000. The Company plans to implement the new
release beginning in 1998 and to complete the implementation before the fourth
quarter of 1999. However, there can be no assurance that this software
implementation will be successfully completed, or that the implementation will
not have a material adverse impact on the Company's financial results, financial
position and cash flows. The Company is seeking to determine if the information
systems of its major customers and vendors (insofar as they relate to the
Company's business) comply with Year 2000 requirements, and there can be no
assurance that the Year 2000 issue will not affect the information systems of
the Company's major customers and vendors as they relate to the Company's
business, or that any such impact of a major customer's or vendor's information
systems would not have a material adverse effect on the Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial Data Schedule (EDGAR filing only).
(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, thereto duly authorized.
Expert Software, Inc.
/s/ Charles H. Murphy
Charles H. Murphy,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: May 1, 1998