SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-21240
---------
NEOWARE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2705700
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
400 Feheley Drive, King of Prussia, Pennsylvania 19406
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 277-8300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
------------------- -------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $22,846,125. Such aggregate market value was
computed by reference to the last reported sale price of the Common Stock as
reported on the NASDAQ SmallCap Market on September 10, 2001. In making such
calculation, the registrant does not determine whether any director, officer or
other holder of Common Stock is an affiliate for any other purpose.
The number of shares of the registrant's Common Stock outstanding as of
September 10, 2001 was 10,199,663.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on December 7, 2001 are incorporated by reference
into Part III. Those portions of the Proxy Statement included in response to
Item 402(k) and 402(1) of Regulation S-K are not incorporated by reference into
Part III.
TABLE OF CONTENTS
PAGE
----
PART I.........................................................................................................................
Item 1. Business................................................................................................... 3
Item 2. Properties................................................................................................. 8
Item 3. Legal Proceedings.......................................................................................... 8
Item 4. Submission of Matters to a Vote of Security Holders........................................................ 8
PART II........................................................................................................................ 8
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters...................................... 8
Item 6. Selected Financial Data.................................................................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 10
Item 8. Financial Statements and Supplementary Data................................................................ 19
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................... 20
PART III....................................................................................................................... 20
Item 10. Directors and Executive Officers of the Registrant......................................................... 20
Item 11. Executive Compensation..................................................................................... 21
Item 12. Security Ownership of Certain Beneficial Owners and Management. ........................................... 21
Item 13. Certain Relationships and Related Transactions............................................................. 21
PART IV........................................................................................................................ 21
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................................ 21
2
PART I
ITEM 1. BUSINESS.
General
Neoware Systems, Inc. (the "Company") provides software and solutions to enable
Appliance Computing, a new Internet based computing architecture targeted at
business customers that is designed to be simpler and easier than traditional
PC-based computing. The Company's software and management tools power and manage
a new generation of smart computing appliances that utilize the benefits of
open, industry-standard technologies to create new alternatives to personal
computers used in business and a wide variety of proprietary business devices.
The Company's Capio and Eon products are thin client computing appliances which
are cost-effective alternatives to personal computers used by businesses, and
powerful replacements for green-screen terminals. Used in conjunction with
Citrix MetaFrame or Microsoft Terminal Services, the Company's computing
appliances allow users to run computer applications from a server, plus connect
to mainframes, midrange systems and the Internet. Unlike personal computers,
computing appliances can be centrally managed and remotely configured, which
greatly simplifies administration. Because of this, computing appliances can
save up to 80 percent of the total cost of ownership of networked personal
computers, resulting in significant cost savings for enterprise customers.
The Company was formed in 1995 as the result of a merger between Human Designed
Systems, Inc.(HDS), a privately held technology company, and Information Systems
Acquisition Corporation (ISAC), a publicly held company founded in part by
Safeguard Scientifics, Inc. At the time of the merger, the Company changed its
name to HDS Network Systems, Inc. and, in connection with the license of certain
technology to Hitachi Data Systems in 1997, the name of the Company was changed
to Neoware Systems, Inc.
During fiscal 2000, the Company raised approximately $14,000,000 in capital as a
result of the exercise of its Redeemable Common Stock Purchase Warrants. The
Company has utilized a portion of this capital to pursue a growth strategy in
the emerging computing appliance marketplace and intends to continue this
strategy and to seek additional financing, if necessary, as well as strategic
partnerships in order to capitalize upon these new product opportunities.
On June 28, 2001, the Company purchased the thin client business of Boundless
Technologies, Inc., which included the Capio product line and associated
software and intellectual properties and access to the Capio distribution and
customer databases, for $1,600,000 plus acquisition related costs.
Product Strategy
The Company's current strategy is to establish itself as the recognized leader
in the market for software to power and manage the wide-scale deployment of
computing appliances used by businesses. Appliance Computing is a new Internet
based computing architecture targeted at business customers that is designed to
be simpler and easier than traditional PC-based computing. The Company provides
its software on top of a number of embedded operating systems, including
Microsoft's Windows CE and NT Embedded, as well as an embedded version of the
Linux operating system. The Company intends to establish a leadership role in
its space by partnering with other companies to build applications with the
Company's embedded software and management tools for a wide variety of vertical
business markets. The Company intends to seek out partners who have strong
market positions in the server-based computing market to expand its existing
sales, marketing and distribution channels and customer relationships in order
to gain access to new markets and customers. As part of this strategy, the
3
Company intends to leverage its existing technology and marketing relationships
with leading technology companies to build its business.
The Company has developed and intends to continue to enhance its technology that
enables large numbers of computing appliances to be deployed in business
environments as alternatives to proprietary or PC-based systems. The Company
intends to continue to add its proprietary enhancements to other companies'
operating systems, enabling them to be secured and centrally managed.
Additionally, the Company intends to merge its client-side software with
vertical application software to enable devices to be created for specific
vertical markets.
In addition to providing products, the Company intends to develop a revenue
stream from consulting services, assisting enterprise customers as they manage
the large-scale deployment of applications to computing appliances. The Company
intends to bundle its software products with industry-standard hardware to
enable complete hardware, software and management solutions for its customers.
The Company's products incorporate the following elements:
Central Administration and Lower Cost of Ownership. The Company's products are
designed to be centrally administered in order to lower total cost of ownership.
Customers who utilize the Company's products typically run applications and
store files on a server, not on desktop devices as with a personal computer.
This makes administration of the Company's products much simpler than
administration of personal computers, since management tasks take place at a
small number of servers instead of a much larger number of desktops. The
Company's ezRemote Manager software is a core product offering that makes the
Company's products easier to manage, update and administer centrally.
Diverse Technology Expertise. The Company has significant expertise in a wide
range of technical disciplines, including central management, security, embedded
operating systems, windowing and networking software, applications software
development, graphics acceleration, multimedia design and compression
algorithms. Utilizing more than fifteen years of experience designing embedded
UNIX operating systems, the Company has ported its proprietary software
technologies to embedded versions of the Windows and Linux operating systems to
develop a unique software product which is designed specifically for computing
appliance environments.
Use of Industry Standard Components. The Company plans, implements and manages
the manufacturing of its system products to take advantage of industry-standard
components that are widely available in the personal computer industry. This
reduces the Company's risks and costs, and allows the Company more easily to
increase production of its products quickly to meet customer demand.
Customers
The Company's customers span a wide range of industries, including retail,
aerospace, automotive, education, financial services, government, healthcare,
manufacturing and telecommunications.The Company's products have been adopted by
such customers as 1-800-FLOWERS.COM, Bristol Myers Squibb, Burlington Coat
Factory, Caesar's Palace, Circuit City, Daughters of Charity, ESPN, Hollywood
Video, Intel, Keystone Automotive, Kilotou, Lee Memorial HealthCare, MicronPC,
Monongehela Valley Hospital, Motorola, National Car Rental, National
Semiconductor, Neiman Marcus, OfficeMax, O'Reilly Auto Parts, Target
Corporation, US Veteran's Administration and others.
4
Revenues from one customer amounted to 10.2% of total net revenues for the year
ended June 30, 2001. No single customer represented 10% or more of total net
revenues during fiscal 2000 and 1999.
Product Development
The Company believes that its ability to expand the market for its products will
depend in large part upon its ability to develop enhancements to the Windows CE,
Windows NT Embedded and Linux operating systems, and to continue to develop new
software products which incorporate the latest improvements in performance,
capability and manageability. Accordingly, the Company is committed to investing
significant resources in software development activities. During fiscal 2001,
2000 and 1999, the Company's expenditures for research and development totaled
$955,386, $648,548 and $726,633, respectively.
The Company's current research and development programs include:
o Development of enhancements to Microsoft's Windows CE, NT Embedded and the
Linux operating system designed to make them more manageable and secure in
network environments.
o Development of server-based remote management software designed to manage the
wide-scale deployments of large numbers of network-connected devices.
o Development of new, integrated devices to run the Company's new software.
There can be no assurance that any of these development efforts will result in
the introduction of new products or that any such products will be commercially
successful.
Marketing and Sales
The principal objectives of the Company's marketing strategy are to increase
awareness of the benefits of the Company's products, maintain the Company's
position as a recognized innovator in the computing appliance industry and
differentiate the Company's products from personal computers and alternative
types of devices. The Company's marketing activities include participation in
trade shows and conferences, advertising and press relations with leading trade
publications and the publication of technical articles.
The Company's products have won numerous awards in the computing appliance and
Windows-based terminal market, including "Editor's Choice" from PC Magazine,
"Best Windows-based Terminal" and "Editors Choice" from Network Computing, "Best
Buy" from Network Solutions, "Byte Best" from Byte Magazine, "Top of the World"
from SCO World, "Crossroads A-List" from Open Systems Advisors, "Best Buy" from
PC Dealer, "Gold Award for Excellence" from Computing Magazine, "Five Stars for
Features and Overall Performance" from PC Pro, "Best Buy" from PC Week UK,
"5-Star PC Digest Recommends" from PC Digest and "Best Buy" from Network
Solutions.
The Company distributes its products in North America through value-added
resellers, system integrators, and distributors and to a lesser extent via
direct sales to end user customers, OEMs and via the Internet. The timing of
sales to the Company's customers and the continued evolution of the market for
computing appliances will impact the Company's future operating results.
5
The Company utilizes distributors for its products throughout the world, and has
relationships with distributors in the United Kingdom, Canada, France,
Scandinavia, Germany, Denmark, Belgium, Netherlands, Austria, Switzerland,
Italy, Spain, Russia, Israel, Australia, India, Egypt, Latvia, Korea,
Philippines, New Zealand and South Africa. Foreign revenues, which accounted for
approximately 24%, 28% and 29% of net revenues, respectively, in fiscal 2001,
2000 and 1999, may be subject to government controls and other risks, including
export licenses, federal restrictions on the export of technology, changes in
demand resulting from currency exchange fluctuations, political instability,
trade restrictions and changes in tariffs. To date, the Company has experienced
no material difficulties due to these factors.
Service and Support
The Company believes that its ability to provide service and support is an
important element in the marketing of its products. The Company provides systems
integration services, maintains in-house repair facilities and also provides
telephone and electronic mail access to its technical support staff. The
Company's technical support specialists not only provide assistance in
diagnosing problems but work closely with customers to address system
integration issues and to assist in increasing the efficiency and productivity
of their networks. The Company provides system level support through its
factory-based technical maintenance organization and through contracted
third-party maintenance organizations.
The Company typically warrants its products against defects in materials and
workmanship for one year after purchase by the end user, and offers an extended
warranty of up to an additional two years. To date, the Company has not
encountered any material product maintenance problems.
Competition
The computing appliance market is characterized by rapidly changing technology
and evolving industry standards. The Company experiences significant competition
from suppliers of personal computers, as well as providers and prospective
providers of Windows-based terminals and thin clients.
Competitive products are offered by a number of established computer
manufacturers, including IBM, Sun Microsystems, and Wyse Technology. Some of
these companies have substantially greater name recognition, engineering,
manufacturing and marketing capabilities and greater financial resources than
those of the Company. The Company believes that the principal competitive
factors among suppliers include breadth of product line, product
price/performance, capabilities of the products, software features, network
expertise, service and support, and market presence. The Company believes that
it competes favorably with respect to these factors. Personal computer
manufacturers who also offer computing appliance products may have advantages
over independent vendors, including the Company, based on their ability to
"bundle" their appliances with personal computers in certain large system sales.
The Company, as well as other manufacturers of computing appliances, also faces
competition from established computer manufacturers whose personal computer
products offer alternatives to computing appliances for many applications.
Computing appliances compete with personal computers offered by such
manufacturers as Dell, IBM, Gateway, Compaq and Hewlett Packard. Personal
computers can be configured with software, such as an ICA client from Citrix
Systems, or an RDP client from Microsoft, that allows them to operate as thin
client appliances. As the cost of personal computers declines, the difference in
cost between computing appliances and personal computers may continue to
decline. Computing appliances compete favorably on a price/performance basis
with personal computer networks and offer cost advantages in initial system
6
installation, as well as subsequent system upgrading and administration.
However, the significant market presence and reputation of personal computer
manufacturers, and customer perceptions regarding their need for desktop
application processing capability, constitute obstacles to the penetration of
this market segment by computing appliance suppliers. Increased competition
could result in price reductions, reduced profit margins and loss of market
share, which would adversely affect the Company's operating results. There can
be no assurance that the Company will be able to continue to compete
successfully against current and future competitors as the computing appliance
market evolves and competition increases.
At the low end of the commercial segment of the desktop computer market, the
Company competes with suppliers of lower cost ASCII and 3270 terminals. These
products do not offer the graphics and windowing capabilities offered by the
Company's products, but are still appealing to certain price sensitive
customers. The Company believes that computing appliances will become
increasingly competitive with ASCII and 3270 terminal systems.
Manufacturing and Suppliers
The Company provides its software and management tools on hardware platforms
designed and manufactured for it by third parties. These platforms utilize
high-performance, industry-standard components used in high volume in the PC
industry. This lowers the cost of the Company's products and allows it to lower
the cost of its products as the costs of personal computers decline. The Company
uses this strategy to compete with other companies that design and manufacture
their own proprietary hardware. This strategy has allowed the Company to
significantly lower the cost of its products and operations, and has allowed the
Company to increase sales with higher margins and lower inventory levels.
Proprietary Rights and Licenses
The Company believes that its success will depend primarily on the innovative
skills, technical competence and marketing abilities of its personnel rather
than upon the ownership of patents or other intellectual property protection
methods. In addition, there can be no assurance that any patents issued to the
Company will not be challenged, invalidated or circumvented, or that any rights
granted thereunder will provide adequate protection to the Company.
Certain technology used in the Company's products is licensed from third parties
on a royalty-bearing basis. Generally, such licenses grant to the Company
non-exclusive, worldwide rights with respect to the subject technology and
terminate upon a material breach by the Company. The Company has licensed
technology from Citrix Systems, Inc., Microsoft Corporation, and Pericom
Software PLC. In addition to these licensing agreements, the Company holds
various other licenses which it does not consider to be material.
Although the Company has not received any claims that its products infringe on
the proprietary rights of third parties, there can be no assurance that third
parties will not assert infringement claims against the Company in the future
with respect to current or future products or that any such assertion may not
require the Company to enter into royalty arrangements or result in costly
litigation.
Employees
As of September 11, 2001, the Company had 73 employees.
7
ITEM 2. PROPERTIES
The Company's principal administrative, marketing and research and development
operations are located in King of Prussia, Pennsylvania. The facility consists
of approximately 22,000 square feet under a lease with an original expiration
date of September 30, 2000. During July 2000, the Company entered into an
amendment to the lease extending its term to September 30, 2005. Pursuant to the
amendment, the annual gross rent for the facility, including operating expenses,
approximates $220,000. The Company believes that its facilities are adequate for
its present requirements, and that suitable additional space will be available
as needed.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
The Company's Common Stock is traded on the NASDAQ SmallCap Market. Prior to
their expiration on April 14, 2000, the Company's Warrants were traded on the
NASDAQ SmallCap Market. Prior to August 1, 1997, the Common Stock and the
Warrants traded under the symbols HDSX and HDSXW, respectively. On August 1,
1997, the Company's Common Stock and the Warrants began trading under the
symbols NWRE and NWREW, respectively. The following table sets forth the high
and low closing bid quotations for the periods indicated.
Common Stock
------------
2001 High Low
---- ---- ---
First Quarter 3.69 1.75
Second Quarter 2.88 1.00
Third Quarter 2.28 1.19
Fourth Quarter 2.69 1.18
Common Stock Warrants
------------ --------
2000 High Low High Low
---- ---- --- ---- ---
First Quarter 2.75 1.06 0.31 0.09
Second Quarter 2.75 1.00 0.16 0.06
Third Quarter 9.06 1.31 5.13 0.06
Fourth Quarter 6.00 1.75 2.00 0.03
8
The above quotations represent prices between dealers and do not include retail
markups or markdowns or commissions. They may not necessarily represent actual
transactions.
There were approximately 117 holders of record of Common Stock as of June 30,
2001. The Company has never declared or paid any cash dividends on its capital
stock and does not intend to pay any cash dividends in the foreseeable future.
In June 2001, in connection with acquisition-related consulting services
provided to the Company by a strategic and financial adviser, the Company
granted to the adviser and two of its affiliates warrants to purchase a total of
86,095 shares of the Company's Common Stock at an exercise price of $2.20 per
share until June 2004, subject to adjustment under certain conditions. The
warrants were issued in reliance upon the exception from the registration
requirements of the Securities Act under Section 4(2) thereof. The warrants were
acquired for investment and not with a view to the distribution thereof by
accredited investors which had access to information respecting the Company and
its business.
9
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth selected financial data with respect to the
Company for the periods indicated. The data below has been derived from the
Company's consolidated financial statements which have been audited by Arthur
Andersen LLP, independent public accountants. The data set forth below should be
read in conjunction with the Consolidated Financial Statements of the Company
together with the related notes thereto included elsewhere herein and Item 7.,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Year Ended June 30,
-----------------------------------------------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
STATEMENT OF OPERATIONS DATA:
Net revenues $ 17,654,825 $ 11,044,870 $ 10,665,753 $ 19,976,423 $ 25,467,487
------------ ------------ ------------ ------------ ------------
Gross profit 5,962,050 2,318,774 1,367,637 3,637,368 8,393,642
Operating expenses 6,430,513 4,430,785 4,163,346 9,389,393 7,942,846
------------ ------------ ------------ ------------ ------------
Operating (loss) income (468,463) (2,112,011) (2,795,709) (5,752,025) 450,796
Gain on sale of equity investment -- -- 406,930 -- --
Loss on investment (812,000) -- -- -- --
Interest income (expense), net 771,695 291,900 38,317 (338,354) 69,224
------------ ------------ ------------ ------------ ------------
Income (loss) before income taxes (508,768) (1,820,111) (2,350,462) (6,090,379) 520,020
Income taxes (benefit) -- -- 430,396 (1,121,554) 182,791
------------ ------------ ------------ ------------ ------------
Net (loss) income $ (508,768) $ (1,820,111) $ (2,780,858) $ (4,968,825) $ 337,229
============ ============ ============ ============ ============
Basic earnings per share $ (0.05) $ (0.25) $ (0.44) $ (0.86) $ 0.06
Diluted earnings per share $ (0.05) $ (0.25) $ (0.44) $ (0.86) $ 0.05
Weighted average number of shares used in
basic earnings per share computation 10,226,316 7,374,692 6,278,317 5,784,366 5,712,309
Weighted average number of shares used in
diluted earnings per share computation 10,226,316 7,374,692 6,278,317 5,784,366 7,132,898
As of June 30,
-----------------------------------------------------------------------------------
BALANCE SHEET DATA: 2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Current assets $ 16,435,552 $ 17,995,134 $ 5,646,345 $ 10,861,643 $ 16,002,051
Current liabilities 2,698,939 2,191,299 3,223,986 6,180,319 7,555,703
Working capital 13,736,613 15,803,835 2,422,359 4,681,324 8,446,348
Total assets 18,788,842 18,668,379 7,325,897 13,021,393 18,327,115
Long-term debt excluding current portion -- -- -- -- --
Stockholders' equity 16,089,903 16,477,080 4,101,911 6,841,074 10,771,412
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Introduction
The Company provides software and solutions to enable Appliance Computing, a new
Internet based computing architecture targeted at business customers that is
designed to be simpler and easier than traditional PC-based computing. The
Company's software and management tools power and manage a new generation of
smart computing appliances that utilize the benefits of open, industry-standard
technologies to create new alternatives to personal computers used in business
and a wide variety of proprietary business devices. The Company's Capio and Eon
products are thin client computing appliances which are cost-effective
alternatives to personal computers used by businesses, and powerful replacements
for green-screen terminals. Used in conjunction with Citrix MetaFrame or
Microsoft Terminal Services, the Company's computing appliances allow users to
run computer applications from a server, plus connect to mainframes, midrange
systems and the Internet. Unlike personal computers, computing appliances can be
10
centrally managed and remotely configured, which greatly simplifies
administration. Because of this, computing appliances can save up to 80 percent
of the total cost of ownership of networked personal computers, resulting in
significant cost savings for enterprise customers.
Results of Operations
The following table sets forth, for the periods indicated, certain items from
the Company's consolidated statements of operations as a percentage of net
revenues.
Year Ended June 30,
--------------------------------
2001 2000 1999
---- ---- ----
Gross profit 33.7% 21.0% 12.8%
Operating expenses:
Sales and Marketing 17.3 14.5 14.0
Research and Development 5.4 5.9 6.8
General and administrative 12.3 15.5 18.2
Acquisition costs 1.4 4.2 --
----- ------ ------
Operating loss (2.7) (19.1) (26.2)
Gain on sale of equity investment -- -- 3.8
Loss on investment (4.6) -- --
Interest (expense) income 4.4 2.6 .3
----- ------ ------
Loss before taxes (2.9) (16.5) (22.1)
Income tax (benefit) expense -- -- 4.0
----- ------ ------
Net loss (2.9)% (16.5)% (26.1)%
----- ------ ------
Year Ended June 30, 2001 Compared to Year Ended June 30, 2000
For the year ended June 30, 2001, net revenues increased by $6,609,955 or 59.8%
to $17,654,825 from $11,044,870 for the prior fiscal year. The increase in net
revenues was primarily attributable to the shipment of a higher number of units
of the Company's Eon computing appliance products.
The Company's gross profit as a percentage of net revenues increased to 33.7%
for the year ended June 30, 2001, from 21.0% for the prior fiscal year. The
increase in gross profit is primarily attributable to the cost impact of the
operating model adopted by the Company during the latter part of the fiscal year
ended June 30, 2000, which is based upon the utilization of industry-standard,
platforms designed and manufactured for it by third parties. This operating
model eliminates the need for proprietary hardware designs or engineering. The
increase in gross profit is also attributable in part to the spread of fixed
overhead costs over a larger revenue base.
Operating expenses for the year ended June 30, 2001 were $6,430,513, an increase
of $1,999,728 or 45.1% from operating expenses of $4,430,785 for the prior
fiscal year as a result of the following:
Sales and marketing expenses increased by $1,458,799 or 91.2% to
$3,058,008 for the year ended June 30, 2001 compared to $1,599,209 for the prior
fiscal year. The increase reflects continued personnel additions to sales,
marketing and business development staffing which began during the latter part
of the year ended June 30, 2000, as well as higher professional costs, all
associated with the implementation of the Company's growth strategy. During the
fiscal year the Company significantly expanded its marketing and sales
operations and now
11
operates with sales offices in Pennsylvania, New Jersey, New York, Florida,
Virginia, Texas, Southern California, Northern California, Canada, the United
Kingdom, France, Germany, and the Netherlands.
Research and development expenses for the year ended June 30, 2001
increased by $306,838 or 47.3% to $955,386 as compared to $648,548 in the prior
fiscal year primarily due to increases in staffing.
General and administrative expenses for the year ended June 30, 2001
increased by $459,362 or 26.8% to $2,171,280 for the year ended June 30, 2001
from $1,711,918 for the prior fiscal year primarily due to increased staffing
and personnel costs.
During the year ended June 30, 2001, the Company incurred costs of
$245,839 in connection with proposed acquisitions and/or strategic relationships
which were not consummated.
During the year ended June 30, 2001, the Company recorded a loss on investment
of $812,000 relating to a note receivable from Broadreach Consulting, Inc. The
note was originally entered into in October 1997 in connection with the merger
of a wholly-owned subsidiary of the Company into Broadreach. (See Note 6 to the
Consolidated Financial Statements.)
The Company realized net interest income of $771,695 for the year ended June 30,
2001 compared to net interest income of $291,900 for the prior fiscal year. The
increase was primarily due to interest earned for the entire year on the cash
generated during the latter part of the prior fiscal year from the exercise of
the Company's Redeemable Stock Purchase Warrants.
The effective income tax rate was zero for the years ended June 30, 2001 and
2000. No income tax benefit was recognized in either fiscal year as a result of
the net operating losses incurred as there is no assurance at this time that the
benefit of the net operating loss carryforward will be realized.
For the year ended June 30, 2001, the Company's net loss was $508,768 as
compared to a net loss of $1,820,111 for the prior fiscal year. The reduction in
the loss is attributable to higher revenues and gross profit margin, offset by
increased operating expenses and the impairment charge.
Year Ended June 30, 2000 Compared to Year Ended June 30, 1999
For the year ended June 30, 2000, net revenues increased by $379,117 or 3.6% to
$11,044,870 from $10,665,753 for the prior fiscal year. The increase in net
revenues was attributable to increased acceptance of the Company's NeoStation
products, as well as initial sales of the Company's newer software products.
The Company's gross profit as a percentage of net revenues increased to 21.0%
for the year ended June 30, 2000, from 12.8% for the prior fiscal year. Gross
profit for the year ended June 30, 2000 includes the impact of a provision for
inventory and equipment obsolescence of $165,000 in connection with the decision
to terminate designing and manufacturing of proprietary, custom hardware
products. Gross profit for the year ended June 30, 1999 includes the impact of a
provision for inventory obsolescence of $800,000 in connection with the decision
to outsource manufacturing activities. The increase in gross profit, after the
foregoing adjustments, is primarily attributable to the effects of the Company's
new manufacturing strategy as well as to an increase in software sales and
consulting services.
12
Operating expenses for the year ended June 30, 2000 were $4,430,785, an increase
of $267,439 or 6.4% from operating expenses of $4,163,346 in the prior fiscal
year as a result of the following:
Sales and marketing expenses increased by $101,266 or 6.8% to
$1,599,209 compared to $1,497,943 for the year ended June 30, 1999. The increase
reflects key personnel additions to sales, marketing and business development in
the latter part of the year ended June 30, 2000, as well as higher professional
costs, all associated with the beginning of the Company's implementation of its
growth strategy.
Research and development expenses for the year ended June 30, 2000
decreased by $78,085 or 10.7% to $648,548 as compared to $726,633 primarily due
to reductions in staffing (including the elimination of all hardware engineering
staff) and in the use of outside consultants and services.
General and administrative expenses for the year ended June 30, 2000
decreased by $226,852 or 11.7% to $1,711,918 from $1,938,770 for the year ended
June 30, 1999 primarily due to lower professional fees and reduced accruals for
uncollectible receivables.
During the year ended June 30, 2000, the Company incurred costs of
$471,110 in connection with a proposed acquisition which was not consummated.
The Company realized net interest income of $291,900 for the year ended June 30,
2000 compared net interest income of $38,317 for the prior fiscal year. The
increase was primarily due to interest earned on the cash generated during the
latter part of the year ended June 30, 2000 as a result of exercise of the
Company's warrants which amounted to approximately $14,000,000.
The effective income tax rate was zero for the year ended June 30, 2000 compared
to approximately 18.3% for the year ended June 30, 1999. No income tax benefit
was recognized in the 2000 and 1999 fiscal years as a result of the net
operating losses incurred as there is no assurance at this time that the benefit
of the net operating loss carryforward will be realized. During the year ended
June 30, 1999, the Company recorded income tax expense of $430,396 to reserve
for a previously recorded deferred tax asset.
For the year ended June 30, 2000, the Company's net loss was $1,820,111 as
compared to a net loss of $2,780,858 for the prior year. The Company's net loss
for the year ended June 30, 1999 includes a provision for inventory obsolescence
of $800,000 and an income tax charge of $430,396, offset in part by lower
operating expenses and the gain of $406,930 on the sale of the Company's equity
investment in Broadreach.
Liquidity and Capital Resources
As of June 30, 2001, the Company had net working capital of $13,736,613 composed
primarily of cash and cash equivalents, marketable securities and accounts
receivable. The Company's principal sources of liquidity include $11,712,535 of
cash and cash equivalents, $366,667 of marketable securities and a $2,000,000
line of credit facility with First Union National Bank, of which $2,000,000 was
available as of June 30, 2001. The facility is secured by a first lien security
interest in all tangible and intangible personal property of the Company and
separate pledges of investment property owned by Neoware Investments, Inc. and
Neoware Licensing, Inc., each of which is a wholly-owned subsidiary of the
Company. The facility agreement also provides that borrowings under the line
will be based on the amount of eligible accounts receivable, as defined.
Interest on the line of credit facility accrues at the bank's prime rate plus
1/2% percent, with interest payable monthly, and all principal and interest is
due and payable on December 31, 2002.
Cash and cash equivalents decreased by $2,119,257 during the year ended June 30,
2001, primarily as a result of the acquisition of the Capio product line from
Boundless Technologies, Inc. (See Note 3 to the Consolidated Financial
Statements).
13
The Company generated $291,781 in cash from operating activities in fiscal 2001
compared to using $1,413,231 during fiscal 2000. The increase in cash generated
from operations during fiscal 2001 was primarily due to the reduction in net
loss for the year. Cash flow from operations can vary significantly from quarter
to quarter depending on the timing of payments from, and shipments to, large
customers.
Net cash of $2,341,986 was used in investing activities in fiscal 2001,
primarily for the purchase of intangible assets and marketable securities
related to the acquisition of the Capio product line from Boundless
Technologies, Inc., compared to $173,875 used during fiscal 2000. Net cash of
$69,052 was used in financing activities in fiscal 2001 as a result of the
purchase of treasury stock, offset by repayments on notes receivable and the
exercise of stock options. Net cash of $13,947,992 was generated by financing
activities during fiscal 2000 primarily as a result of the exercise of the
Company's warrants.
The Company expects to fund current operations and other cash expenditures
through the use of available cash, cash from operations, funds available under
its credit facility and possible new debt or equity sources. Management believes
that there will be sufficient funds from current cash, operations and available
financing to fund operations and cash expenditures for the foreseeable future.
However, the Company must achieve sustained profitable operations in order to
provide adequate funding for the long term.
Inflation
The Company believes that inflation has not had a material effect on its costs
and net revenues during the past three years.
Factors Affecting the Company and Future Operating Results
Our future results may be affected by industry trends and specific risks in our
business. Some of the factors that could materially affect our future results
include those described below.
We have a history of losses and may experience losses in the future, which could
result in the market price of our common stock declining.
We have incurred net losses, including a net loss of $500,000 in the
year ended June 30, 2001. In addition, we had an accumulated deficit of $8.4
million as of June 30, 2001. We expect to continue to incur significant product
development, sales and marketing and administrative expenses. Our operating
expenses increased during the year ended June 30, 2001 reflecting the hiring of
additional key personnel as we implement our growth plan. As a result, we will
need to generate significant revenues to achieve profitability. We cannot be
certain that we will achieve profitability in the future or, if we achieve
profitability, whether we will be able to sustain it. If we do not achieve and
maintain profitability, the market price for our common stock may decline,
perhaps substantially.
Our financial resources, even with the proceeds raised from the
exercise of our common stock purchase warrants, may not be enough for our
capital needs, and we may not be able to obtain additional financing. A failure
to derive increased revenues would likely increase our losses and negatively
impact the price of our common stock.
Our ability to accurately forecast our quarterly sales is limited, although our
costs are relatively fixed in the short term and we expect our business to be
affected by rapid technological change, which may adversely affect our quarterly
operating results.
Because of the new and rapidly evolving market for our embedded Windows
and Linux-based computing appliances, our ability to accurately forecast our
quarterly sales is limited, which makes it difficult to predict the quarterly
revenues that we will recognize. In addition, we cannot forecast operating
14
expenses based on historical results, and most of our costs are for personnel
and facilities, which are relatively fixed in the short term. If we have a
shortfall in revenues in relation to our expenses, we may be unable to reduce
our expenses quickly enough to avoid significantly greater losses. We do not
know whether our business will grow rapidly enough to absorb the costs of these
employees and facilities. As a result, our quarterly operating results could
fluctuate.
There are factors that may affect the market acceptance of our products, some of
which are beyond our control, including the following:
o the growth and changing requirements of the computing appliance
market;
o the quality, price, performance and total cost of ownership of our
products;
o the availability, price, quality and performance of competing
products and technologies; and
o the successful development of our relationships with software
providers, original equipment manufacturers and existing and
potential channel partners.
We may not succeed in developing and marketing our computing appliance
products, and our operating results may decline as a result.
Our gross margins can vary significantly, based upon a variety of factors. If
the Company is unable to sustain adequate gross margins it may be unable to
reduce operating expenses in the short term, resulting in losses.
The Company's gross margins can vary significantly from quarter to
quarter depending on average selling prices, fixed costs in relation to revenue
levels and the mix of the Company's business, including the percentage of
revenues derived from hardware, software and consulting services. The gross
profit margin also varies in response to competitive market conditions as well
as periodic fluctuations in the cost of memory and other significant components.
The market in which the Company competes remains very competitive, and although
the Company intends to continue its efforts to reduce the cost of its products,
there can be no certainty that the Company will not be required to reduce prices
of its products without compensating reductions in the cost to produce its
products in order to increase its market share or to meet competitors' price
reductions.
Our business is dependent on customer adoption of Windows and Linux-based
computing appliances to perform discrete tasks for corporate and Internet-based
computer networks and a decrease in their rates of adoption could adversely
affect our ability to increase our revenues.
We are dependent on the growing use of computing appliances to perform
discrete tasks for corporate and Internet-based networks to increase our
revenues. If the role of computing appliances does not increase as we
anticipate, or if it in any way decreases, our revenues would not materialize.
We believe that our expectations for the growth of the computing appliance
market may not be fulfilled if customers continue to use general-purpose
personal computers. In addition, if corporate information technology
organizations do not accept Windows or Linux-based embedded operating systems,
or if there is a wide acceptance of alternative operating systems that provide
enhanced capabilities, our operating results could be harmed.
The computing appliance market in which we compete is new and
unpredictable, and if this market does not develop and expand as we anticipate,
our revenues may not grow. In addition, consolidation in this market could
result in our clients being absorbed into larger organizations that might not be
as receptive to our products.
15
Because some of our products use embedded versions of Microsoft Windows as their
operating system, an inability to license these operating systems on favorable
terms could impair our ability to release major product upgrades and maintain
market share.
We may not be able to release major upgrades of our new products on a
timely basis because some of our products use Microsoft Windows as their
operating system. Windows is provided to the Company by Microsoft Corporation,
and the Company does not have access to the source code for Windows. If
Microsoft fails to continue to enhance and develop its embedded operating
systems, or if the Company is unable to license these operating systems on
favorable terms, its operations may suffer.
Because some of our products use Linux as their operating system, the failure of
Linux developers to enhance and develop the Linux kernel could impair our
ability to release new products and maintain market share.
We may not be able to release major upgrades of our new products on a
timely basis because some of our products use Linux as their operating system.
The heart of Linux, the Linux kernel, is maintained by third parties. Linus
Torvalds, the original developer of the Linux kernel, and a small group of
independent engineers are primarily responsible for the development and
evolution of the Linux kernel. If this group of developers fails to further
develop the Linux kernel or if Mr. Torvalds or other prominent Linux developers
were to no longer work on the Linux kernel, we would have to either rely on
another party to further develop the kernel or develop it ourselves. To date, we
have optimized our Linux-based operating system based on a version of Red Hat
Linux. If we were unable to access Red Hat Linux, we would be required to spend
additional time to obtain a tested, recognized version of the Linux kernel from
another source or develop our own operating system internally. We cannot predict
whether enhancements to the kernel would be available from reliable alternative
sources. We could be forced to rely to a greater extent on our own development
efforts, which would increase our development expenses and might delay our
product release schedules. In addition, any failure on the part of the kernel
developers to further develop and enhance the kernel could stifle the
development of additional Linux-based applications for use with our products.
We may not succeed if Linux fragments, and application developers do
not develop software for our products.
Because we depend on sole source, limited source and foreign source suppliers
for key components, we are susceptible to supply shortages that could prevent us
from shipping customer orders on time, if at all, and result in lost sales.
We depend upon single source suppliers for our computing appliance
products and for several of the components in them. We also depend on limited
sources to supply several other industry standard components. We also rely on
foreign suppliers which subject us to risks associated with foreign operations
such as the imposition of unfavorable governmental controls or other trade
restrictions, changes in tariffs and political instability.
We have in the past experienced and may in the future experience
shortages of, or difficulties in acquiring, these components. If we are unable
to buy these components, we will not be able to deliver our products to our
customers.
16
Because we rely on channel partners to sell our products, our revenues could be
negatively impacted if our existing channel partners do not continue to purchase
products from us.
We cannot be certain that we will be able to attract channel partners
that market our products effectively or provide timely and cost-effective
customer support and service. None of our current channel partners is obligated
to continue selling our products nor to sell our new products. We cannot be
certain that any channel partner will continue to represent our products or that
our channel partners will devote a sufficient amount of effort and resources to
selling our products in their territories. We need to expand our direct and
indirect sales channels, and if we fail to do so, our growth could be limited.
We do not have a large consulting staff, and our revenues may suffer if
customers demand extensive consulting or other support services.
Many of our competitors offer extensive consulting services in addition
to products. If we introduced a product that required extensive consulting
services for installation and use or if our customers wanted to purchase from a
single vendor a menu of items that included extensive consulting services, we
would be required to change our business model. We would be required to hire and
train consultants, outsource the consulting services or enter into a joint
venture with another company that could provide those services. If these events
were to occur, our future profits would likely suffer because customers would
choose another vendor or we would incur the added expense of hiring and
retaining consulting personnel.
We may not be able to effectively compete against other providers as a result of
their greater financial resources and brand awareness.
In the market for computing appliances, we face significant competition
from larger companies which have greater financial resources and name
recognition than we do. Increased competition may negatively affect our business
and future operating results by leading to price reductions, higher selling
expenses or a reduction in our market share.
Our future competitive performance depends on a number of factors,
including our ability to:
o continually develop and introduce new products and services with
better prices and performance than offered by our competitors;
o offer a wide range of products; and
o offer high-quality products and services.
If we are unable to offer products and services that compete
successfully with the products and services offered by our competitors, our
business and our operating results would be harmed. In addition, if in
responding to competitive pressures, we are forced to lower the prices of our
products and services and we are unable to reduce our costs, our business and
operating results would be harmed.
Computing appliance products are subject to rapid technological change due to
changing operating system software and network hardware and software
configurations, and our products could be rendered obsolete by new technologies.
17
The computing appliance market is characterized by rapid technological
change, frequent new product introductions, uncertain product life cycles,
changes in customer demands and evolving industry standards. Our products could
be rendered obsolete if products based on new technologies are introduced or new
industry standards emerge.
We may not be able to preserve the value of our products' intellectual property
because we do not have any patents and other vendors could challenge our other
intellectual property rights.
Our products will be differentiated from those of our competitors by
our internally developed technology that is incorporated into our products. If
we fail to protect our intellectual property, other vendors could sell products
with features similar to ours, and this could reduce demand for our products,
which would harm our operating results.
We may not be able to attract software developers to bundle their products with
our computing appliances.
Our computing appliances include our own software, plus software from
other companies for specific vertical markets. If we are unable to attract
software developers, and are unable to include their software in our products,
we may not be able to offer our computing appliances for certain important
target markets, and our financial results will suffer.
In order to continue to grow our revenues, we may need to hire additional
personnel, including software engineers.
In order to continue to develop and market our line of computing
appliances, we may need to hire additional software engineers as well as
marketing and sales personnel. Competition for employees with these skills is
severe and we may experience difficulty in attracting suitably qualified people.
Future growth that we may experience will place a significant strain on
our management, systems and resources. To manage the anticipated growth of our
operations, we may be required to:
o improve existing and implement new operational, financial and
management information controls, reporting systems and procedures;
o hire, train and manage additional qualified personnel; and
o establish relationships with additional suppliers and partners while
maintaining our existing relationships.
We rely on the services of certain key personnel, and those persons' knowledge
of our business and technical expertise would be difficult to replace.
Our products and technologies are complex and we are substantially
dependent upon the continued service of our existing personnel. The loss of any
of our key employees could adversely affect our business and slow our product
development processes.
Errors in our products could harm our business and our operating results.
18
Because our computing appliance products are complex, they could
contain errors or bugs that can be detected at any point in a product's life
cycle. Although many of these errors may prove to be immaterial, any of these
errors could be significant. Detection of any significant errors may result in:
o the loss of or delay in market acceptance and sales of our products;
o diversion of development resources;
o injury to our reputation; or
o increased maintenance and warranty costs.
These problems could harm our business and future operating results.
Product errors or delays could be material, including any product errors or
delays associated with the introduction of new products or the versions of our
products that support operating systems other than Linux. Occasionally, we have
warranted that our products will operate in accordance with specified customer
requirements. If our products fail to conform to these specifications, customers
could demand a refund for the purchase price or assert claims for damages.
Moreover, because our products are used in connection with critical
distributed computing systems services, we may receive significant liability
claims if our products do not work properly. Our agreements with customers
typically contain provisions intended to limit our exposure to liability claims.
However, these limitations may not preclude all potential claims. Liability
claims could require us to spend significant time and money in litigation or to
pay significant damages. Any such claims, whether or not successful, could
seriously damage our reputation and our business.
Forward-Looking Statements
This annual report on Form 10-K contains statements that are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, such as statements regarding future margins and margin trends, future
revenues and operating losses, lower inventory levels, increased sales, the
Company's competitive position, the reduction of the cost of producing the
Company's products, the cost benefits and other advantages of the Company's
products, the establishment of strategic partnerships and other relationships
and the development of new products. These forward-looking statements involve
risks and uncertainties. The factors set forth below, and those contained in
"Factors Affecting the Company and Future Operating Results" and set forth
elsewhere in this report, could cause actual results to differ materially from
those predicted in any such forward-looking statement. Factors that could affect
the Company's actual results include the Company's ability to lower its costs,
customers' acceptance of Neoware's line of computing appliance products, pricing
pressures, rapid technological changes in the industry, growth of the computing
appliance market, increased competition, the Company's ability to attract and
retain qualified personnel, changes in general economic conditions and risks
associated with foreign operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements of the Company are filed under this Item 8, beginning
on page F-2 of this Report.
19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information with respect to directors required by this Item is incorporated
by reference to the Section entitled "Election of Directors" in the Company's
definitive Proxy Statement for its 2001 Annual Meeting of Stockholders.
The following individuals are the current executive officers of the
Company:
Name Age Position
---- --- --------
Michael G. Kantrowitz 41 President and Chief Executive Officer
Steven B. Ahlbom 51 Vice President of Operations
Edward M. Parks 49 Vice President of Engineering
Vincent T. Dolan 58 Vice President of Finance and
Administration
Edward F. Golderer 57 Vice President of North American Sales
and Marketing
Mr. Kantrowitz has been President and Chief Executive Officer of the Company
since February, 2000. Prior to his appointment as President and CEO, Mr.
Kantrowitz served as Executive Vice President of the Company responsible for
Marketing, Sales and Business Development and as a Director of the Company since
March 2, 1995. Prior to this, Mr. Kantrowitz was a senior executive of HDS from
1983, holding the positions of Executive Vice President from 1991 until March
1995 and Vice President of Marketing and Sales from 1987 until 1991. Prior to
joining HDS, Mr. Kantrowitz held engineering and technical positions with
Raytheon Company and Adage Corporation. Mr. Kantrowitz holds a BSEE in
Electrical Engineering from the University of Lowell.
Mr. Ahlbom has been Vice President of Operations of the Company since March 2,
1995. Prior to that, he held the positions of Vice President of Operations and
Manager of Operations of HDS from 1988. Prior to joining HDS, Mr. Ahlbom was
World-Wide Quality Assurance Manager for Commodore International from 1987 until
1988, and served as Quality Assurance Manager of Burroughs Corporation.
Mr. Parks has been Vice President of Engineering of the Company since March 2,
1995. Prior to that, he held the position of Vice President of Engineering of
HDS from 1987. Prior to joining HDS, Mr. Parks was Corporate Director for
Product and Market Development and Director of Engineering for Commodore
Business Machines from 1984 until 1987, and was employed by Eastman Kodak in
engineering management positions from 1974 to 1984.
Mr. Dolan has been Vice President of Finance and Administration since January
27, 1999. Prior to joining the Company, he served as Vice President-Finance and
Administration for Superior Tube Company from 1991 through 1998. From 1983 until
1988, Mr. Dolan also served as Vice President-Finance and Administration of
20
General Data Systems, Ltd., a computer services company and, prior to that, as
Executive Vice President-Finance and Administration of Omni Exploration, Inc. (a
Nasdaq Company). Mr. Dolan was also employed by PricewaterhouseCoopers and is a
Certified Public Accountant.
Mr. Golderer has been Vice President of North American Sales and Marketing since
May 22, 2000. Prior to joining the Company, he served as Executive Vice
President-Sales and General Manager for Decision Data Corporation, a computer
equipment and services company, from 1995 to 2000. Mr. Golderer also served as
Vice President, Sales and Marketing for Robec, Inc. from 1994 to 1995 and for
Computerware Corporation from 1992 to 1994. Prior to that, Mr. Golderer was
employed in sales and marketing positions with Unisys, Okidata and MBI Business
Centers.
All officers of the Company are appointed annually by the Company's Board and
serve at its discretion.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference to the
section entitled "Executive Compensation" in the Company's definitive proxy
statement for its 2001 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item is incorporated by reference to the
section entitled "Beneficial Ownership of Common Stock" in the Company's
definitive proxy statement for its 2001 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this Item is incorporated by reference to the
section entitled "Certain Transactions" in the Company's definitive proxy
statement for its 2001 Annual Meeting of Stockholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
Financial Statements
See Index to Financial Statements at page F-1.
Financial Statement Schedules
All schedules have been omitted because they are not applicable, or not
required, or the information is shown in the financial statements or notes
thereto.
21
Exhibits
The following is a list of exhibits filed as part of this annual report on Form
10-K. Where so indicated by footnote, exhibits which were previously filed are
incorporated by reference.
Exhibit
Numbers Description
------- -----------
2.1 Agreement of Merger dated as of December 2, 1994 among the Company,
ISAC Acquisition Co. and HDS (Exhibit 2.1)(4)
3.1 Certificate of Incorporation (Exhibit 3.1)(1)
3.2 Amendment to Certificate of Incorporation (Exhibit 3.2)(2)
3.3 By-laws (Exhibit 3.2)(7)
4.1 Common Stock Purchase Warrants held by Kirlin Holding Corp. and two
related persons (Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the Common Stock Purchase Warrants, which are identical in all
material respects except as to the parties thereto and the number of
Warrants, held by such related persons are not being filed). (Exhibit
4.5)(6)
4.2* Common Stock Purchase Warrants held by GKN Securities Corp. and two
affiliated persons (Pursuant to Instruction 2 to Item 601 of
Regulation S-K, the Warrants, which are identical in all material
respects except as to the parties thereto and the number of Warrants
held by the affiliated persons are not being filed).
10.1 Letter Agreement between Safeguard Scientifics, Inc. and Registrant.
(Exhibit 10.5)(3)
10.2 Lease between the Registrant and GBF Partners, as amended. (Exhibit
10.9)(4)
10.3 Second Amendment to Commercial Lease, dated July 31, 2000, between the
Registrant and GBF Partners.
10.4+ 1995 Stock Option Plan (as amended on May 16, 2000). (Exhibit 10.2)(8)
10.5+ Employment Agreement, dated February 14, 2000, between the Registrant
and Michael G. Kantrowitz. (Exhibit 10.1)(8)
10.6+ Separation Agreement, dated February 14, 2000, between the Registrant
and Edward C. Callahan, Jr. (Exhibit 10.3 )(8)
10.7+ Employment Agreement, dated June 10, 1999 between the Registrant and
Edward M. Parks. (Exhibit 10.7)(7)
10.8+ Letter agreement, dated October 1, 1998 between the Registrant and
Steven Ahlbom. (Exhibit 10.8)(7)
10.9+ Letter Agreement, dated January 27, 1999, between the Registrant and
Vincent T. Dolan. (9) (Exhibit 10.9)(9)
22
10.10+ Note, dated April 14, 2000, of Michael G. Kantrowitz to the Registrant
and Pledge Agreement, dated April 14, 2000, between the Registrant and
Michael G. Kantrowitz. (Exhibit 10.10)(9)
10.11+ Note, dated April 14, 2000, of Edward M. Parks to the Registrant and
Pledge Agreement, dated April 14, 2000, between the Registrant and
Edward M. Parks. (Exhibit 10.11)(9)
10.12* Letter Agreement, dated May 17, 2000, between the Registrant and
Edward F. Golderer.
10.13* Letter Agreement, dated January 30, 2001, between the Registrant and
Edward F. Golderer.
21. Subsidiaries (Exhibit 21)(5)
23.* Consent of Arthur Andersen LLP
* Filed herewith.
+ Management contract or arrangement.
(1) Filed as an Exhibit to the Company's Registration Statement on Form
S-1 (File No. 33-56834) filed with the SEC on January 7, 1993.
(2) Filed as an Exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.
(3) Filed as an Exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (No. 33-56834) filed with the SEC on February
11, 1993.
(4) Filed as an Exhibit to the Company's Registration Statement on Form
S-4 (File No. 33-87036) filed with the SEC on December 6, 1994.
(5) Filed as an Exhibit to the Company's Annual Report on Form 10-K for
the year ended June 30, 1998.
(6) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998.
(7) Filed as an Exhibit to the Company's Annual Report on Form 10-K for
the year ended June 30, 1999.
(8) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000.
(9) Filed as an Exhibit to the Company's Annual Report on Form 10-K for
the year ended June 30, 2000.
No reports on Form 8-K were filed during the last quarter of fiscal 2001.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NEOWARE SYSTEMS, INC.
Date: September 27, 2001 By: /s/ Michael G. Kantrowitz
-------------------------- --------------------------
Michael G. Kantrowitz
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Michael G.
Kantrowitz, President and Chief Executive Officer, and Vincent T. Dolan, Vice
President-Finance and Administration, and each of them severally, his or her
true and lawful attorney-in-fact, in his or her name, place and stead to execute
and cause to be filed with the Securities and Exchange Commission any or all
amendments to this report.
Signature Title Date
--------- ----- ----
/s/ Arthur R. Spector Chairman of the Board September 27, 2001
-------------------------------
Arthur R. Spector
/s/ Michael G. Kantrowitz President, Chief Executive September 27, 2001
------------------------------- Officer and Director (Principal
Executive Officer)
/s/ Vincent T. Dolan Vice President of Finance and September 27, 2001
------------------------------- Administration (Principal Financial
Vincent T. Dolan Officer and Principal Accounting Officer)
/s/ John M. Ryan Director September 27, 2001
-------------------------------
John M. Ryan
/s/ Carl G. Sempier Director September 27, 2001
-------------------------------
Carl G. Sempier
/s/ Christopher G. McCann Director September 27, 2001
-------------------------------
Christopher G. McCann
24
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Neoware Systems, Inc. and Subsidiaries
Report of Independent Public Accountants F-2
Consolidated Financial Statements--
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Stockholders' Equity F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Neoware Systems, Inc.:
We have audited the accompanying consolidated balance sheets of Neoware Systems,
Inc. (a Delaware corporation) and subsidiaries as of June 30, 2001 and 2000, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended June 30, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Neoware Systems, Inc. and
subsidiaries as of June 30, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
2001 in conformity with accounting principles generally accepted in the United
States.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
August 17, 2001
F-2
NEOWARE SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
June 30
----------------------------
ASSETS 2001 2000
------ ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 11,712,535 $ 13,831,792
Marketable equity securities 366,667 --
Accounts receivable, net of allowance for doubtful
accounts of $188,151 and $125,409 3,502,013 2,068,230
Inventories 458,736 1,119,844
Prepaid expenses and other 369,529 249,196
Notes receivable 26,072 726,072
------------ ------------
Total current assets 16,435,552 17,995,134
PROPERTY AND EQUIPMENT, net 199,397 231,933
CAPITALIZED AND PURCHASED SOFTWARE, net 77,247 363,096
NOTES RECEIVABLE 52,193 78,216
GOODWILL AND OTHER INTANGIBLES 2,024,453 --
------------ ------------
$ 18,788,842 $ 18,668,379
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 935,943 $ 1,153,972
Accrued expenses 1,473,718 602,641
Deferred revenue 289,278 434,686
------------ ------------
Total current liabilities 2,698,939 2,191,299
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares
authorized and none issued and outstanding -- --
Common stock, $.001 par value, 50,000,000 shares
authorized, 10,179,663 and 10,275,163 shares outstanding 10,280 10,275
Additional paid-in capital 24,524,567 24,369,648
Treasury stock, 100,000 shares at cost (100,000) --
Other comprehensive income 66,667 --
Accumulated deficit (8,411,611) (7,902,843)
------------ ------------
Total stockholders' equity 16,089,903 16,477,080
------------ ------------
$ 18,788,842 $ 18,668,379
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
NEOWARE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended June 30,
------------------------------------------------
2001 2000 1999
------------ ------------ ------------
NET REVENUES $ 17,654,825 $ 11,044,870 $ 10,665,753
COST OF REVENUES 11,692,775 8,726,096 9,298,116
------------ ------------ ------------
Gross profit 5,962,050 2,318,774 1,367,637
------------ ------------ ------------
OPERATING EXPENSES:
Sales and marketing 3,058,008 1,599,209 1,497,943
Research and development 955,386 648,548 726,633
General and administrative 2,171,280 1,711,918 1,938,770
Acquisition related costs 245,839 471,110 --
------------ ------------ ------------
Total operating expenses 6,430,513 4,430,785 4,163,346
------------ ------------ ------------
Operating loss (468,463) (2,112,011) (2,795,709)
LOSS ON INVESTMENT (812,000) -- --
GAIN ON SALE OF EQUITY INVESTMENT -- -- 406,930
INTEREST INCOME (EXPENSE), net 771,695 291,900 38,317
------------ ------------ ------------
Loss before income taxes (508,768) (1,820,111) (2,350,462)
INCOME TAX EXPENSE -- -- 430,396
------------ ------------ ------------
NET LOSS $ (508,768) $ (1,820,111) $ (2,780,858)
============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $ (.05) $ (.25) $ (.44)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES USED IN BASIC
AND DILUTED LOSS PER SHARE COMPUTATION 10,226,316 7,374,692 6,278,317
============ ============ ============
The accompanying notes are an integral part of these financial statements.
F-4
NEOWARE SYSTEMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Additional Other
Paid-in Treasury Comprehensive
Shares Amount Capital Stock Income
------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1998 6,264,158 $ 6,264 $ 10,154,052 -- --
Issuance of common stock for services rendered 21,624 22 24,305 -- --
Amortization of deferred compensation -- -- -- -- --
Net loss -- -- -- -- --
------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1999 6,285,782 6,286 10,178,357 -- --
Exercise of warrants 3,725,853 3,726 13,901,036 -- --
Exercise of stock options 263,528 263 290,255 -- --
Net loss -- -- -- -- --
------------------------------------------------------------------------------
BALANCE AT JUNE 30, 2000 10,275,163 10,275 24,369,648 -- --
Unrealized gain on marketable equity securities -- -- -- -- 66,667
Issuance of warrants -- -- 150,000 -- --
Purchase of treasury stock (100,000 shares) (100,000) -- -- (100,000) --
Exercise of stock options 4,500 5 4,919 -- --
Net loss -- -- -- -- --
------------------------------------------------------------------------------
BALANCE AT JUNE 30, 2001 10,179,663 $ 10,280 $ 24,524,567 $ (100,000) $ 66,667
==============================================================================
-----------------------------------------------------------------------------------------------------
Retained
Earnings Deferred
(Deficit) Compensation Total
-----------------------------------------------
BALANCE AT JUNE 30, 1998 $ (17,368) $ 6,841,074
(3,301,874)
Issuance of common stock for services rendered -- -- 24,327
Amortization of deferred compensation -- 17,368 17,368
Net loss (2,780,858) -- (2,780,858)
-----------------------------------------------
BALANCE AT JUNE 30, 1999 (6,082,732) -- 4,101,911
Exercise of warrants -- -- 13,904,762
Exercise of stock options -- -- 290,518
Net loss (1,820,111) -- (1,820,111)
-----------------------------------------------
BALANCE AT JUNE 30, 2000 (7,902,843) 16,477,080
Issuance of warrants -- -- 150,000
Purchase of treasury stock (100,000 shares) -- -- (100,000)
Exercise of stock options -- -- 4,924
Unrealized gain on marketable equity securities -- -- 66,667
Net loss (508,768) -- (508,768)
-----------------------------------------------
Total comprehensive income (loss) -- -- (442,101)
-----------------------------------------------
BALANCE AT JUNE 30, 2001 $ (8,411,611) -- $ 16,089,903
===============================================
The accompanying notes are an integral part of these financial statements.
F-5
NEOWARE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended June 30,
-----------------------------------------------
2001 2000 1999
------------ ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (508,768) $ (1,820,111) $(2,780,858)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities-
Depreciation and amortization 363,766 523,398 738,158
Impairment charge on note receivable 812,000 -- --
Amortization of deferred compensation -- -- 17,368
Issuance of Common Stock for services rendered -- -- 24,327
Gain on sale of equity investment -- -- (406,930)
Provision for inventory obsolescence -- 130,000 800,000
Write-down of property and equipment -- 35,000 --
Deferred income taxes -- -- 430,396
Changes in operating assets and liabilities-
(Increase) decrease in:
Accounts receivable (1,433,783) 518,463 2,191,264
Inventories 661,108 74,580 994,619
Recoverable income taxes -- -- 1,121,554
Prepaid expenses and other (110,182) 15,126 (140,747)
Increase (decrease) in:
Accounts payable (218,029) (500,954) (179,474)
Accrued expenses 871,077 (503,747) (219)
Deferred revenue (145,408) 115,014 154,360
-----------------------------------------------
Net cash provided by (used in)
operating activities 291,781 (1,413,231) 2,963,818
-----------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized and purchased software (66,932) (139,788) (231,509)
Purchase of intangible assets (1,874,453) -- --
Purchase of marketable securities (300,000) -- --
Purchases of property and equipment, net (100,601) (34,087) (40,317)
Proceeds from sale of equity investment -- -- 406,930
-----------------------------------------------
Net cash provided by
(used in) investing activities (2,341,986) (173,875) 135,104
-----------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of warrants -- 13,904,762 --
Purchase of treasury stock (100,000) -- --
Exercise of stock options 4,925 290,518 --
Repayments under line of credit -- (143,000) (2,931,000)
Decrease (increase) in notes receivable 26,023 (104,288) --
-----------------------------------------------
Net cash provided by (used in)
financing activities (69,052) 13,947,992 (2,931,000)
-----------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,119,257) 12,360,886 167,922
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 13,831,792 1,470,906 1,302,984
-----------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 11,712,535 $ 13,831,792 $ 1,470,906
===============================================
SUPPLEMENTAL DISCLOSURES:
Cash paid for income taxes $ -- $ -- $ --
Cash paid for interest 8,563 18,642 65,691
The accompanying notes are an integral part of these financial statements.
F-6
NEOWARE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. COMPANY BACKGROUND:
Neoware Systems, Inc. (the "Company") provides software and solutions to enable
Appliance Computing, a new Internet based computing architecture targeted at
business customers that is designed to be simpler and easier than traditional
PC-based computing. The Company's software and management tools power and manage
a new generation of smart computing appliances that utilize the benefits of
open, industry-standard technologies to create new alternatives to personal
computers used in business and a wide variety of proprietary business devices.
The Company's Capio and Eon products are thin client computing appliances which
are cost-effective alternatives to personal computers used by businesses, and
powerful replacements for green-screen terminals. Used in conjunction with
Citrix MetaFrame or Microsoft Terminal Services, the Company's computing
appliances allow users to run computer applications from a server, plus connect
to mainframes, midrange systems and the Internet. Unlike personal computers,
computing appliances can be centrally managed and remotely configured, which
greatly simplifies administration.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany profits, accounts
and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents for the purpose of
determining cash flows. Cash equivalents at June 30, 2001 and 2000 consist of
investments in commercial paper, money market funds and repurchase agreements.
F-7
Marketable Securities
The Company's marketable equity securities have been classified as
"available-for-sale" under the provisions of SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities" and are reported at estimated fair
value, with the accumulated other comprehensive income (unrealized gains and
losses) reported as a separate component of stockholders' equity. Accumulated
other comprehensive income reported in stockholders' equity was $66,667 at June
30, 2001 and none at June 30, 2000. The Company owned 300,000 shares of
Boundless Corporation common stock at June 30, 2001 which has been classified as
current, available-for-sale securities (see Note 3).
Inventories
Inventories are stated at the lower of cost or market. Cost is determined by the
first-in, first-out method.
Long-Lived Assets
The Company follows SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." Accordingly, in the event
that facts and circumstances indicate that property and equipment, intangible or
other assets may be impaired, an evaluation of recoverability would be
performed. If an evaluation is required, the estimated future undiscounted cash
flows associated with the assets is compared to the carrying amount of the
assets to determine if a write-down to market value or discounted cash flow
value is necessary.
Property and Equipment
Property and equipment are stated at cost. Additions and improvements that
significantly extend the useful life of an asset are capitalized. Expenditures
for repairs and maintenance are charged to operations as incurred. Depreciation
and amortization are provided using the straight-line methods over the estimated
useful lives of the assets as follows:
Computer equipment 3-5 years
Office furniture and equipment 5-7 years
Leasehold improvements Lease term
Other 3-5 years
Revenue Recognition
The Company's products include both a hardware and software component. In
accordance with Statement of Position No. 97-2, "Software Revenue Recognition"
("SOP 97-2"), software revenue recognition should be followed for products or
services where a software element exists, unless the software is incidental to
the product being sold. The software has been deemed to be essential to the
functionality of the hardware and, therefore, SOP 97-2 has been followed for
revenue recognition. Revenue is recognized on product sales when a formal
arrangement exists, delivery of the product has occurred or title has
transferred, the fee is fixed or determinable and collectibility is probable.
Revenue related to post contract services is recognized with the initial sale as
the fee is included with the initial licensing fee, post-contract services are
for one year or less, the estimated cost of providing such services during the
arrangement is deemed insignificant and unspecified upgrades/enhancements
offered during the period historically have been and are expected to continue to
F-8
be minimal and infrequent. Product warranty costs and an allowance for sales
returns are accrued at the time revenues are recognized.
From time to time, customers request delayed shipment, usually because of
customer scheduling for systems integration and lack of storage space at a
customer's facility during the implementation. In such "bill and hold"
transactions, the Company recognizes revenues when the following conditions are
met: the equipment is complete, ready for shipment and segregated from other
inventory; the Company has no further significant performance obligations in
connection with the completion of the transaction; the commitment and delivery
schedule is fixed; the customer requested the transaction be completed on this
basis; and the risks of ownership have passed to the customer. Revenues
recognized from "bill and hold" transactions for products which had not shipped
by fiscal year-end were $335,119, $60,587 and $904,265 for the years ended June
30, 2001, 2000 and 1999, respectively. Accounts receivable relating to "bill and
hold" transactions were $335,119 and $60,587 at June 30, 2000 and 1999,
respectively.
Research and Development
Costs incurred in the development of new software products are charged to
expense as incurred until the technological feasibility of the product has been
established. After technological feasibility has been established, any
additional costs are capitalized in accordance with SFAS No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased or Otherwise Marketed."
Capitalized software costs are amortized to cost of revenues over the expected
life of the product, not to exceed three years. The Company capitalized $66,932,
$139,788 and $176,509 of software development cost and amortized $230,630,
$242,377 and $264,747 in fiscal 2001, 2000 and 1999, respectively. Accumulated
amortization was $1,054,105, and $823,475 at June 30, 2001 and 2000,
respectively. The Company also enters into various licensing agreements, which
require up front cash payments, and/or royalties based on unit sales. Such
amounts are capitalized and amortized over the term of the license agreement or
based on the units sold. The Company continually evaluates whether events and
circumstances have occurred that indicate that unamortized product development
costs may not be recoverable or that the amortization period should be revised.
Earnings Per Share
The Company applies SFAS No. 128, "Earnings per Share." SFAS 128 requires dual
presentation of basic and diluted earnings per share ("EPS") for complex capital
structures on the face of the statement of operations. Basic EPS is computed by
dividing income (loss) by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution from the
exercise or conversion of securities into Common stock, such as stock options.
At June 30, 2001, the Company has options and warrants outstanding to purchase
1,676,750 shares of Common stock at prices ranging from $.84 to $ 7.13. For the
years ended June 30, 2001, 2000 and 1999, there were no dilutive effects of
stock options or warrants as the Company incurred a net loss.
Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Under the asset-and-liability method of SFAS No.
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and the respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS No. 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
F-9
New Accounting Pronouncements
Effective July 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." This statement requires companies to classify items of
other comprehensive income by their nature in a financial statement and 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. For the year ended June 30, 2001, the Company's
comprehensive loss consisted on its net loss and other comprehensive income of
$66,667, related to its investment in marketable securities.
Effective July 1, 2000, the Company adopted SFAS No. 133, "Accounting for
Derivative Financial Instruments and Hedging Activities." SFAS No. 133, as
amended by SFAS No. 137, provides a comprehensive and consistent standard for
the recognition and measurement of derivatives and hedging activities. As the
Company does not currently hold derivative instruments or engage in hedging
activities, the adoption of this pronouncement has had no impact on the
Company's financial statements.
3. ACQUISITION:
On June 28, 2001, the Company acquired the assets of the thin client business of
Boundless Technologies, Inc. (Boundless) which included the Capio product line
and associated software, intellectual property, customer contract rights and
other intangibles. The acquisition was accounted for using the purchase method
of accounting. The purchase price was payable in cash of $1,792,654, including
transaction costs of $192,654 and was allocated to intangible assets. In
addition, the Company issued warrants to purchase 86,095 Common shares in the
aggregate to a financial advisor and two of its affiliates for providing
acquisition related services (see Note 9). The fair value of the warrants of
$150,000 was also included as part of the purchase price. The Company also
accrued $81,799 of future contractual obligations in connection with the
acquisition. The aggregate purchase price of $2,024,453 has been recorded as
intangible assets at June 30, 2001. Management is currently in the process of
allocating the purchase price to specific identifiable intangibles as required
under SFAS No. 141, "Business Combinations". The results of operations of
Boundless have been included in the accompanying statement of operations from
the date of the acquisition. Concurrently with the consummation of the
acquisition, the Company made an equity investment of $300,000 in Boundless.
4. MAJOR CUSTOMERS AND FOREIGN REVENUES:
One customer provided 10.2% of total net revenues in fiscal 2001. No individual
customer provided more than 10% of revenues in fiscal 2000 and 1999.
The Company's products are used in a broad range of industries for a variety of
applications. Sales are made to both domestic and international customers. Net
foreign revenues in fiscal 2001, 2000 and 1999, were approximately 24%, 28% and
29%, respectively, and were transacted in US dollars.
F-10
5. CONSOLIDATED BALANCE SHEET COMPONENTS:
Inventories consisted of the following:
June 30,
------------------------
2001 2000
--------- -----------
Purchased components and subassemblies $ 167,730 $ 584,303
Finished goods 291,006 535,541
--------- -----------
$ 458,736 $ 1,119,844
========= ===========
During the latter part of fiscal 2000, the Company terminated the designing and
manufacturing of its proprietary, customized hardware products and began a
transition to the delivery of its software products and management tools on
standard platforms using high-performance components manufactured by third
parties.
Property and equipment consisted of the following:
June 30,
-------------------------
2001 2000
---------- -----------
Computer equipment $ 1,010,747 $ 933,929
Office furniture and equipment 382,368 369,509
Leasehold improvements 374,236 363,313
Other 121,921 121,921
----------- -----------
1,889,272 1,788,672
Less- Accumulated depreciation and amortization (1,689,875) (1,556,739)
----------- -----------
$ 199,397 $ 231,933
=========== ===========
Accrued expenses at June 30, 2001 and 2000 consisted of the following:
June 30,
-------------------------
2001 2000
---------- -----------
Software license fees $ 302,024 $ 116,511
Compensation 574,324 218,885
Marketing costs 206,799 --
Professional fees 172,698 84,711
Other 244,883 182,535
----------- -----------
$ 1,473,728 $ 602,642
=========== ===========
A rollforward of the allowance for doubtful accounts follows:
June 30,
----------------------------------------
2001 2000 1999
---------- ---------- ----------
Beginning balance $ 125,409 $ 196,756 $ 168,710
Expense 66,137 29,338 93,848
Write-offs (3,395) (100,685) (65,802)
--------- --------- ---------
Ending balance $ 188,151 $ 125,409 $ 196,756
========= ========= =========
6. NOTES RECEIVABLE AND INVESTMENT IN BROADREACH:
In October 1997, the Company merged ITC, a wholly-owned subsidiary, into
Broadreach in exchange for a 2% stock interest in Broadreach Consulting, Inc.
and the reimbursement of $1,000,000 of expenses incurred by the Company. Of the
total reimbursement, $300,000 was paid in cash and the remaining $700,000 under
a note bearing interest at 8% per year and payable upon the earlier of three
years or upon the completion of the initial public offering of Broadreach.
During fiscal 1999, the Company sold its 2% interest in Broadreach for $406,930,
which is included as a gain on sale of equity investment in the accompanying
consolidated statements of operations. In March 2001, the Company recorded a
loss on investment of $812,000 representing the balance due on the note
receivable, including accrued interest, as a result of current industry
conditions affecting Broadreach and Broadreach's industry (the technology
consulting sector). Broadreach has subsequently discontinued operations and its
assets have been sold.
F-11
During April 2000, the Company entered into note agreements with two of its
officers in the aggregate of $104,288 in order to provide a portion of the funds
required for the exercise by the officers of the warrants to purchase the
Company's common stock which they held. The notes are full recourse and are
repayable in equal annual installments over four years and bear interest at an
annual rate of 8%.
7. LINE OF CREDIT:
During fiscal 1999, the Company entered into a line of credit agreement with a
bank which provides for borrowing up to $2,000,000 subject to certain
limitations, as defined. The line of credit matures on December 31, 2002.
Borrowings under the credit agreement bear interest at the bank's prime rate
plus 1/2% (8.75% at June 30, 2001). At June 30, 2001, there was $2,000,000
available for borrowing under the line. During fiscal 2001, there were no
borrowings under the line. During fiscal 2000 and 1999, the weighted average
interest rate was 10.33% and 9.75%, respectively.
The line of credit is collateralized by substantially all of the assets of the
Company. The line of credit agreement requires the Company to maintain certain
financial ratios and meet other financial conditions, as defined.
8. INCOME TAXES:
The components of income taxes are as follows:
For the Year Ended June 30,
----------------------------------------
2001 2000 1999
--------- --------- ---------
Current-
Federal $ -- $ -- $ --
State -- -- --
--------- --------- ---------
-- -- --
--------- --------- ---------
Deferred-
Federal -- -- 406,724
State -- -- 23,672
--------- --------- ---------
-- -- 430,396
--------- --------- ---------
$ -- $ -- $ 430,396
--------- --------- ---------
The federal statutory income tax rate is reconciled to the effective tax rate as
follows:
For the Year Ended June 30,
--------------------------------
2001 2000 1999
------ ------ ------
Federal statutory rate (34.0)% (34.0)% (34.0)%
State income taxes, net -- -- --
Expenses not deductible
for tax 0.8 0.4 0.4
Valuation allowance 59.0 44.1 45.2
Other (25.8) (10.5) 6.7
----- ----- -----
-- -- 18.3%
----- ----- -----
F-12
Deferred taxes are determined based on the estimated future tax effects of
differences between the financial statement and tax basis of assets and
liabilities given the provisions of enacted tax laws.
Deferred taxes are comprised of the following:
June 30,
----------------------------
2001 2000
------------ -------------
Gross current deferred income tax asset $ 2,205,736 $ 2,176,885
Gross current deferred income tax liability -- --
------------ ------------
Total current deferred tax asset 2,205,736 2,176,885
------------ ------------
Gross non-current deferred income tax asset 521,065 491,242
Gross non-current deferred income tax liability (30,513) (95,168)
------------ -------------
Total non-current deferred tax asset 490,552 396,074
------------ -------------
Valuation allowance (2,696,288) (2,572,959)
------------ -------------
Net deferred tax asset $ -- $ --
============ ============
The tax effect of significant temporary differences representing deferred tax
assets and liabilities are as follows:
June 30,
----------------------------
2001 2000
------------ -------------
Net operating loss carryforwards $ 1,874,532 $ 1,546,386
Expenses not currently deductible for tax purposes 124,528 135,275
Deferred revenue 114,264 171,701
Basis difference in property and equipment and
capitalized software 490,552 396,074
Basis difference in inventory 92,412 323,523
Valuation allowance (2,696,288) (2,572,959)
------------ ------------
Net deferred tax asset $ -- $ --
============ ============
9. STOCK OPTIONS AND WARRANTS:
The Company has a stock option plan (the "Plan") for employees and directors.
The Company is authorized to issue options for the purchase of up to 2,500,000
shares of Common Stock. Under the terms of the Plan, the exercise price of
options granted cannot be less than fair market value on the date of grant.
Employee options generally vest and become exercisable ratably over four years.
Director options generally vest and become exercisable ratably over six months
or one to two years from the date of grant. All options expire five years from
the grant date. As of June 30, 2001, there were 443,771 options available for
grant under the Plan.
F-13
Information with respect to the options under the Plan is as follows:
Weighted
Average
Exercise
Shares Price
----------- --------
Balance as of June 30, 1998 1,260,237 $ 3.37
Granted 1,297,000 1.21
Terminated (1,252,750) 3.19
----------
Balance as of June 30, 1999 1,304,487 1.39
Granted 720,500 3.04
Exercised (263,528) 1.21
Terminated (217,209) 1.17
----------
Balance as of June 30, 2000 1,544,250 2.20
Granted 220,750 1.90
Exercised (4,500) 1.09
Terminated (83,750) 2.96
----------
Balance as of June 30, 2001 1,676,750 2.12
==========
On August 28,1998, the Company modified 958,500 options previously granted. The
effect of this modification was to exchange the original options for 958,500 new
options with an exercise price of $1.06, which was the fair market value of the
Common Stock on the date of the modification. The new options retained the
vesting period of the original options. The options are included as granted and
terminated during fiscal 1999 in the table above.
The following table summarizes information about stock options outstanding as of
June 30, 2001:
Outstanding Stock Options Exercisable Stock Options
------------------------------------------------------- -------------------------
Weighted
Range Weighted Average Weighted
of Average Remaining Average
Exercise Exercise Contractual Exercise
Prices Shares Price Life Shares Price
--------- --------- -------- ----------- -------- --------
$ .84-.94 47,750 $ .97 3.7 years 16,250 $ .93
1.06 654,500 1.06 2.6 years 571,813 1.06
1.09-3.00 786,550 2.51 3.9 years 207,213 2.37
3.28-7.13 188,000 4.47 3.4 years 78,750 5.06
--------- -------
1,676,750 876,126
========= =======
Options granted under the Plan contain provisions pursuant to which all
outstanding options granted under such Plan shall become fully vested and
immediately exercisable upon a "change in control," as defined in the Plan.
F-14
As of June 30, 1999, there were 5,704,842 warrants outstanding to purchase
Common Stock at $5.50 per share. The warrants were exercisable over seven years
and were extended to expire on April 14, 2000. During fiscal 2000, the exercise
price of the warrants was adjusted to $3.75 per share and warrants to purchase
3,725,853 shares of Common Stock were exercised, resulting in net proceeds to
the Company of $13,904,762 and the remaining 1,978,989 warrants expired.
In addition to the aforementioned warrants, during fiscal 1998, the Company
issued 300,000 warrants to purchase Common Stock at prices ranging from $3.00 to
$7.00 in connection with entering into a financial advisory and investment
banking agreement. Warrants for 100,000 shares were exercisable immediately and
200,000 warrants were to vest upon meeting certain provisions, as defined. Such
provisions were not achieved and the 200,000 warrants expired in July 1999 and
the remaining warrants expired in January 2001.
In June 2001, the Company issued warrants to purchase 86,095 Common shares to a
financial advisor and two of its affiliates in connection with acquisition
related services provided (see Note 3). The warrants vest immediately and expire
in June 2004. In accordance with SFAS No. 123, the fair value of the warrants of
$150,000 was recorded. The fair value of the warrants was determined using the
Black-Scholes options pricing model using the following assumptions: dividend
yield of zero, weighted average risk free interest rate of 4.6%, expected
volatility of 114% over the contractual term of the option.
10. ACCOUNTING FOR STOCK-BASED COMPENSATION:
The Company follows the disclosure requirements of SFAS No. 123, "Accounting for
Stock-Based Compensation". Had compensation cost been calculated based on the
fair value at the grant date for awards in fiscal 2001, 2000 and 1999 consistent
with the provisions of SFAS 123, the Company's net loss per share would have
been changed to the following pro forma amounts:
2001 2000 1999
------------- ------------ ------------
Net loss As reported $ (508,768) $(1,820,111) $(2,780,858)
Pro forma $ (1,045,759) $(2,082,463) $(3,160,219)
Basic EPS As reported $ (.05) $ (.25) $ (.44)
Pro forma $ (.10) $ (.28) $ (.50)
Diluted EPS As reported $ (.05) $ (.25) $ (.44)
Pro forma $ (.10) $ (.28) $ (.50)
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in fiscal 2001, 2000 and 1999; no dividend yield;
expected volatility of approximately 70%-116%; risk-free interest rates of
approximately 4.4%-6.8%; and an expected life of five years. The pro forma
effect on net loss for fiscal 2001, 2000 and 1999 is not representative of the
pro forma effect on net loss in future years because it does not take into
consideration pro forma compensation expense related to grants made prior to
fiscal 1996.
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11. COMMITMENTS AND CONTINGENCIES:
The Company leases its principal facility, an automobile and furniture and
fixtures under noncancelable operating leases. The remaining terms of these
leases range from six months to five years. Rent expense under these leases was
$219,097, $118,373 and $112,285 in fiscal 2001, 2000 and 1999, respectively.
Future minimum lease payments under operating leases at June 30, 2001 are
$207,697 in fiscal 2002, $173,454 in 2003, $167,619 in 2004, $168,702 in 2005
and $44,145 in fiscal 2006.
12. EMPLOYEE BENEFIT PLAN:
The Company sponsors a profit sharing/401(k) plan (the "Plan") for all of its
employees who meet certain age and years of employment requirements.
Participants may make voluntary contributions to the Plan and the Company makes
a matching contribution of 50% of the first 6% of such contributions up to a
maximum of $1,000 per participant per year. The Company's contributions were
$43,392, $14,187 and $19,458 in fiscal 2001, 2000 and 1999, respectively.
13. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
The following table set forth certain unaudited financial data for each of the
quarters within the fiscal years ended June 30, 2001 and 2000. This information
has been derived from the Company's Consolidated Financial Statements, and in
management's opinion, reflects all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the information for
the quarters presented. The operating results for any quarter are not
necessarily indicative of results for any future periods.
(Unaudited)
(In Thousands Except Per Share Data)
Fiscal 2001 Quarter Ended Sept. 30, 2000 Dec. 31, 2000 Mar. 30, 2001 Jun. 30, 2001
--------------------------------------------------------------------------------------------------------
Revenues $ 4,033 $ 3,390 $ 4,911 $ 5,321
---------------------------------------------------------------------
Gross profit 1,172 1,000 1,681 2,109
Operating income (loss) (388) (486) 108 298
---------------------------------------------------------------------
Net income (loss) (188) (277) (496) 452
=====================================================================
Basic and diluted net income
(loss) per share $ (0.02) $ (0.03) $ (0.05) $ (0.04)
---------------------------------------------------------------------
Shares used in computing
basic and diluted net income
(loss) per share 10,275,163 10,275,652 10,176,060 10,177,806
=====================================================================
Fiscal 2000 Quarter Ended Sept. 30, 1999 Dec. 31, 1999 Mar. 30, 2000 Jun. 30, 2000
--------------------------------------------------------------------------------------------------------
Revenues $ 2,640 $ 2,680 $ 4,911 $ 3,204
---------------------------------------------------------------------
Gross profit 611 528 1,681 791
Operating income (loss) (370) (735) (604) (403)
---------------------------------------------------------------------
Net income (loss) (348) (710) (563) (155)
Basic and diluted net income
(loss) per share $ (0.06) $ (0.11) $ (0.08) $ (0.02)
---------------------------------------------------------------------
Shares used in computing
basic and diluted net income
(loss) per share 6,285,782 6,292,615 6,872,634 10,086,983
=====================================================================
F-16