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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-21142
NEMATRON CORPORATION
(Exact name of small business issuer as specified in its charter)
MICHIGAN 38-2483796
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5840 INTERFACE DRIVE, ANN ARBOR, MICHIGAN 48103
(Address of principal executive offices) (Zip Code)
(734) 214-2000
(Issuer's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed
by section 13 or 15(d) of the Securities Exchange Act during the past 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.
[ X ] YES [ ] No
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
No par value Common Stock: 12,605,430 OUTSTANDING AS OF MAY 5, 2000
Transitional Small Business Disclosure Format: [ ] YES [X] NO
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEMATRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
MARCH 31,
2000 DECEMBER 31,
(UNAUDITED) 1999
ASSETS
------
Current assets:
Cash and cash equivalents $ 1,076,502 $ 356,668
Accounts receivable, net of allowance for doubtful
accounts of $137,000 at March 31, 2000, and $122,000
at December 31, 1999 3,258,441 5,014,028
Inventories (Note 2) 1,749,719 1,671,648
Prepaid expenses and other current assets 161,370 163,895
---------- ----------
Total current assets 6,246,032 7,206,239
Property and equipment, net of accumulated depreciation
of $6,272,413 at March 31, 2000 and $6,129,373 at
December 31, 1999 2,326,541 2,397,472
Other assets:
Software and related development costs, net of amortization
of $2,091,643 at March 31, 2000, and $1,853,660 at
December 31, 1999 3,570,515 3,617,553
Other intangible assets, net of amortization of $2,334,050 at
March 31, 2000 and $2,282,167 at December 31, 1999 816,014 861,375
---------- ----------
Net other assets 4,386,529 4,478,928
---------- ----------
Total assets $ 12,959,102 $ 14,082,639
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 968,417 $ 1,757,381
Deferred revenue and other accrued expenses 1,923,596 2,281,176
Current maturities of long-term debt (Note 3) 232,545 232,811
---------- ----------
Total current liabilities 3,124,558 4,271,368
Long-term debt, less current maturities (Note 3) 2,658,335 2,706,668
Deferred tax liability 124,200 135,000
---------- ----------
Total liabilities 5,907,093 7,113,036
Stockholders' equity:
Common stock, no par value, 30,000,000 shares authorized;
12,605,430 shares issued and outstanding 28,727,838 28,727,838
Accumulated comprehensive income (loss) (4,784) 1,869
Accumulated deficit (21,671,045) (21,760,104)
---------- ----------
Total stockholders' equity 7,052,009 6,969,603
---------- ----------
Total liabilities and stockholders' equity $ 12,959,102 $ 14,082,639
========== ==========
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ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NEMATRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999
QUARTER ENDED MARCH 31,
-----------------------
2000 1999
(UNAUDITED) (UNAUDITED)
Net revenues $ 5,238,888 $ 5,806,326
Cost of revenues 3,621,234 3,936,225
---------- ----------
Gross profit 1,617,654 1,870,101
Operating expenses:
Product development costs 125,326 191,351
Selling, general and administrative expenses 1,713,342 1,224,522
---------- ----------
Total operating expenses 1,838,668 1,415,873
---------- ----------
Operating income (loss) (221,014) 454,228
Other income (expense):
Interest expense (75,612) (249,850)
Sundry income (expense), net 374,884 (2,388)
---------- ----------
Total other income (expense) 299,273 (252,238)
---------- ----------
Income before income tax benefit 78,259 201,990
Income tax benefit (Note 4) 10,800 10,800
---------- ----------
Net income $ 89,059 $ 212,790
========== ==========
Earnings per share (Note 5):
Basic $ 0.01 $ 0.04
========== ==========
Diluted $ 0.01 $ 0.02
========== ==========
Weighted average shares outstanding:
Basic 12,605,430 5,615,288
========== =========
Diluted 13,292,279 9,981,461
========== =========
NEMATRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999
QUARTER ENDED MARCH 31,
-----------------------
2000 1999
(UNAUDITED) (UNAUDITED)
Net income $ 89,059 $ 212,790
Other comprehensive income (loss) -foreign currency
translation adjustment (6,653) 2,882
---------- --------
Comprehensive income $ 82,406 $ 215,672
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ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NEMATRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999
QUARTER ENDED MARCH 31,
-----------------------
2000 1999
(UNAUDITED) (UNAUDITED)
Cash flows from operating activities:
Net income $ 89,059 $ 212,790
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization 452,136 533,064
Deferred income tax benefit (10,800) (10,800)
Loss on disposal of property 3,131 10,373
Changes in assets and liabilities that provided (used) cash:
Accounts receivable 1,755,587 (875,414)
Inventories (78,071) 210,222
Prepaid expenses and other current assets 2,525 (110,832)
Accounts payable (788,964) 425,205
Accrued expenses (357,580) (67,907)
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Net cash provided by operating activities 1,067,023 326,701
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Cash flows from investing activities:
Additions to capitalized software development costs (190,946) (101,253)
Additions to property and equipment (82,994) (30,991)
Proceeds from disposals of property and equipment 2,751 12,490
---------- ----------
Net cash used in investing activities (271,189) (119,754)
---------- ----------
Cash flows from financing activities:
Payments of long-term debt (61,811) (152,112)
Payments of deferred financing fees (7,536)
Proceeds from common stock subscriptions 1,500,000
Increase in note payable to bank 358,716
Payment of trade notes payable (468,211)
---------- ----------
Net cash provided by (used in) financing activities (69,347) 1,238,393
---------- ----------
Foreign currency translation effect (6,653) 2,882
---------- ----------
Net increase in cash and cash equivalents 719,834 1,448,222
Cash and cash equivalents at beginning of period 356,668 106,730
---------- ----------
Cash and cash equivalents at end of period $ 1,076,502 $ 1,554,952
========== ==========
Non-cash financing and investing activities:
Increase in property and debt resulting from capitalized
lease obligation $ 13,212
Increase in common stock from conversion of
convertible promissory notes $ 169,863
Decrease in long-term debt and property resulting from
adjustment of purchase price of equipment 55,534
Supplemental disclosures of cash flow information:
Cash paid for interest 86,720 229,735
Cash paid for income taxes -0- -0-
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ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NEMATRON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Nematron Corporation (the "Company") and its wholly-owned subsidiaries, Nematron
Limited, a United Kingdom corporation, Nematron Canada Inc., a Canadian
corporation, and NemaSoft, Inc. and Imagination Systems, Inc., both Michigan
corporations. All significant intercompany transactions and balances have been
eliminated in consolidation.
In the opinion of management, all adjustments (consisting solely of normal
recurring adjustments) considered necessary for a fair presentation of the
consolidated financial statements for the interim periods have been included.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the Securities and Exchange
Commission's rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It is
suggested that these condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report on Form 10-KSB.
The results of operations for the three-month periods ended March 31, 2000 and
1999 are not necessarily indicative of the results to be expected for the full
year.
NOTE 2 - INVENTORIES
Inventories consist of the following at March 31, 2000 and December 31, 1999:
MARCH 31, DECEMBER 31,
2000 1999
Purchased parts and accessories $ 1,189,654 $ 1,238,980
Work in process 162,873 24,008
Finished goods, demo units and service stock 397,192 408,660
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Total Inventory $ 1,749,719 $ 1,671,648
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NOTE 3 - SHORT-TERM AND LONG-TERM DEBT
The Company is party to a Loan and Security Agreement (the "Agreement") with a
bank. The Agreement provides for an $8.0 million line of credit and a $2.9
million term loan. The Agreement is for a three-year term and may be extended
for an additional one-year period at the option of the Company, unless the
lender gives prior notice of termination. The amount available under the line of
credit is limited by a borrowing formula that allows for advances up to a
maximum of the sum of 85% of eligible domestic and foreign accounts receivable,
less the amount of outstanding letters of credit, if any, issued by the Company.
Based upon such borrowing formula, approximately $1.8 million of the available
line is eligible for advance at March 31, 2000. No amounts have been borrowed
under the line of $8.0 million credit facility since the line became available
in November 1999. Any amounts borrowed will bear interest at the prime rate plus
1.0%. The line of credit and the term loan are collateralized by substantially
all assets of the Company and a mortgage on the Company's Ann Arbor facility.
The Agreement, under which the Company has the line of credit and the term loan,
contains several financial covenants, including specified levels of tangible net
worth, interest coverage and debt service coverage. The terms of the Agreement
also prohibit the payment
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of dividends, limit the amount of annual capital expenditures and include other
restrictive covenants. As of March 31, 2000, the Company is in compliance with
the Agreement's financial covenants.
Long-term debt includes the following debt instruments at March 31, 2000 and
December 31, 1999:
MARCH 31, DECEMBER 31,
2000 1999
Term note payable $ 2,851,667 $ 2,900,000
Capitalized lease obligations and other notes 39,213 39,479
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Total long-term debt 2,890,880 2,939,479
Less current maturities (232,545) (232,811)
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Long-term debt, less current maturities $ 2,658,335 $ 2,706,668
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NOTE 4 - TAXES ON INCOME
The current tax benefits computed for the three-month periods ended March 31,
2000 and 1999 reflect the tax benefit associated with the amortization of
non-deductible acquired intangible assets during the same periods.
The Company has net operating loss carryforwards ("NOLs") of approximately $18
million that may be applied against future taxable income. The NOLs expire in
varying amounts from 2004 and through 2019. Utilization of these NOLs is subject
to annual limitations under current Internal Revenue Service regulations. The
Company has established a valuation allowance for the estimated amount of the
total limitation on the utilization of the NOLs. Realization of net deferred tax
assets associated with the NOLs is dependent upon generating sufficient taxable
income prior to their expiration.
NOTE 5 - EARNINGS PER SHARE
Earnings per share ("EPS") is as follows:
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------
THREE MONTHS ENDED MARCH 31, 2000:
BASIC EPS:
Net income $ 89,059 12,605,430 $ 0.01
EFFECT OF DILUTIVE SECURITIES:
Options -0- 686,849 (0.00)
-------- --------- -----
DILUTED EPS:
Net income available to common
shareholders plus assumed conversion $ 89,059 13,292,279 $ 0.01
======== ========== =====
THREE MONTHS ENDED MARCH 31, 1999:
BASIC EPS:
Net income $ 212,790 5,615,288 $ 0.04
EFFECT OF DILUTIVE SECURITIES:
Options 16,128 4,366,173 (0.02)
-------- --------- -----
DILUTED EPS:
Net income available to common
shareholders plus assumed conversion $ 228,918 9,981,461 $ 0.02
======== ========= ====
For the three months ended March 31, 2000, 129,406 options and 197,678 warrants
were outstanding but were not included in the computation of diluted EPS because
the exercise prices of the excluded options and
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warrants were greater than the average market price of the common shares during
the period. The options expire on various dates between 2003 and 2009, and the
warrants expire in October 2002.
For the three months ended March 31, 1999, 598,806 options and 322,676 warrants
were outstanding but were not included in the computation of diluted EPS because
the exercise prices of the excluded options and warrants were greater than the
average market price of the common shares during the period. The options expire
on various dates between 2003 and 2009, and the warrants expire between February
2000 and October 2002.
NOTE 6 - SUBSEQUENT EVENT
On April 12, 2000, the Company announced that it had signed a letter of intent
to acquire A-OK Controls Engineering, Inc. ("A-OK Controls"), an automation
controls systems integration company located in Auburn Hills, Michigan. The
acquisition of A-OK Controls is subject to the completion of due diligence
procedures and approval of the Board of Directors of each company. The results
of operations of A-OK Controls for the periods ended March 31, 1999 and 2000 are
not included in the accompanying financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1999
Net revenues for the first quarter of 2000 decreased $567,000 (9.8%) to
$5,239,000 compared to $5,806,000 for the comparable period last year. The
decrease is attributable to a decrease in sales of bundled Industrial Control
Computers ("ICCs"), unbundled ICCs and software, partially offset by increased
revenues from services and system integration. Deliveries under the Company's
major supply program with an automotive company were less in the current period
compared to the same period last year because of the scheduling of units under
such multi-year supply program. Management expects that net revenues for the
last nine months of 2000 will also decrease compared to the year earlier period
because of the scheduled shipments under existing multi-year supply contracts.
Gross profit for the first quarter of 2000 decreased $252,000 (13.5%)
to $1,618,000 compared to $1,870,000 for the comparable period last year. Gross
profit as a percentage of sales in the first quarter of 2000 was 30.9% compared
to 32.2% in the comparable period last year. The decrease in the gross profit
percentage results from a higher percentage of sales of lower margin products in
the current period compared to the comparable period last year. Management
expects that gross profit margins will remain relatively constant throughout the
year as the mix of sales in the remaining quarters of 2000 is expected to be
similar to the sales mix experienced in the first quarter of the year based on
the current backlog and scheduled releases.
Product development expenses for the first quarter of 2000 decreased
$66,000 (34.5%) to $125,000 compared to $191,000 for the comparable period last
year. The decrease is attributable to a smaller development staff and a larger
percentage of projects subject to capitalization in the current period.
Management expects that product development expenses will increase slightly in
the remaining quarters of 2000 as staff and development efforts are planned to
increase above current levels in the remaining months of 2000.
Selling, general and administrative expenses for the first quarter of
2000 increased $489,000 (39.9%) to $1,713,000 compared to $1,225,000 for the
comparable period last year and increased as a percentage of net revenue to
32.7% in the first quarter of 1999 from 21.0% in the comparable period last
year. The increase results primarily from a resumption of the Company's
marketing efforts and an increase in its sales staff and sales initiatives
during the current quarter compared to the comparable period last year.
Management expects that selling, general and administrative expenses will
increase slightly in the remaining quarters of 2000 because of the continuation
of its expanded marketing and sales activities.
Interest expense for the first quarter of 2000 decreased $174,000
(69.7%) to $76,000 compared to $250,000 for the comparable period last year. The
decrease results primarily from lower average borrowing levels due to the
repayment of its line of credit and, to a lesser extent, interest rate
variances.
Sundry income for the first quarter of 1999 increased by $377,000
compared to sundry expense of $2,000 for the comparable period last year
primarily because of the sale of idle assets during the current quarter.
LIQUIDITY AND CAPITAL RESOURCES
Primary sources of liquidity are cash generated from operations and the
Company's $8 million line of credit. The Company's operations generated
$1,076,000 of cash in the first quarter of 2000, including the effect of changes
in working capital items. As of March 31, 2000, approximately $1,785,000 is
available under the Company's line of credit. Based upon the Company's existing
working capital of $3,120,000, forecasted revenue and expense levels and the
line of credit availability, management believes that it has sufficient
liquidity to satisfy its liabilities as they become due. On April 12, 2000, the
Company announced that it had signed a letter of intent to acquire A-OK Controls
Engineering, Inc. ("A-OK Controls"), an automation controls systems integration
company located in Auburn Hills, Michigan. The acquisition of A-OK Controls is
subject to the completion of due diligence procedures and approval of the Board
of Directors
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of each company. Management expects that a portion of the purchase price of A-OK
Controls will require cash, as will the extinguishments of certain of A-OK
Controls' long-term liabilities. The Company expects to borrow from its primary
bank lender at closing the cash required for the acquisition of A-OK Controls.
UNCERTAINTIES RELATING TO FORWARD LOOKING STATEMENTS
"Item 2 - Management's Discussion and Analysis" and other parts of this
Form 10-QSB contain certain "forward-looking statements" within the meaning of
the Securities Act of 1934, as amended, based on current management
expectations. Actual results could differ materially from the forward-looking
statements due to a number of uncertainties, including, but not limited to the
decline of economic conditions in general and conditions in the automotive
manufacturing industry in particular, a reduction in demand for the Company's
products and services, the inability of the Company to successfully implement
its strategy to lead the industrial automation market migration from closed
architecture PLCs to open architecture PC-based solutions, changes in Company
strategy, reductions in product life cycles, competitive factors (including the
introduction or enhancement of competitive products), pricing pressures which
result in materially reduced selling prices for the Company's products, raw
material price increases, delays in introduction of planned hardware and
software products, software defects and latent technological deficiencies in new
products, changes in operating expenses, fluctuations in foreign exchange rates,
the inability to attract or retain sales and/or engineering talent, changes in
customer requirements, evolving industry standards and the amount of cash
required at the closing date of the Company's acquisition candidate.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits included herewith are set forth on the Index to Exhibits,
which is incorporated herein by reference.
(b) The Company filed no reports on Form 8-K during the quarter ended March
31, 2000.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NEMATRON CORPORATION
BY:
MAY 5, 2000 /S/ MATTHEW S. GALVEZ
- --------------------------- ------------------------------------------------
DATE MATTHEW S. GALVEZ, PRESIDENT & CEO
(DULY AUTHORIZED OFFICER)
MAY 5, 2000 /S/ DAVID P. GIENAPP
- --------------------------- ------------------------------------------------
DATE DAVID P. GIENAPP, EXECUTIVE VICE PRESIDENT -
FINANCE & ADMINISTRATION
(CHIEF ACCOUNTING OFFICER)
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
27 Financial Data Schedule
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