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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-10902
INTERFACE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1857379
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
5855 INTERFACE DRIVE, ANN ARBOR, MICHIGAN 48103
(Address of principal executive offices)
(734) 769-5900
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, no par value, 4,488,898 shares as of June 30, 1999.
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INTERFACE SYSTEMS, INC.
FORM 10-Q
INDEX
Page No.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets at June 30, 1999
and September 30, 1998 3
Consolidated Statements of Operations for the Quarter
and Nine Month Periods Ended June 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the
Nine Months Ended June 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative
Disclosures about Market Risk 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERFACE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, September 30,
1999 1998
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(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,617,762 $ 301,206
Accounts receivable, net 3,456,500 4,162,320
Refundable income taxes -- 1,507,634
Inventories 1,149,575 2,218,887
Prepaid expenses and other 258,532 243,957
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Total current assets 6,482,369 8,434,004
Property and equipment, net 3,245,777 3,443,349
Goodwill, net 835,577 974,888
Software development costs, net 20,433 90,549
Other assets 60,196 234,280
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$ 10,644,352 $ 13,177,070
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,146,053 $ 1,392,146
Accrued expenses 1,076,561 1,666,940
Deferred Revenue 277,580 684,406
Notes payable -- 1,350,000
Current portion of long-term debt 50,200 50,200
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Total current liabilities 2,550,394 5,143,692
Long-term debt 83,133 120,633
Stockholders' equity:
Common stock, no par value,
12,500,000 shares authorized; 4,488,898 and 4,452,349
shares issued and outstanding at June 30, 1999
and September 30, 1998, respectively 11,141,755 11,059,810
Cumulative translation adjustment 39,205 (59,824)
Accumulated Deficit (3,170,135) (3,087,241)
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Total stockholders' equity 8,010,825 7,912,745
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$ 10,644,352 $ 13,177,070
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The accompanying notes are an integral part of these consolidated financial
statements.
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INTERFACE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter ended Nine months ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
(unaudited) (unaudited)
Net revenues $ 5,201,865 $ 4,826,340 $ 15,275,093 $ 15,515,872
Cost of revenues 1,996,230 2,020,051 6,164,043 6,748,172
------------- ------------- ------------- -------------
Gross profit 3,205,635 2,806,289 9,111,050 8,767,700
Expenses:
Product development 931,926 952,704 2,832,292 2,800,916
Selling, general and administrative 2,006,338 1,927,006 6,376,777 5,994,773
------------- ------------- ------------- -------------
Operating income (loss) from
continuing operations 267,371 (73,421) (98,019) (27,989)
Interest expense (3,091) (7,397) (20,203) (28,769)
Other income 9,384 13,960 80,239 40,839
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Income (loss) from continuing
operations before income taxes 273,664 (66,858) (37,893) (15,919)
Income tax provision (benefit) 44,911 -- 44,911 (122,000)
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Income (loss) from continuing operations 228,753 (66,858) (82,894) 106,081
Loss from discontinued operations -- -- -- (748,243)
Loss on disposal of discontinued operations -- -- -- (1,791,000)
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Net income (loss) $ 228,753 $ (66,858) $ (82,894) $ (2,433,162)
============= ============= ============= =============
Basic and diluted income (loss) per share:
Income (loss) from continuing operations $ 0.05 $ (0.02) $ (0.02) $ 0.02
Loss from discontinued operations -- -- -- (0.57)
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Net income (loss) per share $ 0.05 $ (0.02) $ (0.02) $ (0.55)
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Weighted average shares outstanding 4,476,050 4,434,083 4,472,211 4,427,944
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The accompanying notes are an integral part of these consolidated financial
statements.
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INTERFACE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30,
1999 1998
---- ----
(unaudited)
Cash flows from operating activities:
Net loss $ (82,894) $ (2,433,162)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 773,964 1,385,001
Loss on sale of discontinued operations -- 1,014,288
Deferred income taxes -- 118,279
Change in operating assets and liabilities:
Accounts receivable 705,820 10,400
Refundable income taxes 1,507,634 (325,452)
Inventories 1,069,312 1,033,482
Prepaid expenses and other (14,575) 560,561
Other assets 172,086 70,808
Accounts payable (246,093) (1,171,204)
Accrued expenses (590,379) 102,811
Deferred revenue (406,826) (121,476)
Discontinued operations - depreciation
and working capital changes -- 2,188,307
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Net cash provided by operating activities 2,888,049 2,432,643
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Cash flows from investing activities:
Proceeds from sale of discontinued operations -- 2,920,500
Additions to property and equipment (364,967) (125,285)
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Net cash provided by (used in) investing activities (364,967) 2,795,215
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Cash flows from financing activities:
Change in notes payable (1,350,000) (6,020,111)
Proceeds from issuance of common stock 81,945 69,868
Reduction of long-term debt (37,500) (37,500)
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Net cash used in financing activities (1,305,555) (5,987,743)
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Effect of exchange rate changes on cash 99,029 54,005
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Net increase in cash and cash equivalents 1,316,556 (705,880)
Cash and cash equivalents, beginning of period 301,206 830,086
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Cash and cash equivalents, end of period $ 1,617,762 $ 124,206
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The accompanying notes are an integral part of these consolidated financial
statements.
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INTERFACE SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The interim consolidated financial statements of Interface Systems, Inc. have
been prepared by the Company without audit pursuant to the rules and regulations
of the Securities and Exchange Commission. 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 such rules and regulations. The information included in this report
should be read in conjunction with the financial statements for the year ended
September 30, 1998 and notes thereto included in the Company's Annual Report on
Form 10-K.
In the opinion of management, the accompanying interim consolidated financial
statements reflect all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the Company's financial
position, results of operations and cash flows for the periods presented. The
results for the quarter ended June 30, 1999 are not necessarily indicative of
the results to be expected for any future period or for the entire year.
Certain prior year amounts have been reclassified to conform to the 1999
financial statement presentation. As more thoroughly discussed in Note 2,
Interface Systems International, Ltd. ("ISIL") is presented as a discontinued
operation for all periods presented.
2. SALE OF INTERFACE SYSTEMS INTERNATIONAL LTD. DISTRIBUTION BUSINESS;
DISCONTINUED OPERATIONS
In May 1998, the Company sold substantially all assets and certain liabilities
of its ISIL distribution business to Fayrewood plc for approximately $3.1
million cash. The sale resulted in a loss of $2,140,262. The sale did not
include the assumption by Fayrewood of all of ISIL's liabilities, and therefore,
no assurances can be given that claims will not be made against the Company in
the future arising out of ISIL's former operations. In management's opinion,
such claims would not have a material adverse effect on the Company's financial
condition and results of operations. Accordingly, the operating results of ISIL
have been segregated from continuing operations and reported as a separate line
item on the Company's consolidated statement of operations.
3. LINE OF CREDIT AND NOTES PAYABLE
The Company has a $3.5 million bank credit facility that matures on February 28,
2000. As of June 30, 1999, there were no borrowings outstanding under this
facility. Advances bear interest at the bank's prime rate (8.25% at June 30,
1999) plus 1%, are payable on demand and are collateralized by substantially all
of the Company's assets. The amount available for borrowing at any time is based
on borrowing base formulas relating to levels of accounts receivable,
inventories and other bank covenants. Under such formulas, approximately $1.7
million was available to the Company as of June 30, 1999.
Under the terms of the credit agreement, the Company is required to maintain
certain minimum working capital, net worth and profitability levels and other
specific financial ratios. In addition, the credit agreement prohibits the
payment of cash dividends and contains certain restrictions on the Company's
ability to borrow money or purchase assets or interests in other entities
without the prior written consent of the bank. As of June 30, 1999, the Company
was in compliance with the bank covenants.
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4. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 131, "Disclosures About Segments of an
Enterprise and Related Information", and No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company is required to adopt SFAS No.
131 for its fiscal year ending September 30, 1999 and SFAS No. 133 for fiscal
2000. These adoptions are not expected to affect results of operations or
financial position but may require either additional disclosure or modification
of previous disclosures.
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income" for the
quarter ended December 31, 1998. SFAS No. 130 requires disclosure of
comprehensive income and its components, however it has no impact on the
Company's net income or stockholders' equity. Comprehensive income is the total
of net income and all other non-owner changes in equity. The components of
comprehensive income, net of tax, are as follows:
Quarters ended June 30, Nine months ended June 30,
----------------------- --------------------------
1999 1998 1999 1998
---- ---- ---- ----
Net income (loss) $ 228,753 $ (66,858) $ (82,894) $ (2,433,162)
Change in foreign currency translation 49,397 90,904 99,029 54,005
------------- --------------- ------------ --------------
Comprehensive income (loss) $ 278,150 $ 24,046 $ 16,135 $ (2,379,157)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
In May 1998, the Company sold substantially all assets and certain liabilities
of its ISIL distribution business to Fayrewood plc for approximately $3.1
million cash. Accordingly, the operating results of ISIL and the loss on sale of
$2.1 million have been segregated from continuing operations and reported as
separate line items on the Company's consolidated statement of operations. Net
revenues of the ISIL distribution business totaled $38.8 million, $62.8 million,
and $56.3 million for fiscal 1998, 1997 and 1996, respectively.
RESULTS OF OPERATIONS
Net Revenues. Revenues for the third quarter ended June 30, 1999 were $5.2
million, an increase of 7.8% over revenues of $4.8 million for the third quarter
of fiscal 1998. The increase for the quarter was primarily due to increased
sales of Document Server software, of the Company's new Internet Application
software products, MyCopy(TM) and e-Bill Manager(TM) and of Cleo e-Commerce
products; partially offset by decreased sales of printer hardware products,
which are being de-emphasized. Revenues for the first nine months of fiscal 1999
were $15.3 million, a decrease of 1.6% over revenues of $15.5 million for the
same period of fiscal 1998. The decrease for the nine month period was primarily
due to decreased sales of printer hardware and Enterprise Network products,
partially offset by increased sales of Document Server and Internet Application
software and Cleo e-Commerce products.
Cost of Revenues. Cost of revenues were $2.0 million and $2.0 million, or 38.4%
and 41.9% of net revenues for the quarters ended June 30, 1999 and 1998,
respectively; and $6.2 million and $6.7 million, or 40.4% and 43.5% of net
revenues for the nine months ended June 30, 1999 and 1998, respectively. For the
quarter and nine month periods, cost of revenues decreased as a percentage of
net revenues due primarily to a decrease in non-recurring charges for
capitalized software development costs and to an increase in sales of higher
margin software products
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as a percentage of total revenues. Cost of revenues included amortization of
capitalized software development costs of $23,000 and $46,000 for the quarters
ended June 30, 1999 and 1998, respectively; and $68,000 and $754,000 for the
nine months ended June 30, 1999 and 1998, respectively.
Product Development Costs. Product development costs were $932,000 and $953,000,
or 17.9% and 19.7% of net revenues for the quarters ended June 30, 1999 and
1998, respectively; and $2.8 million and $2.8 million, or 18.5% and 18.1% of net
revenues for the nine months ended June 30, 1999 and 1998, respectively. In
future periods, product development expense is expected to increase in absolute
dollars and as a percentage of net revenues due to efforts to enhance existing
products and to develop new products, including the Company's new Internet
Application products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $2.0 million and $1.9 million, or 38.6% and 39.9%
of net revenues for the quarters ended June 30, 1999 and 1998, respectively; and
were $6.4 million and $6.0 million, or 41.7% and 38.6% of net revenues for the
nine months ended June 30, 1999 and 1998, respectively. The absolute dollar
increase for both periods was primarily due to an increase in sales and
marketing expenses for additional staffing and marketing programs to promote
sales of Document Server software and the Company's new Internet products,
e-Statement Direct and e-Bill Manager(TM).
Income Taxes. The company has net operating loss carry forwards of approximately
$8.6 million available to offset future taxable income through fiscal year 2013.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company's primary sources of liquidity included cash and
cash equivalents of $1.6 million and a short-term credit facility with a bank
providing for $3.5 million of borrowings, of which approximately $1.7 million
was available.
The Company met its liquidity needs during the first nine months of fiscal 1999
primarily through cash generated from operating activities of $2.9 million. Cash
provided by operating activities was primarily the result of refunded income
taxes of $1.5 million, non-cash depreciation and amortization expense of
$774,000, lower accounts receivable of $705,000 and lower inventories of
$1,069,000 offset in part by a decrease in accounts payable of $246,000 and
accrued expenses of $590,000.
Cash used in financing activities was $1.3 million in the first nine months of
fiscal 1999 primarily due to repayment of borrowings under the Company's bank
credit facility as a result of improved operating cash flow.
The Company has a $3.5 million bank credit facility that expires on February 28,
2000. As of June 30, 1999, there were no borrowings outstanding under this
facility. Advances bear interest at the bank's prime rate (8.25% at June 30,
1999) plus 1%, are payable on demand and are collateralized by substantially all
of the Company's assets. The amount available for borrowing at any time is based
on borrowing base formulas relating to levels of accounts receivable,
inventories and other bank covenants. Under such formulas, approximately $1.7
million was available to the Company as of June 30, 1999.
Under the terms of the credit agreement, the Company is required to maintain
certain minimum working capital, net worth and profitability levels and other
specific financial ratios. In addition, the credit agreement prohibits the
payment of cash dividends and contains certain restrictions on the Company's
ability to borrow money or purchase assets or interests in other entities
without the prior written consent of the bank. As of June 30, 1999, the Company
was in compliance with the bank covenants.
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The Company believes that its existing cash balances, available credit facility
and future operating cash flows will be sufficient for near term operating
needs. The foregoing statement is a "forward looking statement" within the
meaning of the Securities Exchange Act of 1934. The extent to which such sources
will be sufficient to meet the Company's anticipated cash requirements is
subject to a number of uncertainties including the ability of the Company's
operations to generate sufficient cash to support operations, and other
uncertainties described in "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Uncertainties Relating to Forward-Looking
Statements."
YEAR 2000
The "year 2000" problem is pervasive and complex, with the potential to cause
systems failures and business process interruption resulting from the use of
2-digit date formats as the year changes from 1999 to 2000. The Company has been
addressing the risks associated with its information technology ("IT") and
non-information technology ("non-IT") systems as the year 2000 approaches. In
addition to the Company's own systems, the Company relies, directly and
indirectly, on external systems of its customers, suppliers, financial
organizations, utilities providers and government entities (collectively, "Third
Parties"). Consequently, the Company could be affected by disruptions in the
operations of Third Parties with which the Company interacts. Furthermore, the
purchasing frequency and volume of customers or potential customers may be
affected by Year 2000 correction efforts as companies expend significant efforts
to make their systems Year 2000 compliant.
The Company is using both internal and external resources to (a) assess the
Company's state of readiness (including the readiness of Third Parties with
which the Company interacts) with respect to the year 2000 problem; (b) estimate
the cost to correct and/or replace non-compliant internal IT and non-IT systems;
(c) assess the known risks and consequences related to failure to correct any
Year 2000 problems identified; and (d) develop a contingency plan, if advisable,
to address the Company's Year 2000 exposure. The Company's Board of Directors
has established a committee to review the Company's efforts to address its Year
2000 issues and report back to the Board at each Board meeting.
The Company has tested all current versions of its products to determine whether
such products are Year 2000 compliant. The Company believes that all of its
current products are Year 2000 compliant. Earlier versions of the Company's
products can be classified as either (a) known to be Year 2000 compliant, (b)
known to not be Year 2000 compliant, or (c) not tested for Year 2000 compliance.
The Company has no plans to make earlier versions of its products Year 2000
compliant and, in cases where the end user of a non-compliant product is known,
has made attempts to contact the customer. In cases where the product has been
sold through a reseller, the end user is not known and therefore, cannot be
contacted.
If any of the Company's customers are unable to make their IT systems Year 2000
compliant in a timely fashion, they may suspend further product purchases from
the Company until their systems are Year 2000 compliant. Because most of the
Company's customers are Fortune 500 companies and banking and finance
institutions, the Company expects most of its customers will become Year 2000
compliant in a timely fashion, although the Company is not in a position to
monitor their progress.
All of the Company's critical vendors have been queried as to their Year 2000
preparedness. For the few that have not responded satisfactorily, alternative
sources have been identified.
The Company has completed the assessment of its principal internal IT software
systems and its personal computer and network hardware and software for Year
2000 compliance. The Company has replaced its accounting software and is in the
process of replacing IGK's customer order tracking system with a third party
product. The Company believes that this system will be replaced by September
1999 and that, except for this
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system, its principal internal IT software systems and its personal computer and
network hardware and software are Year 2000 compliant.
The Company has incurred costs of approximately $150,000 to date and presently
expects to incur an additional $35,000 in the future to address Year 2000
compliance issues. Such costs consist primarily of the cost of replacing
non-compliant internal IT system software and upgrading or replacing
non-compliant personal computer and network hardware and software, but do not
include internal staff costs, which the Company has not separately tracked. The
Company would have incurred many of the costs for these efforts in any event
because of the normal process of internal IT system upgrades. These cost
estimates are subject to a number of uncertainties, which could result in actual
costs exceeding the estimated amounts including, but not limited to, undetected
errors or defects discovered in the remediation process or unanticipated
difficulties in completing the remediation in a timely fashion.
While the Company believes that its efforts to address Year 2000 issues for
which it is responsible should be successful, a description of its most
reasonably likely worse case Year 2000 scenarios have been described above. In
addition, it is possible that there will be undetected errors or defects
associated with Year 2000 in the Company's current products and internal systems
or those of its principal vendors. If any of the foregoing scenarios should
occur, it is possible that the Company could be involved in litigation. In
addition, although the Company does not believe that it has any obligation to
make prior versions of its products Year 2000 compliant, it is possible that its
customers may take a contrary position and initiate litigation. Because of the
relative lack of litigation concerning the Year 2000 issue, it is uncertain how
such issues may affect the Company. In the event of litigation or one or more of
the worst case Year 2000 scenarios described above, the Company's financial
condition and results of operation could be materially adversely affected.
UNCERTAINTIES RELATING TO FORWARD-LOOKING STATEMENTS
"Management's Discussion and Analysis of Results of Operations" contain
"forward-looking statements" within the meaning of the Securities Exchange Act
of 1934, as amended, based on current management expectations. Actual results
could differ materially from those in the forward-looking statements due to a
number of uncertainties, including, but not limited to, those discussed in this
section. Factors that could cause future results to differ from these
expectations include general economic conditions particularly related to demand
for the Company's products and services; changes in Company strategy; product
life cycles; competitive factors (including the introduction or enhancement of
competitive products); pricing pressures; the Company's success in and expense
associated with developing, introducing and shipping new products; software
defects and latent technological deficiencies in new products; changes in
operating expenses; inability to attract or retain consulting, sales and/or
engineering talent; changes in customer requirements; evolving industry
standards; and the impact of undetected errors or defects associated with the
Year 2000 date function on the Company's current products and internal systems.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the quarter for which this
report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERFACE SYSTEMS, INC.
Date: August 16, 1999 /S/ John R. Ternes
------------------------------------------
John R. Ternes
Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No. Description
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27 Financial Data Schedule