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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2000.
OR
[_] 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: 0-26170
Eagle Point Software Corporation
(Exact name of registrant as specified in its charter)
Delaware 42-1204819
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4131 Westmark Drive, Dubuque, IA 52002-2627
(address of principal executive offices)
(319) 556-8392
(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. Yes x No ___
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest applicable date.
Common Stock, par value $.01 per share, outstanding as of February 12, 2001:
4,619,209 shares.
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Eagle Point Software Corporation
Form 10-Q
For the quarter ended December 31, 2000
Index
PART I. Financial Information
-----------------------------
Page
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Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets -
December 31, 2000 and June 30, 2000 3
Consolidated Statements of Operations -
for the three and six month periods, ended December 31, 2000 and 1999 5
Consolidated Statements of Cash Flows -
for the six months ended December 31, 2000 and 1999 6
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3 Quantitative and Qualitative Disclosures about Market Risk 12
PART II. Other Information
--------------------------
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
EAGLE POINT SOFTWARE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
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December 31, June 30,
------------------------------
2000 2000
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,789,085 $ 3,161,045
Short-term investments 10,999,041 8,995,468
Accounts receivable (net of allowances of $190,231 and $270,429, respectively) 2,227,004 2,577,368
Interest receivable 274,451 93,859
Deferred income taxes 176,626 176,626
Inventories 1,652,042 1,199,873
Income taxes receivable 448,877 180,114
Prepaid expenses and other assets 309,015 120,956
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Total current assets $17,876,141 $16,505,309
INVESTMENTS 1,996,950
PROPERTY & EQUIPMENT, NET 5,866,811 6,256,045
SOFTWARE DEVELOPMENT COSTS (net of accumulated amortization of
$547,502 and $392,030, respectively) 779,332 1,022,323
NON-COMPETE AGREEMENTS (net of accumulated amortization of $395,525
and $366,904, respectively) 29,540 58,161
GOODWILL (net of accumulated amortization of $120,130 and $63,677, respectively) 728,967 768,730
DEFERRED INCOME TAXES 612,543 612,543
----------- -----------
TOTAL ASSETS $25,893,334 $27,220,061
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 56,485 $ 35,771
Accounts payable 268,277 468,219
Accrued expenses 1,895,887 1,173,920
Deferred revenues 2,604,802 2,808,802
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Total current liabilities 4,825,451 4,486,712
LONG-TERM DEBT 28,571
DEFERRED REVENUES 179,341 195,181
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Total liabilities 5,004,792 4,710,464
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
EAGLE POINT SOFTWARE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
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December 31, June 30,
---------------------------------
2000 2000
(Unaudited)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued at
December 31, 2000 and June 30, 2000
Common stock, $.01 par value; 20,000,000 shares authorized, 4,941,730
shares issued and outstanding at December 31, 2000 and June 30, 2000 49,417 49,417
Additional paid-in capital 17,624,290 17,624,290
Retained earnings 4,596,028 5,312,961
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22,269,735 22,509,597
Treasury stock, at cost; 322,521 shares at December 31, 2000
and 95,224 shares at June 30, 2000 (1,381,193) (477,071)
------------ ------------
Total stockholders' equity 20,888,542 22,032,526
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,893,334 $ 27,220,061
============ ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
EAGLE POINT SOFTWARE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
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Three Months Ended Six Months Ended
December 31, December 31,
------------------------------ ------------------------------
2000 1999 2000 1999
Net revenues
Product sales $ 2,755,215 $ 3,108,660 $ 5,334,398 $ 5,310,720
Training and support 1,465,668 1,251,185 2,787,705 2,520,250
----------- ----------- ----------- -----------
Total net revenues 4,220,883 4,359,845 8,122,103 7,830,970
----------- ----------- ----------- -----------
Cost of revenues
Product sales 1,141,390 936,691 2,280,940 1,535,310
Training and support 104,979 89,321 203,753 199,420
----------- ----------- ----------- -----------
Total cost of revenues 1,246,369 1,026,012 2,484,693 1,734,730
----------- ----------- ----------- -----------
Gross profit 2,974,514 3,333,833 5,637,410 6,096,240
----------- ----------- ----------- -----------
Operating expenses:
Selling and marketing 1,458,121 1,569,890 2,762,256 2,773,507
Research and development 897,878 717,058 1,829,912 1,483,231
General and administrative 724,736 721,718 1,478,664 1,354,545
Acquisition related charges 261,136 261,136
Officer severance 1,117,000 1,117,000
----------- ----------- ----------- -----------
Total operating expenses 4,197,735 3,269,803 7,187,832 5,872,419
----------- ----------- ----------- -----------
Operating income (loss) from continuing operations (1,223,221) 64,030 (1,550,422) 223,821
Other income (expense):
Interest income, net of expense 210,262 193,620 425,597 396,315
Other income (expense) 20,674 21,971 41,980 43,799
----------- ----------- ----------- -----------
Income (loss) from continuing operations
before income taxes (992,285) 279,620 (1,082,845) 663,935
Income tax expense (benefit) (339,597) 85,175 (367,515) 222,161
----------- ----------- ----------- -----------
Net income (loss) $ (652,688) $ 194,445 $ (715,330) $ 441,774
=========== =========== =========== ===========
Weighted average common shares outstanding 4,750,682 4,846,476 4,803,413 4,846,476
=========== =========== =========== ===========
Basic income (loss) per share $ (0.14) $ 0.04 $ (0.15) $ 0.09
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding 4,765,228 4,947,116 4,831,213 4,944,067
=========== =========== =========== ===========
Diluted income (loss) per share $ (0.14) $ 0.04 $ (0.15) $ 0.09
=========== =========== =========== ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
EAGLE POINT SOFTWARE CORPORATION AND SUBSIDIARY
STATEMENTS OF CASH FLOWS (Unaudited)
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Six Months Ended
December 31,
----------------------------------
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (715,337) $ 441,774
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 599,092 640,654
Amortization of software development costs 255,471 145,543
Charge for purchased research and development 78,600
Changes in assets and liabilities:
Accounts receivable 350,364 (1,056,760)
Interest receivable (180,592) 11,646
Income taxes receivable (268,763) (55,927)
Inventories (452,169) (127,383)
Prepaid expenses (188,059) (109,525)
Accounts payable (199,942) 16,849
Deferred revenues (219,840) 263,133
Accrued expenses 721,967 584,323
Other (3,168)
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Net cash provided by (used in) operating activities (270,976) 832,927
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (159,309) (508,889)
Capitalized software development costs (24,645) (167,873)
Payments to acquire companies (2,089,812)
Purchases of investments (2,012,575)
Proceeds from maturities of investments 6,036,825
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Net cash provided by (used in) investing activities (183,954) 1,257,676
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (7,857) (63,692)
Purchases of treasury stock (956,192)
Proceeds from issuance of treasury stock 47,019 72,371
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Net cash provided by (used in) financing activities (917,030) 8,679
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NET CHANGE IN CASH AND CASH EQUIVALENTS (1,371,960) 2,099,282
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 3,161,045 5,481,640
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CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,789,085 $ 7,580,922
=========== ===========
6
EAGLE POINT SOFTWARE CORPORATION AND SUBSIDIARY
STATEMENT OF CASH FLOWS (Unaudited)
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Six Months Ended
December 31,
-------------------------------------
2000 1999
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid (refunded) for:
Interest $ 88 $ 146
========== ==========
Income taxes $ (103,308) $ 320,897
========== ==========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Payments to acquire companies:
Inventories $ 280,012
Property and equipment 49,369
Purchased research and development 78,600
Developed product technology 972,000
Goodwill 709,831
----------
$2,089,812
==========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000
1. Interim Financial Statements
The accompanying consolidated financial statements of Eagle Point Software
Corporation and its subsidiary (collectively the "Company" or "Eagle Point") are
unaudited. In the opinion of the Company's management, the financial statements
include all adjustments, consisting only of normal recurring adjustments,
necessary to state fairly the financial position of the Company as of December
31, 2000 and June 30, 2000, and the results of operations and cash flows for the
three month and six month periods ended December 31, 2000 and 1999.
Certain notes and other information have been condensed or omitted from the
interim financial statements presented in this quarterly report on Form 10-Q.
Accordingly, these financial statements should be read in conjunction with the
Company's annual report on Form 10-K for the year ended June 30, 2000.
2. Deferred Revenues and Revenue Recognition
The Company derives substantially all of its product revenues from the license
of its software products. Revenue is recognized upon shipment of the product,
provided that no product upgrade obligations remain outstanding and collection
of the resulting receivable is deemed probable. Dependent upon the timing of
future product upgrade releases and market conditions, the Company may extend
promotions where product upgrade obligations are associated with the shipment of
software products. Based upon the terms of the promotions extended, a portion or
all of the product revenues may be deferred until the promotional product
upgrade is released and subsequently shipped. The Company also derives product
revenues from the sale of equipment used in the automated data collection
surveying markets.
The Company recognizes its product support revenues from maintenance and support
contracts ratably over the period of the arrangements. These contracts generally
have terms of one year or less. The Company recognizes its service revenues from
training arrangements in the period in which the training occurs.
3. Business Combination
On December 1, 1999, the Company purchased substantially all of the assets of
Surveyors Module International, LLC, ("SMI") a Tennessee limited liability
company. The purchase price was approximately $2,000,000 in cash. Additionally,
the Company is obligated to make contingent cash payments during each of the two
years following the date of acquisition equal to (1) 70% of the gross profits
attributable to the acquired business, after making specific adjustments, for
adjusted annual gross profits between $1,650,000 and $2,500,000, plus (2) 85% of
the adjusted gross profits above $2,500,000. SMI, located in Church Hill,
Tennessee, is a software developer for the surveying hand-held data collection
marketplace.
8
The result of operations for SMI are included in the Company's consolidated
operating results from December 1, 1999. Pro forma results of operations for the
six month period ended December 31, 2000 and 1999 as if the acquisition had
occurred at the beginning of each period are as follows:
Six Months Ended
December 31
Consolidated 2000 1999
------------
Total Revenues $ 8,122,103 $ 9,618,992
Net income (loss) $ (652,688) $ 680,274
Earnings per share:
Basic $ (0.14) $ 0.14
Diluted $ (0.14) $ 0.14
4. Officer Severance
Effective November, 2000 Rod Blum stepped down as the Company's President and
Chief Executive Officer. Effective October, 2000 the employment of John Biver, a
Vice President of the Company, terminated. Pursuant to the terms of Mr. Blum's
and Mr. Biver's employment agreements, they will receive combined total of
severance benefits of approximately $997,000, substantially all of which either
was paid or will be paid in the second and third quarters of fiscal 2001.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward Looking Information
This quarterly report on Form 10-Q contains forward looking statements,
including without limitation the results of any litigation brought against the
Company. These forward looking statements involve risks and uncertainties, which
could cause actual results to differ from those projected. These as well as
other risks and uncertainties are detailed from time to time in reports filed by
the Company with the Securities and Exchange Commission, including this report
on Form 10-Q for the quarter ended December 31, 2000 and the Company's report on
Form 10-K for the year ended June 30, 2000.
Results of Operations
Net revenues decreased $139,000 or 3.2% to $4.2 million for the three
months ended December 31, 2000 (the "2000 Quarter"), from $4.3 million for the
three months ended December 31, 1999 (the "1999 Quarter"). The Company
experienced a decrease in product revenues and an increase in revenues from
training and support. The decrease in product revenues is primarily attributable
to the fact that in the 1999 Quarter $292,000 of previously deferred software
revenues was recognized as the product upgrades, for which the revenue was
initially deferred, were shipped. Training and support revenues were favorably
affected by the release of new products and product upgrades in the previous and
current fiscal years, as well as an increased emphasis by the Company on support
and maintenance programs.
9
For the six months ended December 31, 2000 (the "2000 Period"), net
revenues increased $291,000 or 3.7% to $8.1 million from $7.8 million for six
months ended December 31, 1999 (the "1999 Period"). Product revenues remained
steady at $5.3 million for both the 2000 Period and the 1999 Period. Training
and support revenues increased $267,000 or 10.6% to $2.8 million for the 2000
Period as compared to $2.5 million for the 1999 Period as a result of factors
described above.
Gross profit decreased $359,000 or 10.8% to $3.0 million in the 2000
Quarter from $3.3 million in the 1999 Quarter. For the 2000 Period, gross profit
decreased $459,000 or 7.5% to $5.6 million from $6.1 million for the 1999
Period. Gross profit as a percentage of net revenues decreased to 70.5% in the
2000 Quarter from 76.5% in the 1999 Quarter, and also decreased to 69.4% for the
2000 Period from 77.8% for the 1999 Period. Gross profit as a percentage of
corresponding net revenues relating to product sales decreased to 58.6% in the
2000 Quarter from 69.9% in the 1999 Quarter, and decreased to 57.2% for the 2000
Period from 71.1% for the 1999 Period. These decreases are due to a shift in the
mix of product sales. Eagle Point proprietary products, which have higher gross
profit margins than resales of third party products, decreased to 73.6% of
product sales in the 2000 Quarter from 85.4% of product sales in the 1999
Quarter, and decreased to 74.0% of product sales for the 2000 Period, as
compared to 90.7% of product sales for the 1999 Period. This shift in the sales
mix toward increased resales of third party products is the result of the
Company's SMI acquisition as only one month of the SMI operation is included in
the results for both the 1999 Quarter and the 1999 Period. Gross profit as a
percentage of corresponding net revenues relating to training and support
revenues remained steady at 92.8% for the 2000 Quarter as compared to 92.9% for
the 1999 Quarter. For the 2000 Period gross profit as a percentage of
corresponding net revenues relating to training and support increased to 92.7%
from 92.1% for 1999 Period.
Selling and marketing expenses decreased $112,000 or 7.1% to $1.5 million
in the 2000 Quarter from $1.6 million in the 1999 Quarter, and remained steady
at $2.8 million for both the 2000 Period and the 1999 Period. As a percentage of
net revenues, selling and marketing expenses decreased to 34.5% in the 2000
Quarter from 36.0% in the 1999 Quarter, and decreased to 34.0% for the 2000
Period from 35.4% for the 1999 Period. These decreases are due primarily to
lower personnel costs.
Research and development expense increased $181,000 or 25.2% to $898,000 in
the 2000 Quarter from $717,000 in the 1999 Quarter. As a percentage of net
revenues, research and development expense increased to 21.3% in the 2000
Quarter from 16.4% in the 1999 Quarter. For the 2000 Period, these expenses
increased $347,000 or 23.4% to $1.8 million from $1.5 million for the 1999
Period. As a percentage of net revenues research and development expenses
increased to 22.5% for the 2000 Period as compared to 18.9% for the 1999 Period.
These increases are due to higher personnel costs, primarily attributable to
increased staff from the SMI acquisition, and the fact that approximately
$147,000 in the 1999 Quarter and $168,000 in the 1999 Period of research and
development costs was capitalized as compared to approximately $12,000 for both
the 2000 Quarter and the 2000 Period.
General and administrative expenses increased slightly by $3,000 or 0.4% to
$725,000 for the 2000 Quarter from $722,000 in the 1999 Quarter. As a percentage
of net revenues, general and administrative expenses increased to 17.2% for the
2000 Quarter from 16.6% for the 1999 Quarter. For the 2000 Period, general and
administrative expenses increased $124,000 or 9.2%
10
to $1.5 million from $1.4 million for the 1999 Period. As a percentage of net
revenue these expenses increased to 18.2% for the 2000 Period from 17.3% for the
1999 Period. These increases are attributable to higher personnel costs and
higher goodwill amortization associated with the SMI acquisition.
Operating income decreased $1.3 million to an operating loss of $1.2
million in the 2000 Quarter from operating income of $64,000 in the 1999
Quarter. Operating income as a percentage of net revenue decreased to -29.0% in
the 2000 Quarter from 1.5% in the 1999 Quarter. For the 2000 Period, operating
income decreased $1.8 million to an operating loss of $1.6 million as compared
to operating income of $223,000 for the 1999 Period. As a percentage of net
revenues, operating income also decreased to -19.1% for the 2000 Period from
2.9% for the 1999 Period.
In the 2000 Quarter the Company incurred severance and executive recruiting
charges of $1.1 million. These charges included an aggregate of $997,000 for
executive severance benefits relating to the terminated employment of Rod Blum,
the Company's President and Chief Executive Officer, in November 2000 and John
Biver, a Vice President of the Company, in October 2000 and an estimated
$120,000 for costs relating to the executive search for a new CEO. In the 1999
Quarter the company incurred $261,000 of acquisition charges which included a
$79,000 charge for purchased research and development in connection with the SMI
acquisition and $182,000 of other acquisition related charges. Excluding these
charges for the 2000 Quarter and the 1999 Quarter, operating income decreased
$431,000 or -132.7% to an operating loss of $106,000 in the 2000 Quarter,
compared to operating income of $325,000 in the 1999 Quarter, and as a
percentage of net revenues, decreased to -2.5% in the 2000 Quarter from 7.5% in
the 1999 Quarter as a result of the factors described above. Excluding these
charges for the 2000 Period and the 1999 Period, operating income decreased
$918,000 or -189.4% to an operating loss of $433,000 for the 2000 Period as
compared to operating income of $485,000 for the 1999 Period and as a percentage
of net revenues operating income decreased to -5.3% for the 2000 Period from
6.2% for the 1999 Period as a result of the factors described above.
Interest income increased $16,000 to $210,000 in the 2000 Quarter from
$194,000 in the 1999 Quarter and increase $29,000 to $426,000 in the 2000 Period
from $397,000 in the 1999 Period. Other income decreased slightly by $1,000 to
$21,000 for the 2000 Quarter from $22,000 for the 1999 Quarter and decreased
slightly by $2,000 to $42,000 for the 2000 Period from $44,000 for the 1999
Period. The increase in interest income was primarily attributable to improved
rates of returns on the Company's cash investments.
Liquidity and Capital Resources
The Company's financial position remains strong with working capital
of $13.1 million and no long-term debt. Cash and short-term investments
aggregated approximately $12.8 million at December 31, 2000. The Company also
has available a $2.0 million unsecured line of credit from it's principal bank.
At December 31, 2000 the Company had no borrowings outstanding under this line
of credit.
In July 2000, the Board of Directors authorized, subject to certain
business and market conditions, the purchase of up to 500,000 shares of the
Company's common stock in the open
11
market from time to time or in privately negotiated transactions. At December
31, 2000 the Company had repurchased 239,500 shares of its common stock at an
aggregate cost to the Company of $956,000, all of which is held on treasury
stock.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Inflation has not had a significant impact on the Company's operating
results to date, nor does the Company expect it to have a significant impact in
fiscal year 2001. The Company has experienced insignificant gains or losses on
foreign currency transactions since substantially all of its international sales
to date have been billed in U.S. dollars. As the Company continues to expand its
international operations, it may begin billing in foreign currencies, which
would increase the Company's exposure to gains and losses on foreign currency
transactions. The Company may choose to limit such exposure by the purchase of
forward foreign exchange contracts if deemed appropriate at that time. To date,
the Company has not entered into any interest rate, currency or other market
risk hedging instruments.
12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on December 16, 1999.
The following matters were voted upon at the Annual Meeting of Stockholders:
1. The stockholders elected as directors to serve until the 2002 Annual
Meeting of Stockholders:
John F. Biver (4,703,959 votes FOR; 26,291 votes WITHHELD)
James P. Hickey (4,706,459 votes FOR; 23,791 votes WITHHELD)
2. The stockholders approved the Eagle Point Software Corporation 1999
Stock Option Plan.
(3,464,180 votes FOR; 208,483 votes AGAINST; 20,584 votes ABSTAINED)
3. The stockholders approved amendments to the Eagle Point Software
Corporation 1995 Employee Stock Purchase Plan.
(3,462,886 votes FOR; 208,718 votes AGAINST; 21,643 votes ABSTAINED)
4. The stockholders ratified the appointment of Deloitte & Touche, LLP,
the Company's independent public accountants for the fiscal year
ending June 30, 2001.
(4,700,712 votes FOR; 13,700 votes AGAINST; 15,838 votes ABSTAINED)
Item 5. Other Information
None.
13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11 Statement Regarding Computation of Net Earnings Per Share
(b) Reports on Form 8-K:
None.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
EAGLE POINT SOFTWARE CORPORATION
--------------------------------
(Registrant)
Date: February 13, 2001 BY: /s/ Dennis J. George
- ------------------------ ---------------------------
Dennis J. George
Vice President, Chief Financial Officer,
Treasurer and Secretary
(As a duly authorized officer on behalf
of the Registrant and as Principal
Financial and Accounting Officer)
15
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
11 Statement re: computation of net earnings per share