UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended March 31, 2001 Commission file no. 0-11527 MPSI SYSTEMS INC. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 73-1064024 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4343 South 118th East Avenue, Tulsa Oklahoma 74146 - ------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code (918) 877-6774 ----------------------------- 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 ----- ----- Number of shares of common stock outstanding at March 31, 2001 - 2,911,783 -------------- 1 INDEX <Table> Page No. -------- Part I. FINANCIAL INFORMATION: Financial Statements: Consolidated Balance Sheets - March 31, 2001 and September 30, 2000........................ 3 Consolidated Statements of Operations - Three Months and Six Months Ended March 31, 2001 and 2000......................................................... 5 Consolidated Statement of Stockholders' Equity - Six Months Ended March 31, 2001.................................................................. 6 Consolidated Statements of Cash Flow - Six Months Ended March 31, 2001 and 2000.............................................. 7 Notes To Consolidated Financial Statements................................................. 8 Management's Discussion and Analysis of Financial Condition and Quarterly Results of Operations............................................................ 12 Part II. OTHER INFORMATION (Including Index to Exhibits)............................................. 15 SIGNATURES............................................................................................ 16 </Table> 2 MPSI SYSTEMS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <Table> <Caption> MARCH 31, SEPTEMBER 30, ASSETS 2001 2000 --------------- --------------- (UNAUDITED) Current assets: Cash and cash equivalents $ 389,000 $ 876,000 Short-term investments, at cost 3,000 3,000 Receivables: Trade, net 4,130,000 3,310,000 Current portion of long-term receivables, net of unamortized discount 1,118,000 1,266,000 Work in process inventory 19,000 47,000 Prepayments 96,000 88,000 --------------- --------------- Total current assets 5,755,000 5,590,000 Long-term receivables, net of current portion and unamortized discount 493,000 912,000 Property and equipment, net of accumulated amortization 988,000 1,046,000 Capitalized product development costs, net 1,578,000 1,885,000 Other assets 156,000 170,000 --------------- --------------- Total assets (Note 3) $ 8,970,000 $ 9,603,000 =============== =============== </Table> See accompanying notes to consolidated financial statements. 3 MPSI SYSTEMS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONT'D) <Table> <Caption> MARCH 31, SEPTEMBER 30, LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000 --------------- --------------- (UNAUDITED) Current liabilities: Note payable to bank (Note 3) $ 1,840,000 $ 2,000,000 Accounts payable 817,000 1,006,000 Accrued liabilities 1,003,000 1,187,000 Deferred revenue 1,644,000 1,284,000 --------------- --------------- Total current liabilities 5,304,000 5,477,000 Noncurrent deferred revenue 566,000 712,000 Noncurrent deferred income taxes 118,000 121,000 Other noncurrent liabilities 73,000 96,000 --------------- --------------- Total liabilities 6,061,000 6,406,000 --------------- --------------- Commitments and contingencies -- -- Stockholders' Equity: Preferred Stock, $.10 par value, 1,000,000 shares authorized, none issued or outstanding -- -- Common Stock, $.05 par value, 20,000,000 shares authorized, 2,912,000 shares issued and outstanding at March 31, 2001 and September 30, 2000 146,000 146,000 Junior Common Stock, $.05 par value, 500,000 shares authorized, none issued or outstanding -- -- Additional paid-in capital 13,145,000 13,145,000 Deficit (10,792,000) (10,539,000) Other accumulated comprehensive income 410,000 445,000 --------------- --------------- Total stockholders' equity 2,909,000 3,197,000 --------------- --------------- Total liabilities and stockholders' equity $ 8,970,000 $ 9,603,000 =============== =============== </Table> See accompanying notes to consolidated financial statements. 4 MPSI SYSTEMS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) <Table> <Caption> THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31, ------------------------------ ------------------------------ 2001 2000 2001 2000 ------------- ------------- ------------- ------------- Revenues: Information services and software maintenance $ 3,839,000 $ 4,597,000 $ 7,897,000 $ 8,383,000 Software licensing 32,000 106,000 61,000 121,000 ------------- ------------- ------------- ------------- Total revenues 3,871,000 4,703,000 7,958,000 8,504,000 ------------- ------------- ------------- ------------- Cost of Sales: Information services and software maintenance 1,497,000 1,786,000 2,676,000 3,161,000 Software licensing 166,000 137,000 376,000 216,000 ------------- ------------- ------------- ------------- Total cost of sales 1,663,000 1,923,000 3,052,000 3,377,000 ------------- ------------- ------------- ------------- Gross profit 2,208,000 2,780,000 4,906,000 5,127,000 Operating expenses: General and administrative 744,000 816,000 1,664,000 1,775,000 Marketing and client services 1,327,000 1,691,000 2,588,000 3,173,000 Research and development 335,000 339,000 666,000 657,000 ------------- ------------- ------------- ------------- Total operating expenses 2,406,000 2,846,000 4,918,000 5,605,000 ------------- ------------- ------------- ------------- Operating loss (198,000) (66,000) (12,000) (478,000) Other income (expense): Interest income 25,000 45,000 57,000 83,000 Interest expense (175,000) (120,000) (241,000) (172,000) Gain (loss) on foreign exchange (16,000) (10,000) (38,000) 13,000 Other, net 11,000 2,000 12,000 3,000 ------------- ------------- ------------- ------------- Loss before income taxes (353,000) (149,000) (222,000) (551,000) Provision for income taxes 23,000 33,000 31,000 (1,000) ------------- ------------- ------------- ------------- Net loss $ (376,000) $ (182,000) $ (253,000) $ (550,000) ============= ============= ============= ============= Per Share: Basic and diluted loss per common share $ (.13) $ (.06) $ (.09) $ (.19) Shares Outstanding: Basic 2,912,000 2,866,000 2,912,000 2,857,000 Diluted 2,912,000 2,866,000 2,912,000 2,857,000 </Table> See accompanying notes to consolidated financial statements. 5 MPSI SYSTEMS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY SIX MONTHS ENDED MARCH 31, 2001 (UNAUDITED) <Table> <Caption> OTHER COMMON STOCK ADDITIONAL ACCUMULATED TOTAL ---------------------------- PAID-IN COMPREHENSIVE STOCKHOLDERS' SHARES AMOUNT CAPITAL DEFICIT INCOME EQUITY ------------ ------------ ------------ ------------- ------------- ------------ Balance, September 30, 2000 2,912,000 $ 146,000 $ 13,145,000 $(10,539,000) $ 445,000 $ 3,197,000 Net loss -- -- -- (253,000) -- (253,000) Other accumulated comprehensive income: Foreign currency translation adjustment -- -- -- -- (35,000) (35,000) ------------ Total comprehensive loss $ (288,000) ------------ ------------ ------------ ------------ ------------ ------------ Balance, March 31, 2001 2,912,000 $ 146,000 $ 13,145,000 $(10,792,000) $ 410,000 $ 2,909,000 ============ ============ ============ ============ ============ ============ </Table> See accompanying notes to consolidated financial statements. 6 MPSI SYSTEMS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (NOTE 2) (UNAUDITED) <Table> <Caption> SIX MONTHS ENDED MARCH 31, ------------------------------ 2001 2000 ------------- ------------- Loss from operations $ (253,000) $ (550,000) Adjustments to reconcile loss from operations to cash provided by operations: Depreciation and amortization of property and equipment 167,000 223,000 Amortization of product development costs 573,000 280,000 Changes in assets and liabilities: Decrease (increase) in assets: Receivables (254,000) 74,000 Inventories 28,000 34,000 Other 6,000 37,000 Increase (decrease) in liabilities: Trade payables and accruals (413,000) 39,000 Taxes payable (26,000) (97,000) Deferred revenue 214,000 355,000 ------------- ------------- Net cash provided by operating activities 42,000 395,000 ------------- ------------- Cash flows from investing activities: Purchase equipment (63,000) (54,000) Software developed for internal use (37,000) (107,000) Capitalized product development costs (269,000) (679,000) ------------- ------------- Net cash used by investing activities (369,000) (840,000) ------------- ------------- Cash flows from financing activities: Net proceeds from bank line of credit -- 332,000 Debt repayments (160,000) -- Proceeds from exercised stock options -- 70,000 ------------- ------------- Net cash provided (used) by financing activities (160,000) 402,000 ------------- ------------- Decrease in cash and cash equivalents (487,000) (43,000) Cash and cash equivalents at beginning of period 876,000 296,000 ------------- ------------- Cash and cash equivalents at end of period $ 389,000 $ 253,000 ============= ============= </Table> See accompanying notes to consolidated financial statements. 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL NOTES: Certain notes to the September 30, 2000 audited consolidated financial statements filed with Form 10-K are applicable to the unaudited consolidated financial statements for the six months ended March 31, 2001. Accordingly, reference should be made to the audited financial statements at September 30, 2000. In the opinion of the Company, the unaudited consolidated financial statements as of March 31, 2001 contain all adjustments (including normal recurring accruals) necessary to fairly present the financial position and the results of operations of the Company. The timing of market study orders and software license agreements can significantly impact quarterly results of operations and, accordingly, the results of operations for the six months ended March 31, 2001 are not necessarily indicative of the results to be expected for the full year. 2. SUPPLEMENTAL CASH FLOW INFORMATION: The Company paid interest of $241,000 and $172,000 during the six months ended March 31, 2001 and 2000, respectively. Income taxes of $56,000 and $97,000 were paid during the six months ended March 31, 2001 and 2000, respectively. 3. NOTE PAYABLE TO BANK, SUBSEQUENT EVENTS: At March 31, 2001, the Company owed $1,840,000 to Bank of America under a revolving line of credit arrangement secured by accounts and contracts receivable, inventory, general intangibles and certain cash accounts. The note bears interest at Bank of America floating prime rate plus 3% (approximately 12%). The weighted average interest rates were 12.69% for the six months ended March 31, 2001 and 9.59% for the six months ended March 31, 2000. In June 2000, Bank of America notified the Company that it must either liquidate or move its line of credit. The outstanding balance at that time was $2,000,000, and the Company was given 120 days to effect a change. Subsequent to that notice, MPSI has diligently worked this issue on two fronts: (1) investigation of alternative financing sources, and (2) regular pay down of the debt from operating cash flows. Although no acceptable financing alternative has been identified, the outstanding balance has been steadily reduced from $2,000,000 at September 30, 2000 to $900,000 at September 30, 2001. Bank of America has granted extensions of the credit maturity effective October 2000, January 2001, April 2001, May 2001 and October 2001. With each extension, except October 2001, the Bank also waived the minimum net worth covenant requirement of $3,500,000. The latest extension by Bank of America, effective January 6, 2002, was granted concurrently with a $250,000 pay down by the Company and set the new maturity date at October 1, 2002. A further debt payment of $100,000 is required on or before April 1, 2002. In connection with the extension, the Bank revised the $3.5 million minimum net worth covenant with which the Company had not been in compliance. Henceforth, the Company will be required to maintain a minimum net worth of $1,700,000. Balances outstanding under the extension bear interest at Bank of America floating prime plus 7% (approximately 13% presently). Additionally, the extension agreement eliminated subjective acceleration clauses from the original agreements which remain in effect except to the extent amended by the extension documents. If the Company is unable to maintain the revised minimum net worth covenant or if the Company fails to maintain an adequate collateral level as determined through a defined borrowing base computation, the bank could call the note before its maturity date. If this were to occur, the Company may not have sufficient cash to repay the note requiring management to take actions such as delaying payments to suppliers or reducing operating expenditures. Such actions, if necessary, could have an adverse effect on the Company's operations or financial condition. 4. BUSINESS SEGMENTS: The Company identifies segments based upon line of business, which results in three reportable segments: Convenience Retailing, Pricing, and Business Development. The Business Development segment includes the former DataMetrix and Postal activities. The Convenience Retailing segment derives its revenues from providing decision support software, information databases and consulting services to businesses which have an investment in retail outlet networks, primarily in the petroleum industry. In many cases, pricing products are sold within the same customer base applicable to Convenience Retailing. However, Pricing services are directed more towards operational issues rather than retail site location or operation. The Business Development segment derives its revenues primarily from the sales of DataMetrix branded products, including visual mapping information for cities in the United States. The Company's measure of segment profit is operating income. Amortization is specifically assigned to each reported segment as capitalized 8 development costs are written off to segmented cost of sales over their useful economic life. Depreciation is allocated to each reported segment through pre-determined corporate percentages. Identifiable assets in the Convenience Retailing, Pricing and Business Development segments, which are recorded in the Convenience Retailing segment, are shared resources which are not specifically allocated. All assets acquired are managed as shared resources and are not identifiable to specific reporting segments. Comparative business segment information has been reclassified herein to conform with the March 31, 2001 disclosure format. Information on segments and a reconciliation to income before taxes are as follows: <Table> <Caption> SEGMENTS ------------------------------------------------------------ CONVENIENCE BUSINESS RETAILING PRICING DEVELOPMENT TOTAL ------------ ------------ ------------ ------------ QUARTER ENDED MARCH 31, 2001 Revenues: Information services and software maintenance .................. $ 3,180,000 $ 515,000 $ 144,000 $ 3,839,000 Software licensing ....................... 29,000 -- 3,000 32,000 ------------ ------------ ------------ ------------ Total revenues ...................... $ 3,209,000 $ 515,000 $ 147,000 $ 3,871,000 ============ ============ ============ ============ Operating income (loss) .................. $ 2,000 $ (76,000) $ (124,000) $ (198,000) ============ ============ ============ Other income (expense) ................... (155,000) ------------ Loss before income tax ................... $ (353,000) ============ Amortization of capitalized product development ................. $ 136,000 $ -- $ 29,000 $ 165,000 Amortization of U.S. geographic database ................. -- -- 99,000 99,000 Depreciation ............................. 67,000 13,000 4,000 84,000 Identifiable assets ...................... 8,970,000 -- -- 8,970,000 Additions to long-lived assets ........... 81,000 -- -- 81,000 QUARTER ENDED MARCH 31, 2000 Revenues: Information services and software maintenance .................. $ 3,600,000 $ 733,000 $ 264,000 $ 4,597,000 Software licensing ....................... 14,000 91,000 1,000 106,000 ------------ ------------ ------------ ------------ Total revenues ...................... $ 3,614,000 $ 824,000 $ 265,000 $ 4,703,000 ============ ============ ============ ============ Operating income (loss) .................. $ 294,000 $ 144,000 $ (504,000) $ (66,000) ============ ============ ============ Other income (expense) ................... (83,000) ------------ Loss before income tax ................... $ (149,000) ============ Amortization of capitalized product development ................. $ 120,000 $ 5,000 $ 10,000 $ 135,000 Amortization of U.S. geographic database ................. -- -- 66,000 66,000 Depreciation ............................. 109,000 4,000 20,000 133,000 Identifiable assets ...................... 10,665,000 -- -- 10,665,000 Additions to long-lived assets ........... 70,000 -- -- 70,000 </Table> 9 Information on segments and a reconciliation to income (loss) before taxes for the six months ended March 31, 2001 and March 31, 2000 are as follows: <Table> <Caption> SEGMENTS ------------------------------------------------------------ CONVENIENCE BUSINESS RETAILING PRICING DEVELOPMENT TOTAL ------------ ------------ ------------ ------------ SIX MONTHS ENDED MARCH 31, 2001 Revenues: Information services and software maintenance ......................... $ 6,590,000 $ 1,056,000 $ 251,000 $ 7,897,000 Software licensing .............................. 35,000 22,000 4,000 61,000 ------------ ------------ ------------ ------------ Total revenues ............................. $ 6,625,000 $ 1,078,000 $ 255,000 $ 7,958,000 ============ ============ ============ ============ Operating income (loss) ......................... $ 372,000 $ (78,000) $ (306,000) $ (12,000) ============ ============ ============ Other income (expense) .......................... (210,000) ------------ Loss before income tax .......................... $ (222,000) ============ Amortization of capitalized product development ........................ $ 317,000 $ -- $ 58,000 $ 375,000 Amortization of U.S. geographic database ........................ -- -- 198,000 198,000 Depreciation .................................... 134,000 25,000 8,000 167,000 Identifiable assets ............................. 8,970,000 -- -- 8,970,000 Additions to long-lived assets .................. 100,000 -- -- 100,000 SIX MONTHS ENDED MARCH 31, 2000 Revenues: Information services and software maintenance ......................... $ 6,871,000 $ 1,192,000 $ 320,000 $ 8,383,000 Software licensing .............................. 14,000 106,000 1,000 121,000 ------------ ------------ ------------ ------------ Total revenues ............................. $ 6,885,000 $ 1,298,000 $ 321,000 $ 8,504,000 ============ ============ ============ ============ Operating income (loss) ......................... $ 413,000 $ 101,000 $ (992,000) $ (478,000) ============ ============ ============ Other income (expense) .......................... (73,000) ------------ Loss before income tax .......................... $ (551,000) ============ Amortization of capitalized product development ........................ $ 193,000 $ 11,000 $ 10,000 $ 214,000 Amortization of U.S. geographic ................................. -- -- 66,000 66,000 Depreciation .................................... 181,000 7,000 35,000 223,000 Identifiable assets ............................. 10,665,000 -- -- 10,665,000 Additions to long-lived assets .................. 161,000 -- -- 161,000 </Table> 10 5. COMPREHENSIVE INCOME Comprehensive income is net income, plus certain other items that are recorded directly to shareholders' equity, bypassing net income. The only such items currently applicable to the Company are foreign currency translation adjustments. Comprehensive loss was $(377,000) and $(219,000) for the quarters ended March 31, 2001 and 2000, respectively. For the six months ended March 31, 2001 and 2000, comprehensive loss was $(288,000) and $(555,000), respectively. 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND QUARTERLY RESULTS OF OPERATIONS RESULTS OF OPERATIONS CONSOLIDATED OPERATIONS. MPSI reported a net loss of $376,000 or $.13 per share on revenues of $3.9 million for the quarter ended March 31, 2001 compared with a net loss of $182,000 or $.06 per share on revenues of $4.7 million for the comparable quarter last year. For the six months ended March 31, 2001, MPSI reported a net loss of $253,000 or $.09 per share on revenues of $8.0 million. This compared with a net loss of $550,000 or $.19 per share on revenues of $8.5 million for the comparable six months of last fiscal year. As discussed in more detail below, while revenues for the quarter and six months ended March 31, 2001 were down as compared with last year, operating expenses decreased significantly due to downsizing which occurred in the U.S. offices during fiscal 2000. During the first fiscal quarter of 2001 approximately $250,000 of non-recurring expenses were charged to operations for severance costs related to the final phase of a year-long organizational and cost reduction program. CONVENIENCE RETAILING SEGMENT. This business unit accounted for revenues of $3,209,000, and $3,614,000 for the fiscal quarters ended March 31, 2001 and 2000, respectively, with corresponding operating profits of $2,000 and $294,000. The decline in revenues ($405,000) and profitability ($292,000) for the second fiscal quarter of 2001, as compared with 2000, is primarily attributable to continuing price reductions being offered as new software technology is released globally. The Company was able to reduce prices 35% on average for U.S. customers in fiscal 2000 and expects to be similarly competitive in foreign arenas. These reductions have been offset somewhat by cost reductions implemented in fiscal 2000 that were completed in the first fiscal quarter of fiscal 2001. Revenues for the six months ended March 31, 2001 and 2000 were $6,625,000 and $6,885,000, respectively. Operating income for the six months ended March 31, 2001 was $372,000 as compared to an operating income of $413,000 for the comparable six-month period last year. Although revenues decreased $260,000 for the reasons noted herein, operating income decreased by only $41,000 as a result of further cost cutting measures implemented during the first fiscal quarter. The Company has experienced a 71% increase in orders through the first six months of fiscal 2001 compared with the same period last year. Management attributes this upsurge to the attractive attributes of the new Retail Explorer ("REX")(TM) technology and to the Company's revised pricing policies. The timing of new or renewed market study orders can have a substantial impact upon reported revenues and net income between accounting periods. In October 2001, MPSI's largest customer notified the Company that it would explore other convenience retailing software and data services as a possible alternative to MPSI products. Of the $4.6 million annual revenues derived from that customer in fiscal 2000, approximately $3.2 million related to convenience retailing products and services. PRICING SEGMENT. Revenues of $515,000 for the quarter ended March 31, 2001, as compared to $824,000 during the same quarter last fiscal year are down $309,000 primarily due to the timing of orders. The Company experienced an operating loss of $76,000 for the second fiscal quarter of 2001 compared to an operating income of $144,000 during the comparable quarter last year. Revenues for the six months ended March 31, 2001 of $1,078,000 declined as compared to revenues of $1,298,000 reported for the six months ended March 31, 2000. This segment reported an operating loss of $78,000 for the six months ended March 31, 2001 as compared to an operating income of $101,000 for the comparable period last year. Because this segment deals with a relatively small number of high dollar projects, timing of client pilot tests and orders can substantially affect period results. BUSINESS DEVELOPMENT SEGMENT. This unit (which continues to market mapping products under the DataMetrix brand and is in the process of developing products which will be marketed through the internet) generated revenues of $147,000 during the fiscal quarter ended March 31, 2001 as compared with $265,000 during the comparable period last fiscal year. Business Development incurred an operating loss of $124,000 for the quarter ended March 31, 2001 as compared with an operating loss of $504,000 during the same fiscal quarter last year. The improvement in operations is a result of reduced personnel costs in DataMetrix. For the six months ended March 31, 2001 and 2000, respectively, Business Development generated revenues of $251,000 and $320,000 with related operating losses of $306,000 and $992,000. This unit has not yet achieved critical mass which has resulted in continuing, although reduced, losses. CONSOLIDATED OPERATING EXPENSES. Consolidated operating expenses were $2,406,000 for the quarter ended March 31, 2001 as compared with $2,846,000 during the same quarter last fiscal year. For the six months ended March 31, 2001, consolidated operating expenses were $4,918,000 as compared with $5,605,000 for the same period last fiscal year. 12 Consolidated general and administrative expenses for the quarter ended March 31, 2001 were down approximately $72,000 (9%) as compared to the same fiscal quarter of last year. General and administrative expenses for the six months ended March 31, 2001 were down approximately $111,000 (6%) as compared to the same period last fiscal year. The decline in costs for the quarter and six months were the result of reduced costs associated with severance which took place during the second fiscal quarter of 2000. Consolidated marketing and client service expenses for the quarter ended March 31, 2001 were down $364,000 (22%) as compared to the same fiscal quarter of last year. For the six months ended March 31, 2001, expenses were down approximately $585,000 (18%) as compared with the same fiscal periods of last year. Consolidated marketing expenses have been significantly reduced as a result of (1) focused target marketing on major global petroleum marketers, and (2) increased reliance on value-added resellers to service smaller customers. Additionally, the Company has adjusted its selling and marketing objectives to accommodate for changes in product offerings and the marketplace, and has realigned personnel to meet those objectives. Consolidated research and development expenses (excluding amounts capitalized for product development as discussed under Financial Condition and Liquidity below) for the quarter and six months ended March 31, 2001, were comparable with the same fiscal periods last year. Total costs associated with product development and maintenance of existing products have been reduced as a result of new technology policies which seek to produce modular products which are easier to develop, less costly to customize and maintain, and can more readily be transported to other vertical market applications. OTHER INCOME AND EXPENSES. Interest expense of $175,000 and $241,000 was higher during the quarter and six months ended March 31, 2001, respectively, as compared to $120,000 and $172,000 for the comparable periods last fiscal year. The additional expense relates to increased carrying charges assessed by vendors. The Company is typically a net borrower during its first two fiscal quarters as a result of the timing of client orders. Additionally, revenues were down as the result of more competitive pricing as compared to last fiscal year, which had an adverse impact on billings and cash flows. MPSI enters into multi-year contracts for market studies, some of which are denominated in foreign currencies (principally the Singapore Dollar and the British Pound Sterling ). This exposes MPSI to exchange gains or losses depending upon the periodic value of the U.S. Dollar relative to the respective foreign currencies. The Company experienced exchange gains (losses) of approximately $(16,000) and $(38,000) during the quarter and six months ended March 31, 2001 respectively, as compared to $(10,000) and $13,000 for the comparable periods last fiscal year. Although MPSI anticipates continuing exposure to exchange fluctuations, no material adverse effect is expected as the Company denominates a limited number of contracts in foreign currencies. The Company does not utilize derivative financial instruments to hedge their foreign currency risks. INCOME TAXES. Income taxes for the quarter and six months ended March 31, 2001 were $23,000 and $31,000, respectively, as compared to $33,000 and $(1,000) for the same fiscal periods last year. The changes in income taxes are primarily due to (a) foreign taxes withheld at the source by customers and (b) settlement of an IRS tax audit (for which the Company had accrued approximately $60,000 at September 30, 1999 against an ultimately lower settlement which resulted in a favorable adjustment of approximately $45,000 in the first fiscal quarter of 2000). The amount of foreign income taxes withheld can fluctuate significantly between fiscal periods based upon not only the geographic areas in which the Company operates, but on the particular products and services delivered within an individual country. FINANCIAL CONDITION AND LIQUIDITY Working capital, the Company's primary measure of liquidity, was $451,000 at March 31, 2001 as compared with $113,000 at September 30, 2000 and was considerably better than the negative working capital of $366,000 at March 31, 2000. Generally, the increase in liquidity is principally attributable to (a) reduced operating expenses related to the downsizing and reorganization, and (b) reductions in production costs associated with the REX software and the related databases. Although at March 31, 2001 cash decreased by approximately $487,000 compared with September 30, 2000, net trade receivables increased $672,000 as a result of orders received and invoices prepared late in the second quarter. Additionally, the Company was able to reduce its corporate working capital debt by $160,000 during the first six months of fiscal 2001. Accounts payable and accrued liabilities were reduced by approximately $373,000 during the first six months of fiscal 2001. The reductions in corporate debt and other current liabilities were somewhat offset by an increase in deferred revenue of approximately $360,000 as a result of orders received late in the second fiscal quarter of 2001. While increases in deferred 13 revenue have the effect of lowering working capital, such increases do not require commensurate cash outflows as is the case with other current liability accounts. In June 2000, the Company's principal bank, Bank of America, announced its internal plans to substantially reduce its lending exposures in certain industries and to certain customer categories. MPSI fell within the criteria and, accordingly, was notified effective June 30, 2000 that it must either liquidate or move its line of credit. The outstanding balance at that time was $2,000,000, and the Company was given 120 days to effect a change. Subsequent to that notice, MPSI has diligently worked this issue on two fronts: (1) investigation of alternative financing sources, and (2) regular pay down of the debt from operating cash flows. Although no acceptable financing alternative has been identified, the outstanding balance has been steadily reduced from $2,000,000 at September 30, 2000 to $900,000 at September 30, 2001 as a result of (1) cash generated from operations, (2) installment payments received on long-term software license agreements (where revenue had been recognized in previous years), and (3) lower capital software development costs following the release of REX globally in the first half of fiscal 2001. The pay downs have continually pressured MPSI's operating liquidity and prevented accumulation of additional cash reserves even though the Company had generated positive cash flow from operations of more than $1.9 million in fiscal 2001. Largely on the basis of the Company's diligent efforts at liquidation, Bank of America has granted extensions of the credit maturity effective October 2000, January 2001, April 2001, May 2001 and October 2001. With each extension, except October 2001, the Bank also waived the $3,500,000 minimum net worth covenant requirement with which the Company had not been in compliance. The latest extension by Bank of America, effective January 6, 2002, was granted concurrent with a $250,000 pay down by the Company and set the new maturity date at October 1, 2002. See Note 3 to the consolidated financial statements for additional information about the extension. This action significantly lengthened the Bank's commitment to MPSI when compared with previous extension periods and provided for an adjustment of the minimum net worth covenant, with which the Company had not been in compliance, down to $1.7 million. In the absence of an alternative banking solution that provided some measure of working capital draw capability, MPSI had to deal with peaks and valleys in cash flow by adjusting payments to suppliers and other creditors. On occasion during 2001, this situation caused the Company to fall behind with timely payment of payroll taxes, 401(k) matching contributions and some operational overheads such as insurance premiums. Thus far, MPSI has been able to manage these situations satisfactorily such that no significant exposure or loss of critical suppliers has resulted. Additionally, as of the date of the latest extension by the bank, the Company had significantly improved the payment timing to its suppliers and other creditors. Management expects that cash flow from operations will be sufficient to meet operating requirements and liquidate the remaining bank debt in fiscal 2002. However, if the Company is unable to maintain the minimum net worth covenant or to maintain an adequate collateral level as determined through a defined borrowing base computation, the bank could call the note before its maturity date. The bank has not taken such action to date. If this were to occur, the Company may not have sufficient cash to repay the note requiring management to take such actions as delaying payments to suppliers or reducing operating expenditures. Such actions, if necessary, could have an adverse effect on the Company's operations or financial condition. Management will continue to seek cost-effective alternate financing sources, not only as a means of accelerating liquidation of the current note, but also to provide back-up working capital availability. Capitalized product development expenditures for the six months ended March 31, 2001 were $269,000 compared with $679,000 in the same period last year. The fiscal year 2001 capitalized costs principally reflect completion of the REX generic global system, initial work on the REX updates and the Company's internet product offering. The internet offering is intended to open up access to many smaller clients who have traditionally not been able to utilize the Company's technology due to price or computer system constraints. MPSI's backlog of market studies at March 31, 2001 in the amount of approximately $12.3 million, ($8.2 million at September 30, 2000), contained a substantial number of recurring studies under multi-year client commitments. Such studies represent a significant amount of the estimated revenues for fiscal year 2001. Because customer commitments for market studies may entail multi-year terms, the number of such agreements in force may have significant implications on the conclusions to be drawn concerning fluctuations in backlog between accounting periods. For example, if a customer commits to a five-year series of market studies in year one, backlog of that year would substantially increase. Thereafter, as the Company delivers successive market studies, backlog would decline in years 2 - 4. - ---------- Portions of this document may constitute forward-looking statements as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in performance is contained in the Company's annual report on Form 10-K which is filed with the Securities and Exchange Commission. 14 PART II - OTHER INFORMATION Item 1 -- Legal Proceedings - None. Item 2 -- Changes in Securities - None. Item 3 -- Defaults Upon Senior Securities - The registrant's credit facility with Bank of America in the amount of approximately $900,000 became due and payable according to its terms on January 5, 2002. Prior to the due date, the registrant had breached a covenant in the credit facility requiring the maintenance of a minimum net worth. See Note 3 to the consolidated financial statements for additional information about the Company's banking relationship. The latest extension by Bank of America, effective January 6, 2002, was granted concurrently with a $250,000 pay down by the Company and set the new maturity date at October 1, 2002. This action significantly lengthened the Bank's commitment to MPSI when compared with previous extension periods and provided for an adjustment of the equity covenant down to $1.7 million. Item 4 -- Submission of Matters to a Vote of Security Holders - None Item 5 -- Other Information - Nasdaq advised the registrant on January 17, 2001 that it would de-list the registrant's securities from The Nasdaq Stock Market on January 26, 2001 unless the registrant filed its annual report on Form 10-K for the year ended September 30, 2000 on or before January 25, 2001. As the registrant intended to file its Form 10-K upon securing an alternative credit facility, the registrant filed an appeal with Nasdaq, but was unable to file the financial document with the SEC in time to avoid being de-listed. Accordingly, effective close of business February 22, 2001, MPSI's stock was de-listed from The Nasdaq Stock Market and subsequently trades Over the Counter on Pink Sheets. Item 6 -- Exhibits and Reports on Form 8-K. (a) Exhibits: 11.1 Earnings per share computation (b) Reports on Form 8-K - None 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned hereunto duly authorized. MPSI SYSTEMS INC. Date February 25, 2002 By /s/ Ronald G. Harper ------------------- -------------------------------- Ronald G. Harper, President (Chief Executive Officer) and Director Date February 25, 2002 By /s/ James C. Auten ------------------- -------------------------------- James C. Auten, Vice President (Chief Financial Officer) 16 EXHIBIT INDEX <Table> <Caption> EXHIBIT NUMBER DESCRIPTION - ------- ----------- 11.1 Earnings Per Share Computation </Table>