1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
[x] Quarterly report pursuant to section 13 of 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 1996
[ ] Transition report pursuant to section 13 of 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
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Commission File No. 0-21038
NETWORK SIX, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-036-6090
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
475 Kilvert Street, Warwick, Rhode Island 02886
(Address of principal executive offices, including zip code)
(401) 732-9000
(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 of 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 .
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As of September 30, 1996 there were 2,884,973 shares of the registrant's Common
Stock, $.10 par value, outstanding.
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2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NETWORK SIX, INC.
Condensed Balance Sheets
Sept. 30, 1996 Dec. 31, 1995
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(unaudited)
ASSETS
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CURRENT ASSETS:
Cash ......................................... $ 438,110 $ 1,205,652
Contract receivables, less allowance for
doubtful accounts of $50,000 at September
30, 1996 and December 31, 1995 ............. 2,237,790 3,078,267
Costs and estimated earnings in excess of
billings on contracts ...................... 7,010,858 7,227,747
Income Taxes Receivable ...................... 179,336 1,747,824
Other assets ................................. 160,285 283,499
Due from officer ............................. -- 63,779
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Total current assets ...................... 10,026,379 13,606,768
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Property and equipment
Computers and equipment ...................... 956,972 1,377,098
Furniture and fixtures ....................... 200,699 246,339
Leasehold improvements ....................... 27,423 116,808
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1,185,094 1,740,245
Less: accumulated depreciation and
amortization .......................... 872,020 1,181,249
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Net property and equipment ................ 313,074 558,996
Deferred taxes ................................. 177,814 271,360
Other assets ................................... 279,923 508,149
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$10,797,190 $14,945,274
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3
LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES:
Current installments of obligation under capital
lease ........................................ $ 114,297 $ 168,640
Notes payable to bank .......................... 2,133,768 5,000,000
Trade accounts payable ......................... 1,779,998 1,696,999
Accrued salaries and wages ..................... 300,782 442,663
Accrued subcontractor expense .................. 262,717 421,857
Accrued restructuring .......................... 178,050 517,680
Other accrued expenses ......................... 423,516 618,869
Billings in excess of costs and estimated
earnings on contracts ........................ 31,965 386,799
Deferred taxes ................................. 634,940 745,619
Preferred stock dividends payable .............. 187,629 47,260
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Total current liabilities ............... 6,047,662 10,046,386
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Obligations under capital lease excluding
current installments ......................... 187,360 254,393
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Total Liabilities ....................... 6,235,022 10,300,779
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STOCKHOLDERS' EQUITY
Series A convertible preferred stock, $3.50 par
value. Authorized 857,142.85 shares;
issued and outstanding 714,285.71 shares
at September 30, 1996 and December 31,
1995; liquidation of $3.50 per share plus
unpaid and accumulated dividends ............. 2,235,674 2,235,674
Common stock, $.10 par value. Authorized
4,000,000 shares; issued 2,884,973 shares
at September 30, 1996 and 2,860,695
shares at December 31, 1995 .................. 288,497 286,070
Additional paid-in capital ..................... 1,437,045 1,389,218
Retained earnings .............................. 606,999 739,580
Treasury stock, 14,992 common shares at
September 30, 1996 and December 31,
1995 at cost ................................. (6,047) (6,047)
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Total stockholders' equity .............. 4,562,168 4,644,495
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$10,797,190 $14,945,274
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NETWORK SIX, INC.
Condensed Statements of Income (Loss)
(Unaudited)
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED 09/30/96 ENDED 09/30/95 ENDED 09/30/96 ENDED 09/30/95
-------------- -------------- -------------- --------------
Contract revenue earned ............................... $1,657,465 $ 6,517,646 $7,924,227 $19,233,136
Cost of revenue earned ................................ 1,607,719 6,364,288 5,954,370 15,460,736
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Gross profit ...................................... 49,745 153,358 1,969,858 3,772,400
Selling, general, & administrative expenses ........... 485,504 1,092,104 1,657,056 3,456,693
---------- ----------- ---------- -----------
Income (loss) from operations ..................... (435,759) (938,746) 312,802 315,707
Other deductions (income)
Interest Expense .................................. 127,530 133,480 348,858 276,958
Interest Earned ................................... 2,503 (2,620) (57,830) (8,456)
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Income (loss) before income taxes (benefit) ....... (565,792) (1,069,606) 21,774 47,205
Income taxes (benefit) ................................ (228,347) (441,932) 13,986 15,961
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NET INCOME (LOSS) ..................................... $ (337,445) $ (827,674) $ 7,788 $ 31,244
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Per share information: (Note 3)
Net income (loss) used in fully diluted calculation (337,445) (627,674) 7,788 31,244
Less preferred dividend ........................... 47,260 47,260 140,111 140,240
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Net income (loss) used in primary per share
calculation ................................. (384,705) (674,934) (132,323) (108,996)
========== =========== ========== ===========
Net income (loss) per share:
Primary:
Net income (loss) ............................. $ (0.13) $ (0.24) $ (0.05) $ (0.04)
========== =========== ========== ===========
Fully diluted:
Net income (loss) ............................. $ (0.13) $ (0.24) $ (0.05) $ (0.04)
========== =========== ========== ===========
Shares used in computing net income per share:
Primary ........................................... 2,865,241 2,833,914 2,875,271 2,816,763
Fully Diluted ..................................... 2,865,241 2,833,914 2,875,271 2,816,763
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NETWORK SIX, INC.
Condensed Statements of Cash Flow
(Unaudited)
Nine months Nine months
ended ended
9/30/96 9/30/95
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Cash Flows from operating activities:
Net income ........................................................ $ 7,788 $ 31,466
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization ................................ 245,922 296,014
Increase (decrease) in contract receivables .................. 840,477 (5,813,898)
Decrease in other current assets ............................. 123,214 43,389
Increase (decrease) in costs and estimated earnings
in excess of billings ...................................... 216,889 (1,235,529)
Increase (decrease) in income tax receivable ................. 1,568,488 (493,076)
Decrease in long term receivables ............................ 53,394 --
Increase in trade accounts payable ........................... 83,000 477,555
Increase (decrease) in accrued expense ....................... (195,353) 1,914,794
(Increase) decrease in other assets .......................... 174,832 (49,021)
Increase in due from officer ................................. 63,779 --
Decrease in accrued subcontractor expense .................... (159,140) --
Decrease in accrued restructuring ............................ (339,630) --
(Increase) decrease in deferred tax asset .................... 93,546 (121,070)
Increase (decrease) in deferred tax liability ................ (110,679) 220,978
Increase (decrease) in accrued salaries and benefits ......... (141,881) 245,000
Increase (decrease) in billing in excess of cost ............. (354,834) 70,967
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Net cash provided by (used in) operating activities ...... 2,169,812 (4,412,653)
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Cash flows from investment activities:
Capital expenditures ......................................... -- (415,459)
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Net cash used in investing activities .................... -- (415,459)
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Cash flows from financing activities:
Proceeds from the issuance of common stock ................... 50,254 345,001
Principal payments on capital lease obligations ................... (121,376) (99,491)
Borrowings (payments) on notes payable ....................... (2,866,232) 4,150,000
Payment of dividends ......................................... -- (187,499)
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Net cash provided by (used in) financing activities ....... (2,937,354) 4,208,009
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Net decrease in cash and cash equivalents ......................... (767,542) (620,103)
Cash and cash equivalents at beginning of the period .............. 1,205,652 822,286
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Cash and cash equivalents at end of period ........................ $ 438,110 $ 202,183
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Supplemental disclosure of cash flow information:
Income taxes paid (refunded) ................................. $(1,872,156) $ 409,081
Interest paid ................................................ 307,194 190,696
Supplemental disclosure of non-cash investing activities:
Acquisition of assets through capital lease obligations ...... -- 214,400
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Network Six, Inc.
Notes to Financial Statements
September 30, 1996
(unaudited)
(1) Basis of Presentation
The interim financial statements have been prepared without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission
(SEC). 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 SEC rules
and regulations; nevertheless, management believes that the disclosures
herein are adequate to make the information presented not misleading. These
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Form 10K and Proxy Statement.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of September 30, 1995, and the statements of income for the
three and nine month periods and its statements of cash flows for the three
and nine months ended September 30, 1996 and 1995, have been included
herein. The results of operations for the interim periods are not
necessarily indicative of the results for the full years.
(2) Reclassifications
Certain 1995 balances have been reclassified to conform to the 1996
presentation.
(3) Earnings Per Share
Earnings per share is based on the weighted average number of shares
outstanding during the periods, including common stock equivalents of stock
options, warrants and convertible preferred stock. For the three and nine
months ended September 30, 1996 and 1995, stock options, warrants, and
preferred stock, which are considered common stock equivalents, have not
been included in the computation of earnings per share since the effect
would be anti-dilutive and would reduce the loss per share.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
In the third quarter, the Company announced the termination of its child
support enforcement contract with the State of Hawaii for breach of contract by
the State. The State, concurrently, terminated the contract claiming breach by
the Company. The Hawaii contract, originally estimated to be a $20.7 million
contract, was increased to $25.2 million by the State and the Company in
February of 1996, and is the Company's largest contract. Approximately $15
million of work has been completed, billed and substantially paid.
Negotiations concerning a settlement of outstanding issues such as the
value of the Company's work in progress and payment of outstanding invoices
submitted to Hawaii by the Company has not be successful to date. As of
September 30, 1996 the State of Hawaii accounts receivable balance is $62,000
and the work in process balance is $5 million. The collectability of any or all
of these accounts is uncertain at this time.
In October the State of Hawaii and Unisys placed a claim on the Hawaii
contract performance bond. The claims were for $10.3 million and $889 thousand
respectively.
On November 12, 1996 the State of Hawaii filed a lawsuit in the Circuit
Court of the First Circuit of the State of Hawaii against the Company and Aetna
Casualty and Surety and Federal Insurance Company for damages due to breach of
contract. Aetna Casualty and Surety and Federal Insurance Company provided the
$10.3 million performance bond on the contract. The suit alleges the Company
failed to meet contractual deadlines, provided late, incomplete and/or
unsuitable deliverables and materially breached the contract by never completing
the design, the application programming, the system test, and systems
implementation. The State is seeking general damages, consequential and special
damages, liquidated damages, attorneys fees, the cost of the suit and interest
costs that the court deems just and proper in an unspecified amount.
NSI vigorously denies this allegation and intends to immediately file a
counter claim against the State alleging that the State has breached the
contract. The Company will seek substantial damages and is alleging that the
State has been engaged in a bad faith effort to coerce NSI into designing and
building a system having capabilities and extraordinary features far beyond the
scope of their contract and industry standards. The coercion has been in the
form of withholding of payments, improper rejection of work that satisfies the
requirements of the contract and industry standards and verbal and written
abuse of NSI employees and management.
In April 1996 the Company announced the intent, by an unnamed state, to
negotiate a systems integration contract to construct and install a child
welfare system for $6.3 million. The contract is still under negotiation.
Results of Operations - Nine Months Ended September 30, 1996 Compared to 1995
Contract revenue earned decreased $11,308,909 or 59%, from $19,233,137 in
the nine months ended September 30, 1995 to $7,924,227 in the nine months ended
September 30, 1996, primarily due to the completion of the Maine FAMIS and the
West Virginia OSCAR projects and the substantial completion of the Idaho CSE and
the Virgin Islands VIPERS projects. Also, the level of activity and revenue
recognition on the Hawaii contract is $5.2 million less than one year ago.
There is also a $257,000 revenue write down on the Idaho and Virgin Island
projects due to revisions in percent complete calculations.
Cost of revenue earned, consisting of direct employee labor, direct
contract expense and subcontracting expense, decreased $9,506,367, or 61%, from
$15,460,737 in the nine months ended September 30, 1995 to $5,954,370 in the
nine months ended September 30, 1996 due to the decreased effort to support the
lower level of business and the lower reliance on subcontractor labor.
Gross profit decreased $1,802,543 or 48% from $3,772,400 for the nine
months ended September 30, 1995 to $1,969,858 for the nine months ended
September 30, 1996. Gross profit as a percentage of revenue earned increased
from 20% for the nine months ended September 30, 1995 to 25% for the nine months
ended September 30, 1996. Although an increase, these margins are lower than
previously enjoyed. This is due to a $257,000 revenue write down mentioned
above and sales of hardware to Virgin Islands, Hawaii and Rhode Island RICAP
projects at lower margins.
Selling, general and administrative expenses decreased $1,799,635 or 52%
from $3,456,691 in the nine months ended September 30, 1995 to $1,657,056 in the
same period in 1996 primarily due to the reduction in personnel announced in
December 1995 and lower overhead expenditure in general.
Income before income taxes decreased $25,431, or 54% from $47,205 for the
nine months ended September 30, 1995 to $21,774 for the nine months ended
September 30, 1996.
As a result of the foregoing, net income decreased $23,456, from $31,244
for the nine months ended September 30, 1995 to $7,788 for the nine months ended
September 30, 1996.
8
Results of Operations - Three Months Ended September 30, 1996 Compared to 1995
Contract revenue earned decreased $4,860,181 or 75%, from $6,517,646 in the
three months ended September 30, 1995 to $1,657,465 in the three months ended
September 30, 1996, primarily due to the substantial completion of the Idaho CSE
and the Virgin Islands VIPERS contracts. The West Virginia Support and the Idaho
Support contracts are at a lower level of support activity. Also the Hawaii
contract revenue recognition had been reduced by $3.2 million in 1996 versus
1995. There is also a $257,000 revenue write down on the Idaho and Virgin
Islands projects due to revisions in percent complete calculations.
Cost of revenue earned, consisting of direct employee labor, direct
contract expense and subcontracting expense, decreased $5,022,432, or 79%, from
$6,364,289 in the three months ended September 30, 1995 to $1,607,719 in the
three months ended September 30, 1995 due to the decreased effort to support the
lower level of business and the lower reliance on subcontract labor.
Gross profit decreased $103,612 or 68% from $153,357 for the three months
ended September 30, 1995 to $49,745 for the three months ended September 30,
1996. Gross profit as a percentage of revenue earned increased from 2% for the
three months ended September 30, 1995 to 3% for the three months ended
September 30, 1996. Although an increase, these margins are lower than
previously enjoyed. This is due to a $257,000 revenue write down mentioned
above and sales of hardware to Virgin Islands, Hawaii and Rhode Island RICAP
projects at lower margins.
Selling, general and administrative expenses decreased $606,597 or 56%,
from $1,092,101 in the three months ended September 30, 1995 to $485,504 in the
same period in 1996 due to the reduction in personnel announced in December
1995 and lower overhead expenditures in general.
Income before income taxes increased $503,815, from a loss of $1,069,606
for the three months ended September 30, 1995 to a loss of $565,791 for the
three months ended September 30, 1996.
As a result of the foregoing, Net loss decreased $490,230, from a net loss
of $827,674 for the three months ended September 30, 1995 to a net loss of
$337,444 for the three months ended September 30, 1996.
Liquidity and Capital Resources
In order to finance bid preparation costs and to obtain sufficient
collateral to support performance bonds required by some state government
agencies, the Company has, in the past, entered into joint ventures with other
consulting firms with greater financial resources when bidding for contracts.
The Company expects to continue to expand this practice as well as to pursue
more time and material contracts than it has historically pursued. Time and
material contracts generally do not require performance bonds and almost always
involve less risk to deliver what the customer requires.
The Company has historically not received its first contract payments on
fixed price contracts until approximately three to six months after contract
award, which itself is as much as 12 months after proposal preparation
commences. The Company was therefore required to fund substantial costs well
before the receipt of related income, including marketing and proposal costs and
the cost of a performance bond. Prospectively, the Company is taking steps to
shorten this timetable, thereby reducing the requirement for additional working
capital. For example, the Company is breaking up proposed deliverables into
smaller components to allow it to reach a payment milestone earlier.
The Company has funded its operations through cash flows from operations,
bank borrowings, and private placement of equity securities. Net cash provided
by (used in) operating activities was $2,169,812 and ($4,412,653) for the nine
months ended September 30, 1996 and 1995 respectively. Fluctuations in net cash
used in operating activities are primarily the result of changes in contract
receivables, accounts payable, accrued expenses, and costs and estimated
earnings in excess of billings on contracts due to differences in contract
milestones and payment dates.
9
In December 1995, the Company's $6,000,000 Revolving Line of Credit with
Citizens Trust Company ("Citizens") expired and was replaced by a demand note.
On April 1, 1996 a new $3,850,000 Revolving Line of Credit was approved and
closed on April 10, 1996. The Company was required to reduce outstanding
borrowings under the Revolving Line of Credit to the following limits: May 30,
1996 - $2,950,000, June 30, 1996 - $2,450,000, November 30, 1996 - $2,050,000
and December 31, 1996 - $900,000. The arrangement limited outstanding borrowings
to the aggregate of 80% of accounts receivable plus 25% of costs and estimated
earnings in excess of billings on contracts. The agreement called for amounts
outstanding under the Revolving Line of Credit to accrue interest at an annual
rate of prime plus two percent on the first $2,000,000 and 16% of the remaining
$1,850,000. The difference between prime plus two percent and 16% was to be
deferred interest due on January 15, 1997. In addition, 70% of the income tax
refunds receivable at December 31, 1995 was required to be used to pay down the
line permanently. The prime rate was 8.25% at September 30, 1996. The Company's
obligations under the facility are secured by substantially all of the assets of
the Company. The agreement provided that the Company may not pay any dividends
on its capital stock without the consent of the bank. In addition, the agreement
required the Company to meet certain financial covenants.
In May and June, the Company did not meet the pay down schedule in the
Revolving Line of Credit. In September the Company paid down the line by $1.2
million using proceeds from an income tax refund. However, a new $2,133,768
Revolving Line of Credit was approved by Citizens and closed on September 27,
1996. The Company, under this agreement, is required to reduce outstanding
borrowings under the Revolving Line of Credit to the following limits: October
31, 1996 - $2,083,0768, November 30, 1996 - $1,883,768 and December 31, 1996 -
$1,658,768. In addition, 100% of the income tax refunds at December 31, 1995
must be used to paydown the line permanently. The remaining terms of the
agreement remain the same as the April 10th agreement. The Company has complied
with the October 31, 1996 paydown requirement. As of November 14, 1996 the
Revolving Line of Credit Balance is $2 million. Waivers have been applied for
the third quarter violations of loan covenants.
Although the Company believes that cash flow generated by operations will
be sufficient to fund continuing operations and required payments on the
Revolving Line of Credit and litigations expenses through the end of 1996, there
can be no assurance that unforeseen litigation expenses or other expenses will
not result in a capital deficiency. The Company is actively seeking new capital
to meet working capital needs and to be assured of its ability to continue as a
going concern.
Except for the historical information contained herein, the matters
discussed herein may be forward-looking statements that involve risk and
uncertainties. Actual results may differ materially from those projected. These
forward-looking statements represent the Company's judgement as of the date of
this report. The Company disclaims, however, any intent or obligation to update
these forward-looking statements.
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PART 11 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 12, 1996 the State of Hawaii filed a lawsuit in the Circuit
Court of the First Circuit of the State of Hawaii against the Company and Aetna
Casualty and Surety and Federal Insurance Company for damages due to breach of
contract. Aetna Casualty and Surety and Federal Insurance Company provided the
$10.3 million performance bond on the Company's contract with the State of
Hawaii. The suit alleges the Company failed to meet contractual deadlines,
provided late, incomplete and/or unsuitable deliverables and materially breached
the contract by never completing the design, the application programming, the
system test, and systems implementation. The State is seeking general damages,
consequential and special damages, liquidated damages, attorneys fees, the cost
of the suit and interest costs that the court deems just and proper in an
unspecified amount.
NSI vigorously denies this allegation and intends to immediately file a
counter claim against the State alleging that the State has breached the
contract. The Company will seek substantial damages and is alleging that the
State has been engaged in a bad faith effort to coerce NSI into designing and
building a system having capabilities and extraordinary features far beyond the
scope of their contract and industry standards. The coercion has been in the
form of withholding of payments, improper rejection of work that satisfies the
requirements of the contract and industry standards and verbal and written
abuse of NSI employees and management.
In addition, Unisys, a Company subcontractor under the Company's Hawaii
contract, has submitted a $889,000 claim to Aetna Casualty and Surety, against
the $10.3 million performance bond.
ITEM 2. CHANGE IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As discussed in the Management's Discussion and Analysis of Financial
Condition and Results of Operations section, the Company defaulted on its
$3,850,000 Revolving Line of Credit in May. Waivers were obtained through June
of 1996. A new revolving line of credit was approved and closed on September 27,
1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
None
ITEM 6. EXHIBITS AND REPORTS
(a) None
(b) No reports on Form 8-K have been filed during the quarter for which
this report is filed.
11
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.
Network Six, Inc.
Date: November 14, 1996 By: /s/ Dorothy M. Cipolla
----------------------------------
Dorothy M. Cipolla
Chief Financial Officer and Treasurer
(principal financial officer)
By: /s/ Kenneth C. Kirsch
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Kenneth C. Kirsch
President and
Chief Executive Officer