1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
( ) 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 0-9111
----------
DBT ONLINE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 85-0439411
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5550 W. Flamingo Road, Suite B-5
----------------------------------------
(Address of principal Executive Offices)
Las Vegas, Nevada 89103
----------------------------------------
(702) 257-1112
----------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months (or for such shorter periods 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
--- ---
The number of common shares outstanding as of March 21, 1997 was 7,736,443.
2
DBT ONLINE, INC.
TABLE OF CONTENTS
Page
----
PART 1 FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of September 30, 1996
and December 31, 1995............................................................... 3
Condensed Consolidated Statements of Operations for the Nine Months
and Three Months Ended September 30, 1996 and 1995.................................. 4
Condensed Consolidated Statements of Changes in Stockholders' Equity for the
Year Ended December 31, 1995 and the Nine Months Ended
September 30, 1996.................................................................. 5
Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1996 and 1995................................................... 6
Notes to Condensed Consolidated Financial Statements......................................... 7
Signatures..................................................................................................... 9
-2-
3
PART 1 - FINANCIAL INFORMATION
DBT ONLINE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, December 31,
1996 1995
------------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 7,356 $ 1,643
Accounts and notes receivable,
net of allowance for doubtful accounts of $240 2,741 1,110
Prepaid expenses 484 183
-------- --------
Total current assets 10,581 2,936
Property and equipment, net 6,524 3,129
Investment in patents, less accumulated amortization 13,652 --
Other assets 543 509
-------- --------
Total assets $ 31,300 $ 6,574
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and other
current liabilities $ 2,231 $ 1,176
Current portion of long-term debt and bank line of credit 2,030 1,110
Due to other laser patents interest holders 1,794 --
Customer deposits 297 --
Current and deferred Income taxes payable 624 158
-------- --------
Total current liabilities 6,976 2,444
Deferred income taxes 4,674 --
Long-term debt, less current portion 1,709 1,531
-------- --------
Total liabilities 13,359 3,975
-------- --------
Stockholders' equity:
Preferred stock, $.10 par value. Authorized
5,000,000 shares; no shares issued or outstanding -- --
Common stock, $.10 par value. Authorized 40,000,000
shares; issued and outstanding, 7,723,475 shares
and 1,736,274 shares of DBT $.001 par value common stock
at September 30, 1996 and December 31,1995, respectively 772 5
Capital in excess of par value 17,992 3,868
Retained earnings (deficit) (823) (1,274)
-------- --------
Total stockholders' equity 17,941 2,599
-------- --------
Total liabilities and stockholders' equity $ 31,300 $ 6,574
======== ========
See accompanying notes
-3-
4
DBT ONLINE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
Nine Months Ended Three Months Ended
----------------------- -------------------------
9-30-96 9-30-95 9-30-96 9-30-95
--------- --------- --------- ---------
Unaudited Unaudited Unaudited Unaudited
Revenues $ 11,612 $ 5,600 $ 4,473 $ 2,206
Laser patents royalties 843 -- 843 --
---------- ---------- ---------- ----------
Total royalties and revenues 12,455 5,600 5,316 2,206
---------- ---------- ---------- ----------
Costs and expenses:
Costs and expenses applicable to revenues 5,739 2,197 2,324 968
General and administrative 2,778 1,135 1,159 450
Selling and promotion 1,357 734 551 291
Research and development costs 1,493 650 509 274
Amortization of patents 191 -- 192 --
Loss on IRB transaction -- 1,528 -- 1,528
---------- ---------- ---------- ----------
Total costs and expenses 11,558 6,244 4,735 3,511
---------- ---------- ---------- ----------
Operating income 897 (644) 581 (1,305)
Other income:
Interest income 58 13 40 12
Interest expense (203) (64) (84) (39)
---------- ---------- ---------- ----------
Earnings (loss) before income taxes 752 (695) 537 (1,332)
Provision for income taxes (301) (235) (238) (235)
---------- ---------- ---------- ----------
Net earnings $ 451 $ (930) $ 299 $ (1,567)
========== ========== ========== ==========
Net earnings per common share $ 0.08 $ (0.22) $ 0.05 $ (0.34)
========== ========== ========== ==========
Weighted-average number of common
shares outstanding 5,559,427 4,181,183 6,423,034 4,665,400
========== ========== ========== ==========
See accompanying notes
-4-
5
DBT ONLINE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Year ended December 31, 1995 and
Nine Months Ended September 30, 1996 (Unaudited)
(Dollars in thousands)
Common Stock
------------------------- Capital Retained
Shares Issued in Excess of Earnings
and Outstanding Amount Par Value (Deficit) Total
--------------- ------ --------- --------- -----
Balance, December 31, 1994 3,937,645 $ 4 $ 79 $ 470 $ 553
S-Corporation distributions paid -- -- -- (117) (117)
Record distributions payable
and other adjustments upon
S-Corporation termination -- -- 231 (435) (204)
Issuance of common stock for
acquisitions and cash 1,189,979 1 3,558 -- 3,559
Net loss -- -- -- (1,192) (1,192)
--------- --------- --------- --------- ---------
Balance, December 31, 1995 5,127,624 5 3,868 (1,274) 2,599
Adjustment for change in par value 507 (507)
Stock issued for Acquisition 2,565,851 257 14,491 -- 14,748
Shares issued upon exercise of
stock options 30,000 3 140 -- 143
Net earnings -- -- -- 451 451
--------- --------- --------- --------- ---------
Balance, September 30, 1996 7,723,475 $ 772 $ 17,992 $ (823) $ 17,941
========= ========= ========= ========= =========
See accompanying notes
-5-
6
DBT ONLINE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
Nine Months Nine Months
Ended Ended
9-30-96 9-30-95
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings from operations $ 451 $ (930)
Adjustments to reconcile net earnings
to net cash provided by operations:
Depreciation and amortization 1,861 580
Deferred income taxes (123) 155
Loss on IRB transaction -- 1,528
Change in operating assets and liabilities:
Decrease (increase) in receivables, net of
Increase (decrease) in due to other laser
patent interest holders (735) (595)
Decrease (increase) in prepaid expenses (119) (36)
Increase (decrease) in all other current liabilities 540 1,022
Increase (decrease) in income taxes payable (990) --
------- -------
Net cash provided by operating activities 885 1,724
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (4,970) (2,040)
IRB transaction -- (1,445)
Acquisition of data, and other (191) (226)
------- -------
Net cash used in investing activities (5,161) (3,711)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 143 3,085
Net change in bank line-of-credit 500 100
Proceeds from bank borrowings 1,744 1,100
Repayment of debt (903) (342)
S-Corporation distributions -- (117)
Cash Acquired in Acquisition 8,505 --
------- -------
Net cash provided by financing activities 9,989 3,826
------- -------
Net increase in cash 5,713 1,839
Cash, beginning of period 1,643 156
------- -------
Cash, end of period $ 7,356 $ 1,995
======= =======
Supplemental cash flow information:
Interest paid $ 212 $ 63
======= =======
Income taxes paid $ 883 $ 17
======= =======
-6-
See accompanying notes
7
DBT ONLINE, INC. AND SUBSIDIARIES
ITEM 1. FINANCIAL STATEMENTS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include
the accounts of DBT Online, Inc. (the "Company") and its wholly-owned
subsidiaries, Database Technologies, Inc., a Florida corporation ("DBT"), and
Patlex Corporation, a Pennsylvania corporation ("Patlex"), and are unaudited.
All significant intercompany accounts and transactions have been eliminated. The
accompanying condensed consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of the
results for the interim periods presented. Such adjustments consist solely of
normal recurring accruals. Results for the interim periods are not necessarily
indicative of results for a full year.
As previously reported in the Form 10-KSB for the year ended June 30,
1996, the Company is organized in a holding company structure. The Company was
formerly a wholly-owned subsidiary of Patlex. On August 20, 1996, the former
shareholders of Patlex approved a Plan of Reorganization (the "Reorganization")
pursuant to which the Company was reorganized into a holding company structure
and each share of Patlex common stock was converted into one share of common
stock of the Company. As a result of the Reorganization, Patlex became a
wholly-owned subsidiary of the Company. Also on August 20, 1996, a wholly-owned
subsidiary of the Company merged with DBT (the "Merger"), and DBT became a
wholly-owned subsidiary of the Company. In the Merger, each share of DBT common
stock was converted into approximately 2.95 shares of common stock of the
Company. Pursuant to the terms of the Merger and the Reorganization, the former
shareholders of Patlex own approximately 33.2% of the Company and the former
shareholders of DBT own approximately 66.8% of the Company, based on the number
of shares and options of Patlex and DBT that were outstanding as of August 20,
1996. Although the Company was the surviving corporation in the Merger, for
accounting purposes the transaction is treated as a purchase business
acquisition of Patlex by DBT (a reverse acquisition) and a recapitalization of
DBT. The Company has elected to adopt the fiscal year (calendar year) of DBT,
the accounting acquirer. Assets and liabilities of Patlex acquired in the
transaction are recorded at their fair values as of August 20, 1996. The Company
is the successor registrant to Patlex.
The purchase accounting adjustments are applicable to Patlex, the
acquired company, for accounting purposes. The purchase price of 2,947,714
shares of Company common stock (issued as a result of a calculation based on the
number of shares of Patlex common stock and options to purchase Patlex common
stock outstanding immediately prior to the Merger and deemed to have been issued
in accordance with reverse acquisition accounting) valued at $14,060,000, and
transaction costs of $689,000, have been allocated to Patlex's assets and
liabilities based upon their estimated fair values at August 20, 1996. The fair
values allocated are as follows:
Current Assets $ 8,966,000
Investment in Patents 13,844,000
Other Assets 27,000
Current Liabilities (3,715,000)
Other Liabilities (4,373,000)
-----------
$14,749,000
===========
-7-
8
The Company has not completed the determination of the fair value of
Patlex's net assets. However, the company believes the final valuation will not
result in material differences from those set forth above.
The accompanying condensed consolidated financial statements include
the financial position of the Company and its subsidiaries as of September 30,
1996 and the results of operations of DBT on an historical cost basis for the
periods presented. The results of operations include the results of operations
for Patlex for the period from August 20, 1996, the date of the Reorganization.
NOTE 2. NET EARNINGS PER SHARE
Net earnings per common share for the nine months and three months
ended September 30, 1996 presented herein, were computed by dividing net
earnings for the periods by the weighted-average number of common shares
outstanding during the periods plus common stock equivalent shares issuable upon
exercise of stock options using the treasury stock method. Pro forma net
earnings for the prior periods presented are computed by giving effect to the
number of shares of the Company's common stock which would have been outstanding
had the merger occurred at the beginning of the periods presented with no change
in the number of shares outstanding occurring since those dates.
NOTE 3. STOCKHOLDERS' EQUITY
In connection with the acquisition of Patlex, the Company issued to the
former DBT shareholders 2.93 shares of its common stock for each DBT share.
This exchange was accounted for as a stock split and, accordingly, all share
information presented in the accompanying financial statements has been
restated. In addition, the par value of the Company's common stock issued in
connection with the merger and reorganization was increased to $0.10 from the
$.001 par value of DBT's common stock.
NOTE 4. PRO FORMA INFORMATION
If the Merger and Reorganization had been completed on January 1, 1995,
pro forma results for the nine months ended September 30, 1996 and 1995 would be
as follows (the pro forma information is not necessarily indicative of the
combined results of operations that would have occurred had the Merger and
Reorganization been completed as of January 1, 1995):
Pro forma (Unaudited)
-------------------------------------------
(In Thousands, except per share data) Three Months Nine Months
Ended Ended
September 30, September 30,
1996 1995 1996 1995
---- ---- ---- ----
Revenue $ 6,312 $ 3,663 $17,769 $10,412
Gross Profit (Loss) 1,021 (718) 4,231 1,625
Net Income (Loss) 654 (1,294) 2,729 305
Net Income (Loss) Per Common Share $ 0.09 $ (0.17) $ 0.35 $ 0.04
-8-
9
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.
DBT ONLINE, INC.
/s/ Timothy Leonard
-------------------------------------
Timothy Leonard
Vice President, Finance,
Treasurer and Chief Financial Officer
(Duly authorized officer and chief
financial officer)
Date: March 25, 1997
-9-