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EXHIBIT NO. 19
REPORTS FURNISHED TO SECURITY-HOLDERS
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[LOGO - DELOITTE & TOUCHE]
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DELOITTE & TOUCHE LLP Telephone: (513) 784-7100
250 East Fifth Street
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT ACCOUNTANTS' REPORT
To the Directors of
Cintech Tele-Management Systems, Inc.
We have reviewed the accompanying condensed balance sheets of Cintech
Tele-Management Systems, Inc. (the "Company") as of September 30, 1998 and 1997
and the related condensed statements of operations, stockholders' equity and
cash flows for the three months then ended (all expressed in U.S. dollars).
These financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of the Company as of June 30, 1998, and the related
statements of operations, stockholders' equity, and cash flows for the year then
ended (not presented herein); and in our report dated August 26, 1998, we
expressed an unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying condensed balance sheet as of June
30, 1998 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
/s/ Deloitte & Touche LLP
October 26, 1998
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DELOITTE TOUCHE
TOHMATSU
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CINTECH TELE-MANAGEMENT SYSTEMS, INC.
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1998, JUNE 30, 1998 AND SEPTEMBER 30, 1997
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SEPTEMBER 30, SEPTEMBER 30,
ASSETS 1998 JUNE 30, 1997
(UNAUDITED) 1998 (UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 1,701,860 $ 913,699 $ 378,167
Marketable securities (Note 2) 1,384,260 916,832 602,048
Accounts receivable, trade - (Net of
allowance of $34,211, $28,397 and
$60,431 at September 30, 1998, June 30, 1998,
and September 30, 1997, respectively) (Note 1) 1,543,144 1,523,058 1,058,752
Inventory (Note 1) 69,301 87,472 98,701
Prepaid expenses 37,949 28,450 11,782
----------- --------- ---------
Total current assets 4,736,514 3,469,511 2,149,450
----------- --------- ---------
FIXED ASSETS (Note 1):
Equipment 693,064 668,065 636,985
Furniture and fixtures 146,592 146,592 120,269
----------- --------- ---------
Total 839,656 814,657 757,254
Less accumulated depreciation (729,304) (703,804) (654,923)
----------- --------- ---------
Total fixed assets - net 110,352 110,853 102,331
----------- --------- ---------
Software development costs - net (Note 1) 265,460 225,117 368,186
----------- --------- ---------
TOTAL $ 5,112,326 $ 3,805,481 $ 2,619,967
=========== =========== ===========
See notes to financial statements.
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SEPTEMBER 30, SEPTEMBER 30,
LIABILITIES AND 1998 JUNE 30, 1997
STOCKHOLDERS' EQUITY (UNAUDITED) 1998 (UNAUDITED)
CURRENT LIABILITIES:
Accounts payable $ 400,016 $ 201,292 $ 484,845
Accrued liabilities:
Accrued salaries 278,222 222,562 137,495
Accrued payroll taxes 25,544 13,660 11,559
Accrued vacation 73,187 86,782 89,349
Other 288,512 300,302 172,334
Current portion of note payable (Note 4) 15,000
Deferred maintenance revenue (Note 1) 503,567 442,611 311,502
--------- --------- ---------
Total current liabilities 1,569,048 1,267,209 1,222,084
--------- --------- ---------
STOCKHOLDERS' EQUITY (Notes 1, 5, 6):
Common stock 8,982,842 8,982,842 8,982,842
Contributed capital 675,757 675,757 675,757
Treasury stock (2,290) (2,290) (2,290)
Accumulated deficit (6,113,031) (7,118,037) (8,258,426)
--------- --------- ---------
Total stockholders' equity 3,543,278 2,538,272 1,397,883
--------- --------- ---------
TOTAL $ 5,112,326 $ 3,805,481 $ 2,619,967
=========== =========== ===========
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CINTECH TELE-MANAGEMENT SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
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1998 1997
NET SALES (Note 1) $3,292,092 $2,056,750
COST OF PRODUCTS SOLD (Note 1) 380,559 305,455
PROVISION FOR OBSOLETE INVENTORY (Note 1) 4,500 7,000
AMORTIZATION OF DEFERRED SOFTWARE
DEVELOPMENT COSTS (Note 1) 36,000 36,000
LICENSING FEES (Note 1) 639,323 333,074
---------- ----------
GROSS PROFIT 2,231,710 1,375,221
RESEARCH AND DEVELOPMENT 102,671 132,307
SELLING, GENERAL AND ADMINISTRATIVE (Notes 1, 3) 1,140,237 1,145,090
---------- ----------
INCOME FROM OPERATIONS 988,802 97,824
OTHER INCOME 16,204 7,960
---------- ----------
NET INCOME $1,005,006 $ 105,784
========== ==========
BASIC AND DILUTED EARNINGS
PER COMMON SHARE (Note 5) $ 0.08 $ 0.01
========== ==========
See notes to financial statements
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CINTECH TELE-MANAGEMENT SYSTEMS, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
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Common Total
Stock Contributed Treasury Accumulated Stockholders'
No Par Value Capital Stock Deficit Equity
BALANCE AT JUNE 30, 1997 $ 8,982,842 $ 675,757 $ (2,290) $(8,364,210) $ 1,292,099
NET INCOME 105,784 105,784
----------- ----------- ----------- ----------- -----------
BALANCE AT SEPTEMBER 30, 1997 $ 8,982,842 $ 675,757 $ (2,290) $(8,258,426) $ 1,397,883
=========== =========== =========== =========== ===========
BALANCE AT JUNE 30, 1998 $ 8,982,842 $ 675,757 $ (2,290) $(7,118,037) $ 2,538,272
NET INCOME 1,005,006 1,005,006
----------- ----------- ----------- ----------- -----------
BALANCE AT SEPTEMBER 30, 1998 $ 8,982,842 $ 675,757 $ (2,290) $(6,113,031) $ 3,543,278
=========== =========== =========== =========== ===========
See notes to financial statements
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CINTECH TELE-MANAGEMENT SYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
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1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,005,006 $ 105,784
----------- -----------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 25,500 46,500
Amortization of software development costs 36,000 36,000
Provision for obsolete inventory 4,500 7,000
Provision for doubtful accounts 5,814 22,827
Changes in assets and liabilities:
Increase in accounts receivable (25,900) (114,297)
Decrease (increase) in inventory 13,671 (4,286)
(Increase) decrease in prepaid expenses (9,499) 8,001
Increase (decrease) in accounts payable 198,724 (48,258)
Increase in accrued expenses 42,159 40,858
Increase in deferred maintenance revenue 60,956 135,177
----------- -----------
Total adjustments 351,925 129,522
----------- -----------
Net cash provided by operating activities 1,356,931 235,306
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (467,428) (232,287)
Purchase of fixed assets (24,999) (4,496)
Expenditures for software development costs (76,343) (45,856)
----------- -----------
Net cash used in investing activities (568,770) (282,639)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on notes payable (15,000)
----------- -----------
Net cash used in financing activities (15,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 788,161 (62,333)
CASH AND CASH EQUIVALENTS:
Beginning of period 913,699 440,500
----------- -----------
End of period $ 1,701,860 $ 378,167
=========== ===========
See notes to financial statements.
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CINTECH TELE-MANAGEMENT SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 1998 AND AS OF SEPTEMBER 30, 1998 AND 1997 AND FOR THE
THREE-MONTH PERIODS THEN ENDED (INFORMATION RELATED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998 AND 1997 IS UNAUDITED)
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS - The Company develops and markets computer software in
the emerging Computer-to-Telephone Integration (CTI) industry which
integrates the voice functions of the telephone with the data functions of
the computer to provide various business applications. This provides the
means for small to mid-sized offices to take advantage of the rapid
advances and emerging capabilities of CTI. Cintech has key strategic
product partnerships with Nortel and NEC America. These strategic product
partnerships provide the Company with extensive distribution
opportunities.
BASIS OF PRESENTATION - The financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions to Form 10-QSB and Rule 10-01 of Regulation S-X and are
expressed in United States dollars. The differences in accounting
principles generally accepted in the United States of America and Canada
are described in Note 8. The information disclosed in the notes to the
financial statements included in the Company's Annual Report on Form
10-KSB for the year ended June 30, 1998 has not changed materially unless
otherwise disclosed herein. Financial information as of June 30, 1998
included in these financial statements has been derived from the audited
financial statements included in that report. In management's opinion all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the interim periods have been made.
Results of operations are not necessarily indicative of the results
that may be expected for future interim periods or for the full year.
USE OF ESTIMATES - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
REVENUE - Generally, the Company records revenue from product sales when
the product is shipped. Contracts with certain distributors may have terms
which cause the Company to record revenue when the product is sold to
third parties. Also, the Company records an estimate of potential future
returns of product sold at the time of sale.
DEFERRED MAINTENANCE REVENUE - The Company sells product maintenance
agreements which provide for repair of hardware and no-cost upgrade of
software. These agreements normally cover a one-year period with revenue
being recognized on a straight-line basis over the maintenance period.
WARRANTY RESERVE - At the time of sale, the Company accrues for warranty
costs relating to hardware replacement or on site support to be provided
during the first twelve months following the sale. Costs associated with
supporting product under warranty are charged to the reserve instead of
current period
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cost. The reserve, included in other accrued liabilities in the
financial statements, is adjusted periodically based upon actual
experience.
DEPRECIATION - Fixed assets are carried at cost. Depreciation is computed
using an accelerated method over the following useful lives:
Equipment 5 years
Furniture and Fixtures 7 years
Computer equipment 3 years
INVENTORY - Inventories are valued at the lower of cost or market, with
cost being computed using the first-in, first-out method. Inventories
consist of:
September 30, June 30, September 30,
1998 1998 1997
Literature and other documentation $ 22,146 $ 27,107 $ 39,985
Computer hardware 898,877 933,500 961,449
Allowance for obsolete inventory (851,722) (873,135) (902,733)
-------- -------- --------
Total inventory $ 69,301 $ 87,472 $ 98,701
======== ======== ========
SIGNIFICANT CUSTOMERS - Most of the Company's sales are to distributors in
the telephony industry. The Company had sales to major distributors, as
follows:
Sales for the Three Months Ended Sept 30,
1998 1997
----------------------- ---------------------------
Amount % Amount %
Distributor A $ 2,317,041 70 % $ 1,101,427 54 %
Distributor B 258,793 13 %
----------- ---- ----------- ----
Total $ 2,317,041 70 % $ 1,360,220 67 %
=========== ==== =========== ====
The Company had gross accounts receivable from major distributors, each of
which was in excess of 10% of the Company's total accounts receivable, as
follows:
PERCENT OF
GROSS
ACCOUNTS
DISTRIBUTORS RECEIVABLE
September 30, 1998 1 71 %
June 30, 1998 1 86 %
September 30, 1997 2 66 %
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INTERNATIONAL SALES - The Company had international sales as follows:
SALES FOR THE THREE MONTHS
SEPTEMBER 30,
-------------------------------------------------
1998 1997
----------------------- -----------------------
Amount % Amount %
Canada $ 15,355 0 % $ 55,729 3 %
Other % 22,103 1
-------- --- -------- ---
Total $ 15,355 0 % $ 77,832 4 %
======== === ======== ===
SOFTWARE DEVELOPMENT COSTS - Costs incurred internally for creation of the
computer software product are charged to research and development expense
when incurred until technological feasibility has been established for the
product. Thereafter, until general release, all software production costs
are capitalized and subsequently reported at the lower of amortized cost
or net realizable value. The capitalized costs are amortized on a
straight-line basis over the estimated economic life of the product.
Costs capitalized were $76,343 and $45,856 and related amortization was
$36,000 for the three months ended September 30, 1998 and 1997. The
Company periodically evaluates the capitalized cost relative to potential
sales and accelerates the write-off when appropriate.
LICENSING FEE - The Company has agreements with distributors which require
the payment of a license fee on certain software sales made by the
distributors. This license fee is for the distribution of the Company's
products.
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of certain of the
Company's financial instruments, such as cash, trade accounts receivable
and trade accounts payable, approximate their fair values.
ACCOUNTING CHANGES - In 1997, the FASB issued Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information."
This statement, which is effective for the 1999 fiscal year, expands or
modifies disclosures and, accordingly, will have no impact on the
Company's reported financial position, result of operations or cash flows.
In 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, which is effective
for all periods beginning after June 15, 1999, will have no impact on the
Company's reported financial position, results of operations or cash
flows.
The Company adopted FASB Statement No. 128, "Earnings Per Share," during
the quarter ended December 31, 1997. Earnings per share of prior periods
have been restated (see Note 5). The Company also adopted FASB Statement
No. 130, "Reporting Comprehensive Income" during the quarter ended
September 30, 1998. However, as the Company had no items of comprehensive
income, there was no impact on the Company's financial statements.
CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, the
Company considers all money market instruments to be cash equivalents.
RECLASSIFICATION - Certain fiscal year 1998 amounts have been reclassified
in order to conform to fiscal year 1999 presentation.
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2. MARKETABLE SECURITIES
The Company maintains various investments in treasury bills and federal
agency notes which are classified as held-to-maturity and are reported at
amortized cost in accordance with FASB Statement No. 115 "Accounting for
Certain Investments in Debt and Equity Securities". All items mature
within one year. The cost and market value of the investments are
summarized below:
NET
AMORTIZED UNREALIZED
DESCRIPTION COST MARKET GAIN (LOSS)
September 30, 1998 - Federal Agency Notes $ 1,384,260 $ 1,384,585 $ 325
=========== =========== =====
June 30, 1998 - Federal Agency Notes $ 916,832 $ 915,957 $ (875)
=========== =========== =====
September 30, 1997 - US Treasury Bills/Federal Notes $ 602,048 $ 602,503 $ 455
=========== =========== =====
3. OPERATING LEASES
OPERATING LEASES - The Company leases its office facility in Norwood,
Ohio. This operating lease, which began in March 1995 and expires in April
2002, calls for escalating lease payments over the term of the lease. The
Company records lease expense on a straight-line basis over the life of
the lease.
The annual minimum rent to be paid under the operating lease agreement for
the facility in Norwood, Ohio is as follows:
Period Ending September 30:
1999 $ 205,000
2000 213,750
2001 220,000
2002 128,331
Rent expense for the leased office space was $73,277 in each of the
three-month periods ended September 30, 1998 and 1997.
4. NOTE PAYABLE
The Company had a Term Note Payable - Bank bearing interest at the prime
lending rate (8.25%) which was paid in full, principal and interest, on
December 19, 1997.
5. CAPITAL STOCK AND INCOME PER SHARE
The following schedule is a summary of the Company's shares of capital
stock at September 30, 1998, June 30, 1998, and September 30, 1997.
Common In
Authorized Issued Outstanding Treasury
Balance 15,000,000 12,281,751 12,279,751 2,000
========== ========== ========== =====
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Income per common share was based on the weighted average number of common
shares outstanding during each period.
In accordance with FASB No. 128 "Earning Per Share," the Company's basic and
diluted earning per share were determined as follows:
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
------------------------------------ ------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
BASIC EPS
Income available to
common stockholders $ 1,005,006 12,279,751 $ 0.08 $ 105,784 12,279,751 $ 0.01
EFFECT OF DILUTIVE SECURITIES
Stock options 153,110 53,872
----------- ---------- ------ --------- ---------- ------
DILUTED EPS
Income available to
common stockholders
and assumed conversions $ 1,005,006 12,432,861 $ 0.08 $ 105,784 12,333,623 $ 0.01
=========== ========== ====== ========= ========== ======
6. STOCK OPTION PLAN
During 1994, the Board of Directors approved a plan providing for the
granting, to employees, options for the purchase of a maximum of 1,500,000
shares of common stock. In 1996, the plan was amended to provide for
non-employee eligibility. Excluding the options granted in February 1994,
all options have been granted at an exercise price equal to the fair
market value at the date of grant and become exercisable equally over a
four-year period. The February 1994 options were granted at a price below
fair market value at the date of grant and were subsequently adjusted to
market. The 1994 options granted became exercisable equally over a
two-year period. All options expire at the end of ten years from the date
of grant.
The Company has adopted the disclosure only provision of SFAS No. 123 and
applies APB Opinion No. 25 in accounting for its stock options. Proforma
disclosure reflecting the financial impact of compensation cost for stock
option grants made in fiscal year 1998 and 1997, determined using the fair
value method consistent with SFAS No. 123, were presented in the footnotes
to the 1998 annual report.
7. INCOME TAXES
Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax basis of assets and liabilities
that will result in taxable or deductible amounts in the future based on
enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.
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Deferred taxes consist of the following:
SEPTEMBER 30, JUNE 30, SEPTEMBER 30,
1998 1998 1997
Current deferred tax asset:
Deferred revenue $ 171,213 $ 150,488 $ 105,911
Inventory reserve 289,585 296,866 306,929
Accrued compensation 8,197 8,197 7,581
Reserves not currently deductible 11,632 9,655 20,546
Accrued rent 25,543 26,554 25,231
----------- ----------- -----------
Total 506,170 491,760 466,198
Less valuation allowance (506,170) (491,760) (466,198)
----------- ----------- -----------
Net $ -- $ -- $ --
=========== =========== ===========
Non-current deferred tax asset:
Net operating loss carryforward $ 1,674,180 $ 2,027,953 $ 2,276,079
Research and development credits 184,425 178,925 162,225
----------- ----------- -----------
Total 1,858,605 2,206,878 2,438,304
Non-current deferred tax liability:
Deferred software development costs (90,256) (76,540) (116,973)
----------- ----------- -----------
Net non-current deferred tax asset 1,768,349 2,130,338 2,321,331
Less valuation allowance (1,768,349) (2,130,338) (2,321,331)
----------- ----------- -----------
Net $ -- $ -- $ --
=========== =========== ===========
The provision for income taxes for the three months ended September 30,
1998 and 1997 consists of the following:
1998 1997
Current provision $ -- $ --
Deferred provision 347,579 32,028
--------- ---------
Total 347,579 32,028
Decrease in the valuation allowance (347,579) (32,028)
--------- ---------
Income tax expense $ -- $ --
========= =========
At September 30, 1998, the Company has net operating loss carryforwards of
approximately $4,900,000 for U.S. Federal tax purposes. Such loss carryforwards,
if unused as offsets to future taxable income, will expire beginning in 2002 and
continuing through 2011. Also at September 30, 1998, for U.S. Federal tax
purposes, the Company has research and development credit carryforwards
available to offset future income taxes of approximately $184,000 which will
begin to expire in 2002.
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8. RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("CANADIAN GAAP AND U.S. GAAP")
These financial statements have been prepared in accordance with
accounting principles generally accepted in the United States.
During the periods presented, differences between Canadian GAAP and U.S.
GAAP arose as a result of depreciation. For U.S. GAAP purposes, furniture
and fixtures, equipment, and computer equipment are depreciated over
useful lives of seven, five, and three years, respectively, using an
accelerated method. For Canadian GAAP purposes, furniture and fixtures,
equipment, and computer equipment are to be depreciated over useful lives
of five, three, and three years, respectively, using a straight-line
method. The difference in methodology results in a reported US GAAP net
income in excess of Canadian GAAP of $6,517 and $5,546 for the periods
ended September 30, 1998 and 1997, respectively. The difference does not
have a material effect on the earnings per share calculation for either
period.
* * * * * *
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