NOTIFY TECHNOLOGY CORPORATION
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 30, 2000
or
[_] Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange
Act of 1934 For the Transition Period From ____________ to ______________
Commission File number 000-23025
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NOTIFY TECHNOLOGY CORPORATION
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(Exact name of small business issuer as specified in its charter)
CALIFORNIA 77-0382248
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1054 South De Anza Blvd.
San Jose, CA 95129
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(Address of principal executive offices)
(408) 777-7920
(Issuer's telephone number)
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Check 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
As of June 30, 2000 there were 4,885,291 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format
Yes No X
1
INDEX
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PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements: (unaudited)
Balance Sheets as of June 30, 2000 and September 30, 1999................. 3
Statements of Operations for the three-month and nine-month
periods ended June 30, 2000 and 1999...................................... 4
Statements of Cash Flows for the nine-month periods ended
June 30, 2000 and 1999.................................................... 5
Notes to the Financial Statements......................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 7
PART II. OTHER INFORMATION
Item 2. Change in Securities...................................................... 9
Item 6. Exhibits and Reports on Form 8-K.......................................... 10
SIGNATURES ........................................................................ 10
2
PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements
NOTIFY TECHNOLOGY CORPORATION
BALANCE SHEETS
June, September,
2000 1999
--------- ---------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 654,259 $ 1,594,750
Restricted cash 1,342,633 527,003
Accounts receivable 261,444 677,032
Inventories 624,209 534,467
Prepaid assets 32,672 140,579
------------- -------------
Total current assets 2,915,217 3,473,831
Property and equipment, net 262,338 240,024
Other assets 56,877 72,110
------------- -------------
Total assets $ 3,234,432 $ 3,785,965
============= =============
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 192,578 $ 419,416
Accrued liabilities 606,000 529,745
------------- -------------
Total current liabilities 798,578 949,161
Shareholders' equity:
Common stock 4,885 4,403
Additional paid-in capital 13,763,720 12,039,437
Accumulated deficit (11,332,751) $ (9,207,036)
------------- -------------
Total shareholders' equity 2,435,854 2,836,804
------------- -------------
Total liabilities and shareholders' equity $ 3,234,432 $ 3,785,965
============= =============
See accompanying notes to unaudited financial statements
3
NOTIFY TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
Three-Month Periods Nine-Month Periods
Ended June 30, Ended June 30,
2000 1999 2000 1999
------------ ----------- ----------- -----------
(Unaudited) (Unaudited)
Product sales $ 902,461 $ 482,004 $ 3,656,742 $ 988,858
Cost of sales 591,315 501,814 2,613,861 783,020
----------- ----------- ----------- -----------
Gross profit 311,146 (19,810) 1,042,881 205,838
Operating expenses:
Research & development 339,110 372,476 1,058,683 993,861
Sales and marketing 286,654 188,177 948,641 545,471
General and administrative 428,184 294,051 1,212,852 778,678
----------- ----------- ----------- -----------
Total operating expenses 1,053,948 854,704 3,220,176 2,318,010
----------- ----------- ----------- -----------
Loss from operations (742,802) (874,514) (2,177,295) (2,112,172)
Other (income) and expense, net (11,387) (34,028) (51,580) (71,934)
----------- ----------- ----------- -----------
Net loss $ (731,415) $ (840,486) $(2,125,715) $(2,040,238)
=========== =========== =========== ===========
Basic and diluted net loss per share $ (0.20) $ (0.27) $ (0.60) $ (0.76)
=========== =========== =========== ===========
Weighted average shares outstanding 3,652,714 3,158,756 3,546,010 2,699,465
=========== =========== =========== ===========
See accompanying notes to unaudited financial statements
4
NOTIFY TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
Nine-Month Periods
Ended June 30,
2000 1999
---------------------------
(Unaudited)
Cash flows used in operating activities:
Net loss $(2,125,715) $(2,040,238)
Adjustments to reconcile net loss to cash used in
Operating activities:
Depreciation and amortization 141,627 47,970
Changes in operating assets and activities:
Accounts receivable 415,589 (216,461)
Inventories (89,743) (248,879)
Accounts payable (226,838) 114,134
Accrued liabilities 76,255 (92,442)
Other current assets 64,701 109,105
--------------------------
Net cash used in operating activities (1,744,124) (2,326,811)
--------------------------
Cash flows used in investing activities:
Expenditures for property & equipment (105,502) (88,798)
Cash flows provided by financing activities:
Proceed from issuance of common stock 505 3,044,200
Proceeds from exercise of options and warrants 1,724,260 7,374
Repayments of notes receivable from shareholders -- 4,371
--------------------------
Net cash provided by financing activities 1,724,765 3,055,945
--------------------------
Net increase/(decrease) in cash and cash equivalents (124,861) 640,336
Cash and cash equivalents at beginning of period 2,121,753 2,117,613
--------------------------
Cash and cash equivalents at end of period $ 1,996,892 $ 2,757,949
==========================
See accompanying notes to unaudited financial statements
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NOTIFY TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Notify Technology
Corporation (referred to as "we", "us" and "our" unless the context otherwise
requires) have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions of Regulation
S-B Item 310(b) and Article 10 of Regulation S-X. The balance sheet as of June
30, 2000, and the statements of operations for the three-month and nine-month
periods ended June 30, 2000 and 1999 and the statements of cash flows for the
nine-month periods ended June 30, 2000 and 1999 are unaudited but include all
adjustments (consisting only of normal recurring adjustments), which we consider
necessary for a fair presentation of the financial position at such date and the
operating results and cash flows for those periods. Although we believe that the
disclosures in these financial statements are adequate to make the information
presented not misleading, certain information normally included in financial
statements and related footnotes prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The accompanying
financial statements should be read in conjunction with the financial statements
and notes thereto included in our Annual Report on Form 10-KSB for the year
ended September 30, 1999.
Results for any interim period are not necessarily indicative of results
for any other interim period or for the entire year.
The Company's financial statements are prepared and presented on a basis
assuming it continues as a going concern. At June 30, 2000, the Company had an
accumulated deficit of $11,332,751 and incurred a net loss of $3,123,284 and
$2,125,715 for the year ended September 30, 1999 and the nine month period ended
June 30, 2000, respectively. The Company's recently developed products will need
to attain favorable market acceptance to continue its research and development
activities and fund operating expenses. Management believes that sufficient
funds will be available from cash, cash equivalents, and operating activities to
support the planned level of operations through September 30, 2000 but not
beyond. There can be no assurance that the Company's new products will attain
favorable market acceptance. If the Company is unable to attain certain revenue
goals or raise additional funding, significant reductions in spending and the
delay or cancellation of planned activities or more substantial restructuring of
the Company may be necessary. In such an event, the Company intends to implement
expense reduction plans in a timely manner. These actions would have material
adverse effects on the Company's business, results of operations, and prospects.
The Company's ability to fund its operations beyond September 30, 2000 depends
upon its success in raising additional financing. Management is currently
evaluating a number of alternatives but does not have any firm commitments.
2. NET LOSS PER SHARE
Net loss per share is computed using the weighted-average number of shares
of common stock outstanding during the periods presented. Potential common
shares are excluded from the computation as their effect is antidilutive in
accordance with the Financial Accounting Standards Board Statement No. 128,
"Earnings per Share" (SFAS 128), SFAS 128. The weighted average number of common
shares used in the net loss per share calculation was reduced by the common
stock and common stock equivalents placed in escrow in connection with the our
initial public offering.
3. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These assumptions affect the reported amounts of assets and
liabilities, the 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 these estimates.
4. CASH EQUIVALENTS
Cash equivalents consist mainly of money market funds. As of June 30, 2000,
we had no material investments in debt or equity securities.
6
5. INVENTORIES
Inventories consist principally of raw materials and subassemblies, which
are stated at lower of cost (first-in, first-out) or market.
June 30,
2000
----------------------
Raw Materials $ 115,704
Work In Process 344,491
Finished Goods 164,014
----------------------
$ 624,209
======================
6. INCOME TAXES
Due to our loss position, there was no provision for income taxes for the
three-month and nine-month periods ended June 30, 2000 and 1999.
7. COMMITMENTS
At June 30, 2000, we had $1,342,633 of outstanding letters of credit to our
suppliers. These letters of credit are secured by cash and cash equivalents of
$1,342,633, which is included in restricted cash.
8 SHAREHOLDERS' EQUITY
On October 12, 1999, we received proceeds of $1,121,760 from the exercise
of warrants to purchase 311,600 shares of common stock and on February 16, 2000,
we received proceeds of $560,880 from the exercise of warrants to purchase
155,800 shares of common stock.
On February 23, 2000, the shareholders of the Company approved a 500,000
share increase in the number of shares issuable under the 1997 Stock Plan.
9. NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition," which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic criteria that must be
met in order to recognize revenue and provides guidance for disclosures related
to revenue recognition policies. Although we have not fully assessed the impact
of adopting SAB 101 on our financial position and results of operations in 2000
and thereafter, we do not expect the effect, if any, to be material.
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN"), "Accounting for Certain Transactions Involving
Stock Compensation - an Interpretation of APB Opinion No. 25". FIN 44 clarifies
the application of APB Opinion No. 25 and, among other issues, clarifies the
following: the definition of an employee for purposes of applying APB Opinion
No. 25; the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequence of various modifications to the
terms of the previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. We do not
expect the application of FIN 44 to have a material impact on our financial
position or results of operations.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I - Item 1 of this
Quarterly Report and the audited financial statements and notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in our Annual Report on Form 10-KSB for the year ended
September 30, 1999.
7
RESULTS OF OPERATIONS
Revenue consists of gross revenue less product returns. Sales of the Call
Manager product, which began shipping in the third quarter of fiscal 1999,
represented 62% of our revenue in the three month period ended June 30, 2000
compared to 48% of our revenue in the three month period ended June 30, 1999 and
67% of our revenue in the nine month period ended June 30, 2000 compared to 24%
of our revenue in the nine month period ended June 30, 1999. Sales of the
Centrex Receptionist represented 23% of our revenue in the three month period
ended June 30, 2000 compared to 42% in the three month period ended June 30,
1999 and 20% of our revenue in the nine month period ended June 30, 2000
compared to 56% in the nine month period ended June 30, 1999. Sales of the
MessageAlert represented 1% of our revenue in the three month period ended June
30, 2000 compared to 10% in the three month period ended June 30, 1999 and 1% of
our revenue in the nine month period ended June 30, 2000 compared to 20% in the
nine month period ended June 30, 1999.
Revenue for the three month period ended June 30, 2000 increased to
$902,461 from $482,004 for the three month period ended June 30, 1999. Revenue
for the nine month period ended June 30, 2000 increased to $3,656,742 from
$988,858 for the nine month period ended June 30, 1999. Revenue was up from the
previous year due to telephone company caller-id promotions utilizing our Call
Manager product.
Sales to telephone companies were 95% and 90% of revenue for the three-
month periods ended June 30, 2000 and 1999, respectively. Sales to telephone
companies consisted of 93% and 86% of revenue for the nine-month periods ended
June 30, 2000 and 1999, respectively. One customer accounted for 27% and 46% of
sales in the three-month periods ended June 30, 2000 and 1999, respectively. Two
other customers accounted for 27% and 20% of sales in the three month period
ended June 30, 2000.
Most of the Call Manager revenue in the three-month and nine-month periods
ended June 30, 2000 was derived from telephone company promotional programs
utilizing the Call Manager product as a customer acquisition device. Conversely,
most of the revenue from the Centrex Receptionist came from continuing, non-
promotional telephone company programs resulting in more consistent sales. As
the timing and size of promotional programs using our Call Manager products is
uncertain, we anticipate we will continue to experience substantial variances in
quarterly revenue.
Cost of sales consists primarily of the cost to manufacture our products.
Cost of sales increased to $591,315 in the three month period ended June 30,
2000 from $501,814 for the three month period ended June 30, 1999. Cost of sales
increased to $2,613,861 in the nine month period ended June 30, 2000 from
$783,020 for the nine month period ended June 30, 1999. This increase was the
result of increased sales of the Call Manager product line.
Our gross margin performance increased to 34.5% in the three month period
ended June 30, 2000 compared to (4.1)% in the three month period ended June 30,
1999. The gross margin for the three month period ended June 30, 1999 was
negatively impacted by our recording an inventory write-down of $119,178 in such
period. Our gross margin performance increased to 28.5% in the nine month period
ended June 30, 2000 compared to 20.8% in the nine month period ended June 30,
1999. This increase was the result of reductions in the cost of the Call Manager
100.
Research and development expense consists primarily of personnel costs,
testing expense, contract engineering expense and supply expenses. Research and
development expense decreased to $339,110 for the three month period ended June
30, 2000 from $372,476 for the three month period ended June 30, 1999 and
$1,058,683 for the nine month period ended June 30, 2000 versus $993,861 for the
nine month period ended June 30, 1999. The change in research and development
costs reflects the change in focus from developing hardware to developing
software that supports our Got Mail service and our expansion into 2-way
wireless applications.
Sales and marketing expense consists primarily of personnel costs, show
expense, travel costs and sales commissions related to our sales and marketing
efforts. Sales and marketing costs increased to $286,654 for the three month
period ended June 30, 2000 from $188,177 for the three month period ended June
30, 1999 and $948,641 for the nine month period ended June 30, 2000 compared to
$545,471 for the nine month period ended June 30, 1999. Salaries increased due
to the addition of a Vice President of Sales and a Vice President of Marketing
and the increase in the size of the customer service department. We have been
expanding our ability to manage the rollout of the Got Mail product line and to
provide better support
8
for the growing Call Manager and Centrex Receptionist product lines. We also
made a larger investment in promoting our products at the Consumer Electronics
Show held in Las Vegas in January 2000.
General and administrative expense consists of general management and
finance personnel costs, occupancy expense, investor and public relations costs,
accounting expense and legal expense. General and administrative expenses
increased to $428,184 for the three month period ended June 30, 2000 from
$294,051 for the three month period ended June 30, 1999 and increased to
$1,212,852 for the nine month period ended June 30, 2000 from $778,678 for the
nine month period ended June 30, 1999. The increase is primarily due to
increased public and investor communication efforts, the cost of public filings
and additional space costs.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial statements are prepared and presented on a basis
assuming it continues as a going concern. At June 30, 2000, the Company had an
accumulated deficit of $11,332,751 and incurred a net loss of $3,123,284 and
$2,125,715 for the year ended September 30, 1999 and the nine month period ended
June 30, 2000, respectively. The Company's recently developed products will need
to attain favorable market acceptance to continue its research and development
activities and fund operating expenses. Management believes that sufficient
funds will be available from cash, cash equivalents, and operating activities to
support the planned level of operations through September 30, 2000 but not
beyond. There can be no assurance that the Company's new products will attain
favorable market acceptance. If the Company is unable to attain certain revenue
goals or raise additional funding, significant reductions in spending and the
delay or cancellation of planned activities or more substantial restructuring of
the Company may be necessary. In such an event, the Company intends to implement
expense reduction plans in a timely manner. These actions would have material
adverse effects on the Company's business, results of operations, and prospects.
The Company's ability to fund its operations beyond September 30, 2000 depends
upon its success in raising additional financing. Management is currently
evaluating a number of alternatives but does not have any firm commitments.
Cash used in operating activities decreased to $1,744,124 for the nine
month period ending June 30, 2000 from $2,326,811 for the nine month period
ending June 30, 1999. Cash used in operating activities for the nine month
period ending June 30, 2000 was related to meeting operating costs and inventory
for the Call Manager and Centrex Receptionist product lines.
Cash provided by financing activities relate primarily to the proceeds of
$1,719,634 from the exercise of warrants to purchase 477,115 shares of common
stock during the nine month period ended June 30, 2000.
FORWARD LOOKING STATEMENTS
Statements in this report regarding product development efforts, capital
resources and future business activities are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and are subject
to the safe harbors created thereby. These forward looking statements include,
but are not limited to our statement that sufficient funds will be available to
support our current level of expenditures through September 30, 2000. Actual
results could differ materially from these forward-looking statements as a
result of the following factors: business conditions and growth in the
telecommunications industry and general economics, both domestic and
international; lower than expected customer orders and timing of actual orders;
the timing and extent to which telephone companies adopt, initiate and promote
programs involving our products; competition from other suppliers of telephony
adjunct devices; changes in product mix or distribution channels; technological
difficulties and resource constraints encountered in developing new products;
and additional factors discussed from time to time in our public reports filed
with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
ITEM 2. CHANGE IN SECURITIES
(c) Sale of Unregistered Securities
On April 19, 2000, Mr. Lar Karlsson exercised 5,401 warrants and received a
total of 5,401 shares of common stock underlying the warrants for an aggregate
exercise price of $27,275.
9
On March 3, 2000, Mr. Arthur Laursen exercised 1,800 warrants and received
a total of 1,800 shares of common stock underlying the warrants for an aggregate
exercise price of $9,090.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Bylaws of Registrant. (incorporated
herein by reference to Exhibit (3.2) to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form SB-2,
Reg. No. 333-23369, filed on April 18, 2000)
10.1 Amendment No. 1 dated February 23, 2000 to Employment
Agreement dated as of August 1, 1997 between Registrant and Paul
DePond. (incorporated herein by reference to Exhibit (10.2) to
Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form SB-2, Reg. No. 333-23369, filed on April 18,
2000)
10.2 Amendment No. 1 dated February 23, 2000 to Employment
Agreement dated as of August 1, 1997 between Registrant and
Gaylan Larson. (incorporated herein by reference to Exhibit
(10.4) to Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form SB-2, Reg. No. 333-23369, filed on
April 18, 2000)
10.3 Amendment No. 1 dated February 23, 2000 to Employment
Agreement dated as of August 1, 1997 between Registrant and
Gerald Rice. (incorporated herein by reference to Exhibit (10.6)
to Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form SB-2, Reg. No. 333-23369, filed on
April 18, 2000)
10.4 Registrant's 1997 Stock Plan, as amended. (incorporated
herein by reference to Exhibit (10.9) to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form SB-2,
Reg. No. 333-23369, filed on April 18, 2000)
10.5 Stock Option Agreement dated November 11, 1999 between
Registrant and Dane Russell. (incorporated herein by reference to
Exhibit (10.15) to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form SB-2, Reg. No. 333-
23369, filed on April 18, 2000)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during the
quarter ended June 30, 2000, for which this report is filed.
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.
NOTIFY TECHNOLOGY CORPORATION
Dated: August 14, 2000
/s/ Gerald W. Rice
Chief Financial Officer
(Principal Financial and Accounting
Officer)
10