UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
Commission File No. 0-21713
PRISM SOFTWARE CORPORATION
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(Exact name of small business issuer as specified in its charter)
Delaware 95-2621719
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15500-C Rockfield Blvd., Irvine, CA 92618
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(Address of principal executive offices)
949-855-3100
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(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Title of Each Class of Common Stock Outstanding at July 31, 2005
- ----------------------------------- ----------------------------
Common Stock, par value $.01 per share 141,591,534
Transitional Small Business Disclosure Format (Check One): [ ] Yes [X] No
PRISM SOFTWARE CORPORATION
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet as of June 30, 2005 (Unaudited) 3
Condensed Statements of Operations for the Three and Six
Months Ended June 30, 2005 and 2004 (Unaudited) 4
Condensed Statements of Cash Flows for the Three and Six
Months Ended June 30, 2005 and 2004 (Unaudited) 5
Notes to Condensed Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis or Plan of Operation 8
Item 3. Controls and Procedures 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits 11
Signatures 11
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PRISM SOFTWARE CORPORATION
Condensed Balance Sheet
(Unaudited)
JUNE 30,
2005
-------------
ASSETS
Current assets
Cash $ 105,709
Accounts receivable, net of allowance
for doubtful accounts of $14,369 301,193
Inventory 5,425
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Total current assets 412,327
Equipment, net 50,283
Other 31,662
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$ 494,272
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Notes payable - stockholders $ 41,696
Accrued interest - stockholders 79,872
Accrued expenses - stockholders 30,203
Accounts payable 174,188
Accrued expenses 342,137
Deferred revenue 119,929
-------------
Total current liabilities 788,025
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Long-term liabilities
Notes payable - stockholders $ 9,664,838
Accrued interest - stockholders 873,331
Deferred revenue 5,646
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Total long-term liabilities 10,543,815
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Commitments and contingencies --
Stockholders' deficit
Preferred stock - 5,000,000 shares authorized, $.01 par value;
Series A - 78,800 shares issued and outstanding 788
Common stock - 300,000,000 shares authorized, $.01 par value;
141,591,534 shares issued and outstanding 1,415,915
Additional paid-in capital 11,394,263
Accumulated deficit (23,648,534)
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Total stockholders' deficit (10,837,568)
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$ 494,272
=============
The accompanying notes are an integral part of these financial statements
3
PRISM SOFTWARE CORPORATION
Condensed Statements of Operations
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------- ----------------------------------
2005 2004 2005 2004
-------------- -------------- -------------- --------------
Net sales
Products $ 101,476 $ 99,195 $ 610,606 $ 198,476
Services 69,951 75,228 173,064 131,377
-------------- -------------- -------------- --------------
171,427 174,423 783,670 329,853
-------------- -------------- -------------- --------------
Cost of sales
Products 10,703 1,325 11,478 17,533
Services 106,889 91,201 208,072 180,783
-------------- -------------- -------------- --------------
117,592 92,526 219,550 198,316
-------------- -------------- -------------- --------------
Gross profit 53,835 81,897 564,120 131,537
-------------- -------------- -------------- --------------
Operating expenses
Selling and administrative 316,529 309,523 603,962 631,030
Research and development 90,012 69,360 211,152 128,277
-------------- -------------- -------------- --------------
406,541 378,883 815,114 759,307
-------------- -------------- -------------- --------------
Loss from operations (352,706) (296,986) (250,994) (627,770)
Gain - settling or writing off accounts payable -- -- 17,095 5,926
Interest expense - stockholders (116,902) (157,869) (231,680) (309,344)
Interest expense -- (957) -- (1,924)
-------------- -------------- -------------- --------------
Net loss $ (469,608) $ (455,812) $ (465,579) $ (933,112)
============== ============== ============== ==============
Basic and diluted net loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.01)
============== ============== ============== ==============
Basic and diluted weighted average
number of common shares outstanding 141,592,000 141,592,000 141,592,000 141,592,000
============== ============== ============== ==============
The accompanying notes are an integral part of these financial statements
4
PRISM SOFTWARE CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
SIX MONTHS ENDED
JUNE 30,
--------------------------
2005 2004
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(465,579) $(933,112)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation 14,533 6,837
Gain - settling or writing off accounts payable (17,095) (5,926)
(Increase) decrease in assets
Accounts receivable (230,533) (6,736)
Inventory 175 241
Licenses and other assets (13,321) (11,328)
Increase (decrease) in liabilities
Accounts payable (41,643) (69,556)
Accrued expenses 56,829 360,015
Deferred revenue (177,013) 14,421
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Net cash used by operating activities (873,647) (645,144)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (25,453) (4,066)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable - stockholders 615,000 700,000
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Net cash provided by financing activities 615,000 700,000
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Net increase (decrease) in cash (284,100) 50,790
Cash, beginning of period 389,809 12,024
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Cash, end of period $ 105,709 $ 62,814
========== ==========
Supplemental disclosures:
Cash paid for interest $ -- $ --
Cash paid for income tax $ -- $ --
The accompanying notes are an integral part of these financial statements
5
PRISM SOFTWARE CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2005
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
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The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company and the results of its operations and cash flows for the interim periods
have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's December 31, 2004 audited financial
statements. Certain amounts from prior periods have been reclassified to be
consistent with the presentation of the current period. The results of
operations for the interim periods are not necessarily indicative of the
operating results for the full years.
NOTE 2 - REVENUE RECOGNITION
- ----------------------------
Revenues from the licensing of computer software products are recognized upon
delivery of the products to customers, as there are no significant obligations
remaining after the delivery date. Revenues related to maintenance agreements
are deferred and recognized on a straight line basis over the terms of the
related agreements, generally 12 months. Payments are generally due within 30
days. Management's review of collectibility is an ongoing process, and reserves
are made based on the Company's historical experience with each customer and its
knowledge of each receivable.
NOTE 3 - STOCK-BASED COMPENSATION
- ---------------------------------
Stock options issued under stock-based compensation plans are accounted for
under the recognition and measurement principles of APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations.
The Company has elected to continue to account for stock-based compensation
using the intrinsic value method. Accordingly, compensation is measured as the
excess, if any, of the quoted market price of the Company's common stock at the
date of grant over the amount an employee is required to pay to acquire the
stock. No options were granted or vested during the interim periods presented,
therefore no compensation costs were incurred and the actual net income (or
loss) equals the pro forma net income (or loss) for such periods.
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NOTE 4 - BASIC AND DILUTED NET LOSS PER SHARE
- ---------------------------------------------
Earnings per common share is calculated in accordance with SFAS No. 128,
Earnings per Share. Basic earnings per share is based upon the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is based upon the assumption that all dilutive convertible shares and
stock options were converted or exercised. Dilution is computed by applying the
treasury stock method. Under this method, options are assumed to be exercised at
the beginning of the period (or at the time of issuance, if later) and as if
funds obtained thereby were used to purchase common stock at the average market
price during the period.
The following table illustrates the reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------- - ----------------------------------
2005 2004 2005 2004
-------------- -------------- -------------- --------------
Numerator
Net loss $ (469,608) $ (455,812) $ (465,579) $ (933,112)
Preferred dividends (19,700) (19,700) (19,700) (19,700)
-------------- -------------- -------------- --------------
$ (489,308) $ (475,512) $ (485,279) $ (952,812)
============== ============== ============== ==============
Denominator
Basic and diluted weighted average
number of common shares outstanding 141,592,000 141,592,000 141,592,000 141,592,000
============== ============== ============== ==============
Basic and diluted net loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.01)
============== ============== ============== ==============
The following incremental common shares associated with outstanding options,
warrants and convertible debt are not included in the denominators above as
their effect would be anti-dilutive.
EQUIVALENT NUMBER OF
Common Shares
at June 30,
-------------------------------------
2005 2004
----------------- ------------------
Options 2,985,000 1,685,000
Warrants 0 2,500,000
Convertible debt 94,488,356 783,980,319
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NOTE 5 - GOING CONCERN
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The Company's continued operating losses, limited capital and stockholders'
deficit raise substantial doubt about its ability to continue as a going
concern. Management's plans to continue strengthening the Company's financial
condition and operations include: restructuring the Company's debt and other
liabilities, monitoring costs and cash flow activities, expanding operations
through potential cooperative ventures, continuing to upgrade sales and
marketing efforts and upgrading customer service and product development
efforts. The Company also intends to continue raising capital to fund its
operations, but no assurance can be given that such funding will be available.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
GENERAL
Certain of the statements contained in this report, including those under
"Management's Discussion and Analysis or Plan of Operation," and especially
those contained under "Liquidity and Capital Resources" may be "forward-looking
statements" that involve risks and uncertainties. All forward-looking statements
included in this report are based on information available to Prism Software
Corporation ("the Company") on the date hereof and the Company assumes no
obligation to update any such forward-looking statements. The actual future
results of the Company could differ materially from those statements. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in the Company's Annual Report on Form 10-KSB as well as
risks associated with managing the Company's growth. While the Company believes
that these statements are accurate, the Company's business is dependent upon
general economic conditions and various conditions specific to the document and
content management industry and future trends and results cannot be predicted
with certainty.
RESULTS OF OPERATIONS (THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS
ENDED JUNE 30, 2004)
For the quarter ended June 30, 2005, the Company reported a loss of
approximately $470,000, or $0.00 per share, compared with a loss of
approximately $456,000, or $0.00 per share, for the quarter ended June 30, 2004.
The loss increased approximately $14,000 due primarily to the following:
o Operating revenue decreased approximately $3,000.
o The cost of sales increased approximately $25,000 from
approximately $93,000 to approximately $118,000 due primarily
to a higher cost for services.
o Total operating expenses increased approximately $28,000.
o Interest expense decreased approximately $42,000 due primarily
to lower interest rates on the Company's debt.
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RESULTS OF OPERATIONS (SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS
ENDED JUNE 30, 2004)
For the six months ended June 30, 2005, the Company reported a loss of
approximately $466,000, or $0.00 per share, compared with a loss of
approximately $933,000, or $0.01 per share, for the six months ended June 30,
2004. The loss decreased approximately $468,000 due primarily to the following:
o Operating revenue increased approximately $454,000 due
primarily to higher sales through resellers and original
equipment manufacturers (OEM's), including one sale of over
$400,000 made in the quarter ended March 31, 2005.
o The cost of sales increased approximately $21,000 from
approximately $198,000 to approximately $220,000 due primarily
to a higher cost for services.
o Total operating expenses increased approximately $56,000.
o Interest expense decreased approximately $80,000 due primarily
to lower interest rates on the Company's debt.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2005, the Company had cash and cash equivalents of approximately
$106,000. The principal source of liquidity in the six months ended June 30,
2005 was approximately $615,000 of additional borrowings.
Management anticipates that additional capital will be required to finance the
Company's operations. The Company believes that expected cash flow from
operations, borrowing, and the possible proceeds from sales of securities will
be sufficient to finance the Company's operations at currently anticipated
levels for a period of at least twelve months. However, there can be no
assurance that the Company will not encounter unforeseen difficulties that may
deplete its capital resources more rapidly than anticipated.
ITEM 3. CONTROLS AND PROCEDURES.
At the end of the period covered by this Form 10-QSB, the Company's management,
including the Chief Executive and Chief Financial Officers, conducted an
evaluation of the effectiveness of the Company's disclosure controls and
procedures. Based on this evaluation, the Chief Executive and Chief Financial
Officers have determined that such controls and procedures are effective to
ensure that information relating to the Company required to be disclosed in
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. There have
been no changes in the Company's internal controls over financial reporting that
were identified during the evaluation that occurred during the Company's last
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
As of July 31, 2005, the Company was in default on certain notes payable
totaling approximately $93,000, including accrued interest. As a result of these
defaults, each holder of the debt obligations has the right to demand payment in
full of such obligations at any time and exercise any rights or remedies
available under the notes. If holders of any substantial portion of the notes
were to demand payment, the Company does not currently have sufficient resources
to respond to any such demand.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Stockholders was held on June 14, 2005. Since certain
members of the Board of Directors owned an aggregate of more than 50% of the
outstanding voting shares of the Company, a quorum was available without the
Company incurring the expense of soliciting proxies. Stockholders holding an
aggregate of 97,123,356 shares attended the meeting. The following actions were
brought before the meeting:
1. Carl von Bibra, David Ayres and Conrad von Bibra were elected
as the three members of the Board of Directors, each to hold
office until the next annual meeting of stockholders and until
their successors are elected and qualified. The vote for each
was 97,123,356 shares in favor, no shares against and no
shares abstaining.
2. Cacciamatta Accountancy Corporation was ratified as the
Company's Independent Auditor. The vote was 95,123,356 shares
in favor, no shares against and 2,000,000 shares abstaining.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
(a) Exhibits.
31.1 Certificate of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certificate of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certificate of Chief Executive and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PRISM SOFTWARE CORPORATION
Dated: August 15, 2005 By: /s/ David Ayres
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David Ayres, Director and President
(Principal Executive Officer)
Dated: August 15, 2005 By: /s/ Michael Cheever
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Michael Cheever, Treasurer
(Principal Accounting and Financial Officer)
11