SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [ ] 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 0-22370 CHECKMATE ELECTRONICS, INC. (Exact name of Registrant as specified in its charter) Georgia 88-0117097 (State of (I.R.S. Employer Incorporation) Identification No.) 1003 Mansell Road, Roswell, Georgia 30076 (Address of principal executive offices, including zip code) (770) 594-6000 (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 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve 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 ___ ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding at July 30, 1997 - ---------------------------------- ---------------------------- Common Stock, $.01 par value 5,368,638 shares Page 1 of 14 Index of Exhibits on Page 13 1 CHECKMATE ELECTRONICS, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997 TABLE OF CONTENTS ----------------- PAGE PART 1. FINANCIAL INFORMATION NUMBER ------ Item 1 Financial Statements (Unaudited): Condensed Balance Sheets -- June 30, 1997 and December 31, 1996 3 Condensed Statements of Operations -- Three Months and Six Months Ended June 30,1997 and 1996 4 Condensed Statements of Cash Flows -- Six Months Ended June 30, 1997 and 1996 5 Notes to Condensed Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders 11 Item 6 Exhibits and Reports on Form 8-K 11 SIGNATURES 12 INDEX OF EXHIBITS 13 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements - ----------------------------- CHECKMATE ELECTRONICS, INC. CONDENSED BALANCE SHEETS June 30, December 31, 1997 1996 -------------- ------------ (Unaudited) (Note) ASSETS Current assets: Cash and cash equivalents $ 1,734,221 $ 2,204,103 Investments 5,991,841 6,970,297 Accounts receivable, net 6,868,912 8,452,736 Inventories 13,655,514 7,869,751 Deferred tax asset 650,514 636,000 Prepaid expenses 143,779 961,296 -------------- ------------ Total current assets 29,044,781 27,094,183 Property and equipment 8,555,056 6,850,633 Accumulated depreciation and amortization (3,375,513) (2,718,682) -------------- ------------ 5,179,543 4,131,951 Other assets 3,024,977 2,326,089 -------------- ------------- Total assets $37,249,301 $33,552,223 ============== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,863,783 $ 1,158,081 Accrued liabilities 659,282 1,368,889 Deferred revenue 1,137,339 1,072,305 Current portion of long-term obligations 153,040 160,687 -------------- ------------- Total current liabilities 6,813,444 3,759,962 Long-term obligations, less current portion 125,214 202,704 Deferred income taxes 1,285,000 1,285,000 Shareholders' equity: Common stock, $.01 par value 53,692 52,318 Additional paid-in capital 24,223,605 23,025,539 Retained earnings 4,748,346 5,226,700 -------------- ------------- Total shareholders' equity 29,025,643 28,304,557 -------------- ------------- Total liabilities and shareholders' equity $37,249,301 $33,552,223 ============= ============= Note: The condensed balance sheet at December 31, 1996 has been derived from the audited finanicals statements of the Company at that date but does not include all the information required by generally accepted accounting principles for complete financial statements See notes to condensed financial statements. 3 CHECKMATE ELECTRONICS, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ----------------------------------- --------------------------------------- 1997 1996 1997 1996 ----------------------------------- --------------------------------------- Net revenues $ 5,074,513 $ 10,668,855 $ 14,580,090 $ 18,588,720 Cost of goods sold 3,242,280 6,209,375 8,755,426 10,971,867 ----------------- ------------- ------------------ ------------ Gross profit 1,832,233 4,459,480 5,824,664 7,616,853 Operating expenses: Selling, general and administrative 3,121,356 2,349,892 5,796,291 4,456,507 Research and development 305,198 157,562 538,871 306,476 Depreciation and amortization 225,270 150,051 393,410 290,222 ----------------- ------------- ------------------ ------------ 3,651,824 2,657,505 6,728,572 5,053,205 ----------------- ------------- ------------------ ------------ Operating income (loss) (1,819,591) 1,801,975 (903,908) 2,563,648 Interest income, net 85,491 85,997 170,554 166,427 ----------------- ------------- ------------------ ------------ Income (loss) before income taxes (1,734,100) 1,887,972 (733,354) 2,730,075 Income taxes (595,000) 698,000 (255,000) 1,010,000 ------------------ ------------- ------------------ ------------ Net income (loss) $ (1,139,100) $ 1,189,972 $ (478,354) $ 1,720,075 ================== ============= ================== ============ Net income (loss) per share $ (0.21) $ 0.21 $ (0.09) $ 0.31 ================== ============= ================== ============ Weighted average number of shares outstanding 5,354,000 5,606,000 5,306,000 5,586,000 ================== ============= ================== ============ See notes to condensed financial statements 4 CHECKMATE ELECTRONICS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED JUNE 30, ------------------------------ 1997 1996 ------------- --------------- Net cash provided by operating activities $ 188,204 $ 1,685,177 Investing activities: Purchases of marketable securities (5,958,703) (11,481,898) Proceeds from sales of marketable securities 6,923,414 11,271,867 Purchases of property and equipment (1,704,423) (843,658) Capitalized software (712,152) (382,582) Other (320,525) (103,831) ------------- ----------- Net cash used in investing activities (1,772,389) (1,540,102) Financing activities: Payments on long-term obligations (85,137) (83,092) Proceeds from exercise of stock options 1,199,440 585,200 ------------- ----------- Net cash provided by financing activities 1,114,303 502,108 ------------- ----------- Net increase (decrease) in cash and cash equivalents (469,882) 647,183 Cash and cash equivalents at beginning of period 2,204,103 878,065 ------------- ----------- Cash and cash equivalents at end of period $ 1,734,221 $ 1,525,248 ============= =========== See notes to condensed financial statements. 5 CHECKMATE ELECTRONICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1997 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the Company's audited financial statements included in the Company's 1996 Annual Report. Operating results for the three and six months ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997 or any interim period. 2. INVENTORIES Inventories are summarized by class as follows: MARCH 31 DECEMBER 31 1997 1996 --------------- --------------- Finished goods $ 3,888,052 $1,364,740 Work in process 2,459,786 107,275 Raw materials and supplies 7,307,676 6,397,736 -------------- --------------- $13,655,514 $7,869,751 ============== =============== 3. NEW ACCOUNTING PRONOUNCEMENTS In February 1997 the Financial Accounting Standards Board issued a new accounting pronouncement, SFAS No. 128, "Earnings per Share", which will change the current method of computing earnings per share. The new standard requires presentation of "basic earnings per share" and "diluted earnings per share" amounts, as defined. SFAS No. 128 will be effective for the Company's quarter and year ending December 31, 1997, and, upon adoption, all prior-period earnings per share data presented shall be restated to conform with the provisions of the new pronouncement. Application earlier than the Company's quarter ending December 31, 1997 is not permitted. Pro forma basic and diluted earnings per share for the quarters ended June 30, 1997 and 1996 calculated under the provisions of SFAS No. 128 are as follows: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------------- --------------------------- 1997 1996 1997 1996 ----------------- --------------- ------------ ------------- Basic earnings per share $ (0.21) $ 0.23 $ (0.09) $ 0.34 Diluted earnings per share $ (0.21) $ 0.21 $ (0.09) $ 0.31 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------------------------------------------------------------------------ RESULTS OF OPERATIONS - --------------------- RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 1996 The following table sets forth certain items derived from the Company's statements of operations: THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 ----------------------------------------------- ------------------------------------------ 1997 1996 1997 1996 ---------------------- ---------------------- -------------------- ------------------ AMOUNT % AMOUNT % AMOUNT % AMOUNT % ---------------------- ---------------------- -------------------- ------------------ Net revenues $ 5,074 100.0 % $10,669 100.0 % $14,580 100.0 % $18,589 100.0 % Cost of goods sold 3,242 63.9 6,210 58.2 8,755 60.1 10,972 59.0 ---------------------- ---------------------- -------------------- ------------------ Gross profit 1,832 36.1 4,459 41.8 5,825 39.9 7,617 41.0 Operating expenses: Selling, general and administrative 3,121 61.5 2,350 22.0 5,796 39.7 4,457 24.0 Research and development 305 6.0 157 1.5 539 3.7 306 1.6 Depreciation and amortization 225 4.5 150 1.4 393 2.7 290 1.6 ---------------------- ---------------------- -------------------- ------------------ Total operating expenses 3,651 72.0 2,657 24.9 6,728 46.1 5,053 27.2 ---------------------- ---------------------- -------------------- ------------------ Operating income (loss) (1,819) (35.9) 1,802 16.9 (903) (6.2) 2,564 13.8 Interest income, net 85 1.7 86 0.8 170 1.2 166 0.9 ---------------------- ---------------------- -------------------- ------------------ Income (loss) before income taxes (1,734) (34.2) 1,888 17.7 (733) (5.0) 2,730 14.7 Provision for income taxes (595) (11.7) 698 6.5 (255) (1.7) 1,010 5.4 ---------------------- ---------------------- -------------------- ------------------ Net income (loss) $(1,139) (22.4)% $ 1,190 11.2 % $ (478) (3.3)% $ 1,720 9.3 % ====================== ====================== ==================== ================== Net revenues by product: Check readers $ 1,996 39.3 % $ 5,487 51.4 % $ 6,110 41.9 % $ 9,365 50.4 % Debit/credit card terminals 1,419 28.0 3,820 35.8 5,646 38.7 7,223 38.9 Combination units 703 13.9 299 2.8 1,024 7.0 337 1.8 Signature capture devices 234 4.6 589 5.5 439 3.0 611 3.3 Service and other 722 14.2 474 4.5 1,361 9.4 1,053 5.6 ---------------------- ---------------------- -------------------- ------------------ $ 5,074 100.0 % $10,669 100.0 % $14,580 100.0% $18,589 100.0 % ====================== ====================== ==================== ================== Any trends that may be derived from the above tables are not necessarily indicative of the Company's future operations. Net revenues decreased 52.4% in the three months ended June 30, 1997 as compared to the same period in 1996. The decline in net revenues in 1997 was experienced in sales of check readers, debit/credit card terminals, and signature capture devices. These products generally are sold to major retailers, and management believes that these retailers have delayed their buying decisions for the near term. Management believes this delay is temporary in nature, but can make no assurances regarding its duration. Revenues from the combination unit were the highest in the product's history, increasing 135.1% and 203.9%, respectively, over the three and six months ended June 30, 1996. Similarly, service revenues continued to show strong growth in the three and six month periods. 7 Cost of goods sold as a percentage of net revenues was 63.9% in the three months ended June 30, 1997, compared to 58.2% in the 1996 period. The primary factor in the increase of this percentage from 1996 to 1997 was lower revenues. The Company anticipates that cost of goods sold will be affected in the future by changes in product mix as well as by net revenue generated by selling price and unit cost changes, among other factors. Selling, general and administrative expenses increased 32.8% over the second quarter of 1996, due primarily to higher personnel costs in sales, engineering, information systems and human resources areas, as well as the recording of severance expense in 1997. During the quarter, the Company recorded severance expense of $375,000 to provide for expenditures in connection with the severance arrangements for the Company's former President and Chief Executive Officer. Product development expenditures include research and development expense and capitalized software development costs and consist primarily of labor. A summary of product development efforts is as follows: Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ------------------------------ 1997 1996 1997 1996 --------------- -------------- ---------------- ------------- Gross product development expenditures $ 746,000 $ 338,000 $1,251,000 $ 689,000 Capitalized software development costs (441,000) (180,000) (712,000) (383,000) --------------- -------------- ---------------- ------------- Net research and development expense 305,000 158,000 539,000 306,000 Amortization of previously capitalized costs 105,000 71,000 185,000 130,000 --------------- -------------- ---------------- ------------- Total expense $ 410,000 $ 229,000 $ 724,000 $ 436,000 =============== ============== ================ ============= Product development as a percent of net revenues: Gross expenditures 14.7% 3.2% 8.6% 3.7% Net expense 6.0% 1.5% 3.7% 1.6% Total expense 8.1% 2.1% 5.0% 2.3% The increase in the dollar amount of product development expenditures resulted from the Company's continuing efforts to remain at the forefront of payment automation technology. The Company expects to continue to increase product development expenditures for the foreseeable future as the Company is dedicated to developing new products and enhancing its existing products. Depreciation and amortization expenses increased to 6.0% of net revenues in the second quarter of 1997 from 1.5% of net revenues in the prior period. The increase in the dollar amount in 1997 resulted from capital expenditures associated with the growth in personnel and improvements in information systems. The increase in the percent of net revenues is due to the increase in the dollar amount of the expense, as well as a lower revenue base. Interest income, net was consistent between periods. The effective tax rate was 34.3% in the second quarter of 1997 and 37.0% in 1996. The decrease in the effective tax rate in 1997 was due primarily to a lower effective state tax rate. 8 The above factors resulted in the Company recording a net loss for the three and six months ended June 30, 1997, compared to net income for the prior year periods. The weighted average number of shares outstanding decreased 4.5% from 1996 to 1997 due to the exclusion of stock options from the computation of weighted average shares outstanding, since including these items would have the effect of decreasing the loss per share as reported. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $188,000 in the three months ended June 30, 1997 and $1,685,000 in the three months ended June 30, 1996. The net cash provided by operating activities in 1997 was primarily due to a decrease in accounts receivable and an increase in accounts payable, partially offset by an increase in inventories. The Company experiences normal fluctuations in its accounts receivable balance, including days outstanding, due to a variety of factors, including the Company's overall sales performance when compared to prior periods, the timing of shipments to its customers and individual customer negotiated terms of sale. The rate of inventory turnover experienced by the Company also is dependent upon a variety of factors, including anticipated inventory requirements to fulfill current and future customer orders in a timely manner, individual customer negotiated contracts of sale and the availability of key components used in the manufacturing process. Increases in these accounts during 1997 and 1996 have been caused by anticipated increases in sales volumes and by new product introductions. The Company anticipates that fluctuations in these accounts will continue in the future. Net cash used in investing activities was $1,772,000 in the three months ended June 30, 1997 and $1,540,000 in the three months ended June 30, 1996. Purchases of property and equipment and additions to capitalized software and other noncurrent assets were $2,737,000 and $1,330,000 in the three months ended June 30, 1997 and 1996, respectively. These uses of net cash were offset by proceeds from the sale of investments of $965,000 in 1997, and were increased by the net purchase of investments of $210,000 in 1996. Net cash provided by financing activities was $1,114,000 in the three months ended June 30, 1997 and $502,000 in the three months ended June 30, 1996. The increase in net cash provided by financing activities in 1997 was due to the exercise of stock options, primarily by the estate of a former employee. The Company's working capital position was $22,231,000 at June 30, 1997. The Company had no commitments for material capital expenditures as of June 30, 1997. During the remainder of 1997, the Company anticipates that it will spend approximately $2,000,000 for capital expenditures, including additions to capitalized software. The Company believes that its working capital position at June 30, 1997, together with anticipated future cash flows from operations and the borrowing available under its revolving credit agreement, are sufficient to meet the Company's operating needs, including possible increases in accounts receivable and inventories, along with planned capital expenditures for at least the next twelve to eighteen months. The Company's operating results have fluctuated on a quarterly basis in the past and may vary significantly in future periods due to a variety of factors. These factors include, but are not limited to, the timing of orders from and shipments to major customers, the timing of new product introductions by the Company and its competitors, variations in the Company's product mix and component costs, and competitive pricing pressures. Due primarily to the above factors, the results of any particular quarter may not be indicative of the results for the full year. The above "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Management cautions that these statements represent projections and estimates of future performance and involve certain risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward- looking statements as a result of certain factors including, without limitation, the Company's reliance on check readers in its product mix; the 9 Company's dependence on its limited suppliers and manufacturers of component parts of its products; rapid and significant technological developments that could delay the introduction of improvements in existing products or of new products; the Company's dependence on its proprietary technologies (which may be independently developed by competitors); the Company's dependence on a small number of large retail customers; the potential fluctuation in financial results as a result of the Company's inability to make sales to large customers as well as the volume and timing of orders received during a quarter and variations in sales mix; competition from existing companies as well as new market entrants; and, the Company's dependence on key personnel. 10 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- The Annual Meeting of Shareholders was held on Monday, May 19, 1997, in Atlanta, Georgia, at which the following matters were submitted to a vote of the shareholders: (a) Votes cast for or withheld regarding the election of six Directors for a term expiring at the next Annual Meeting of Shareholders were as follows: FOR WITHHELD --- -------- James W. Crowley 4,204,954 10,090 Jerry P. Malec 4,204,854 9,190 John J. Neubert 4,204,854 9,190 Frank C. Peters 4,204,954 10,090 J. Stanford Spence 4,204,854 9,190 Howard W. Yenke 4,204,954 10,090 (b) Votes cast for or withheld regarding the ratification of the appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending December 31, 1997 were 4,215,044 shares voted for the proposal, and none withheld. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits. The following exhibit is filed as part of this report: --------- EXHIBIT NO. DESCRIPTION - ---------- ----------- 11. Statement re Computation of Per Share Earnings (b) Reports on Form 8-K. No Current Reports on Form 8-K were filed by the -------------------- Company during the quarter ended June 30, 1997. 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. CHECKMATE ELECTRONICS, INC. (Registrant) Date: August 12, 1997 /s/ J. Stanford Spence ------------------------------ J. Stanford Spence Chairman, President and Chief Executive Officer (Duly Authorized Officer) Date: August 12, 1997 /s/ John J. Neubert ------------------------------ John J. Neubert Chief Operating Officer, Chief Financial Officer and Senior Vice President (Principal Financial Officer) 12 INDEX OF EXHIBITS EXHIBIT ------- NO. DESCRIPTION ----------- 11 Statement re Computation of Per Share Earnings 27 Financial Data Schedule 13