UNITED STATES
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, 2000
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 0-29048
ACCENT COLOR SCIENCES, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-1380314
----------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 CONNECTICUT BOULEVARD, EAST HARTFORD, CONNECTICUT 06108
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (860) 610-4000
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 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|_|
The number of shares outstanding of the registrant's common stock as of
July 31, 2000 was 24,258,252.
ACCENT COLOR SCIENCES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................ 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 14
Item 2. Changes in Securities and Use of Proceeds............ 14
Item 3. Defaults Upon Senior Securities...................... 14
Item 4. Submission of Matters to a Vote of Security Holders.. 14
Item 5. Other Information.................................... 14
Item 6. Exhibits and Reports on Form 8-K..................... 14
Signatures ..................................................... 15
2
ACCENT COLOR SCIENCES, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
2000 1999
---- ----
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 341,925 $ 2,573,764
Accounts receivable 1,002,370 64,544
Inventories (Note 3) 2,357,607 1,863,850
Prepaid expenses and other assets 156,710 111,262
----------------- ---------------
Total current assets 3,858,612 4,613,420
Fixed assets, net 950,069 1,156,189
Other assets, net 77,987 78,446
----------------- ---------------
Total assets $ 4,886,668 $ 5,848,055
================ ===============
LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Obligations under capital leases $ 31,391 $ 23,116
Short-term debt, net of discount (Note 6) 2,433,898 2,367,797
Accounts payable 1,477,301 516,429
Accrued expenses 779,476 758,139
Customer advances and deposits 810,000 755,000
Deferred revenue 334,000 874,000
----------------- ---------------
Total current liabilities 5,866,066 5,294,481
----------------- ---------------
Obligations under capital leases 7,643 -
Other long-term liabilities 415,509 390,708
----------------- ---------------
Total non-current liabilities 423,152 390,708
----------------- ---------------
Total liabilities 6,289,218 5,685,189
----------------- ---------------
Mandatorily redeemable convertible preferred stock (Note 5) 3,699,649 4,313,367
----------------- ---------------
Shareholders' equity (deficit):
Common stock, no par value, 50,000,000 shares authorized,
23,198,252 and 21,072,578 shares issued and outstanding 49,778,298 49,147,942
Accumulated deficit (54,880,497) (53,298,443)
----------------- ---------------
Total shareholders' equity (deficit) (5,102,199) (4,150,501)
----------------- ---------------
Total liabilities, mandatorily redeemable convertible
preferred stock and shareholders' equity (deficit) $ 4,886,668 $ 5,848,055
================= ===============
The accompanying notes are an integral part of these
financial statements.
3
ACCENT COLOR SCIENCES, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended June 30, Six months ended June 30,
2000 1999 2000 1999
---- ---- ---- ----
Revenue (Note 2) $ 4,042,813 $ 2,604,408 $ 5,188,839 $ 4,853,905
Costs and expenses:
Costs of production 2,543,365 2,361,626 3,796,963 4,505,932
Research and development 604,391 661,741 1,286,720 1,613,571
Marketing, general and administrative 790,676 670,080 1,525,350 1,393,321
-------------- ------------- ------------- --------------
3,938,432 3,693,447 6,609,033 7,512,824
-------------- ------------- ------------- --------------
Other (income) expense:
Interest expense 97,435 96,969 194,634 194,783
Interest income (7,313) (32,774) (7,858)
--------------- -------------- =------------ --------------
(2,595)
90,122 94,374 161,860 186,925
-------------- -------------- ------------- --------------
Income (loss) before accretion to redemption value
on mandatorily redeemable convertible preferred
stock 14,259 (1,183,413) (1,582,054) (2,845,844)
-------------- -------------- ------------- --------------
Accretion to redemption value on mandatorily
redeemable convertible preferred stock - (1,176,154) - (1,176,154)
-------------- -------------- ------------- --------------
Net income (loss) $ 14,259 $ (2,359,567) $ (1,582,054) $ (4,021,998)
============== ============= ============= ==============
Basic earnings per share (Note 7): $ 0.00 $ (.15) $ (.07) $ (.28)
============== ============= ============= ==============
Diluted earnings per share (Note 7): $ 0.00 $ (.15) $ (.07) $ (.28)
============== ============= ============= ==============
The accompanying notes are an integral part of these
financial statements.
4
ACCENT COLOR SCIENCES, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended June 30,
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before accretion to redemption value on
mandatorily redeemable convertible preferred $ (1,582,054) $ (2,845,844)
stock
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 355,772 584,839
Expense related to stock, warrants and options
granted 29,645 -
Loss on disposal of fixed assets - 90,893
Changes in assets and liabilities:
Accounts receivable (937,826) 372,872
Inventories (493,757) 301,370
Prepaid expenses and other assets (45,448) 64,926
Accounts payable and accrued expenses 982,209 655,199
Customer advances and deposits 55,000 355,000
Deferred revenue (540,000) 119,000
Other long-term liabilities - (66,937)
---------------- ----------------
Net cash used in operating activities (2,176,459) (368,682)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed assets - 48,163
Purchases of fixed assets (37,149) (270,941)
---------------- ----------------
Net cash used in investing activities (37,149) (222,778)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capital lease obligations (30,025) (35,087)
Proceeds from exercise of options 85,281 -
Deferred offering costs - 15,000
Issuance costs related to preferred stock (73,487) -
----------------- ----------------
Net cash used in financing activities (18,231) (20,087)
----------------- ----------------
Net decrease in cash and cash equivalents (2,231,839) (611,547)
Cash and cash equivalents at beginning of 2,573,764 1,048,425
period ----------------- ----------------
Cash and cash equivalents at end of period $ 341,925 $ 436,878
================ ================
The accompanying notes are an integral part of these
financial statements.
5
ACCENT COLOR SCIENCES, INC.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock Accumulated
SHARES AMOUNT DEFICIT TOTAL
------ ------ ------- -----
DECEMBER 31, 1998 12,841,881 $46,307,927 $(47,614,964) $(1,307,037)
Conversion of mandatorily
redeemable convertible preferred stock 5,420,697 1,631,151 - 1,631,151
Common stock issued to service provider 60,000 15,000 - 15,000
Proceeds from sale of common stock 1,375,000 502,719 - 502,719
Conversion of note 1,375,000 493,088 - 493,088
Warrants issued with debt - 80,000 - 80,000
Accretion to carrying value for preferred
stock - 47,671 - 47,671
Warrants issued and repriced 70,386 70,386
Net loss
- - (5,683,479) (5,683,479)
- - ------------ -----------
DECEMBER 31, 1999 21,072,578 49,147,942 (53,298,443) (4,150,501)
---------- ----------- ------------ -----------
Conversion of mandatorily
redeemable convertible preferred stock 1,725,817 540,231 - 540,231
Common stock issued to service provider 10,000 4,844 - 4,844
Exercise of stock options 389,857 85,281 - 85,281
Net loss
- - (1,582,054) (1,582,054)
- - ------------ -----------
JUNE 30, 2000 (UNAUDITED) 23,198,252 $49,778,298 $(54,880,497) $(5,102,199)
========== =========== ============ ===========
The accompanying notes are an integral part of these
financial statements.
6
ACCENT COLOR SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. INTERIM CONDENSED FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited condensed financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly its financial position as of June 30,
2000 and the results of operations for the three and six months ended June 30,
2000 and 1999 and cash flows for the six months ended June 30, 2000 and 1999.
The December 31, 1999 balance sheet has been derived from the Company's audited
financial statements at that date. These interim condensed financial statements
should be read in conjunction with Management's Discussion and Analysis and
financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
The results of operations for the six months ended June 30, 2000 are not
necessarily indicative of the results to be expected for the full year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies followed in the preparation of these financial
statements are as follows:
USE OF ESTIMATES
The preparation of 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 RECOGNITION
Revenue is generally recognized upon product shipment. The Company has
established warranty policies that, under specific conditions, enable customers
to return products. The Company provides reserves for potential returns and
allowances and warranty costs at the time of revenue recognition. The Company
has adequate information and experiences to estimate potential returns,
allowances and warranty costs. The Company has deferred revenue on certain
machines to its second OEM customer until this customer notifies the Company the
machines have been accepted. As of June 30, 2000 and December 31, 1999, the
Company had deferred revenue of $334,000 and $874,000 related to Truecolor
Systems previously shipped.
EARNINGS PER SHARE
Basic earnings per common share is computed based on the weighted average number
of common shares outstanding during the period.
Diluted earnings per common share is computed based upon the weighted average
number of common shares outstanding during the period plus the dilutive effect
of common shares equivalents using the Treasury Stock Method and the average
market price for the period. Common stock equivalents include convertible
preferred stock, stock warrants and stock options.
3. INVENTORIES
Inventories consist of the following:
June 30, Dec. 31,
2000 1999
---- ----
(unaudited)
Raw materials and components $ 1,868,303 $ 692,397
Work-in-process 223,179 268,206
Finished goods 266,125 903,247
------------ ----------
$ 2,357,607 $1,863,850
=============== =============
7
ACCENT COLOR SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
4. FINANCING
On September 7, 1999, the Company received $502,719 from the sale of 1,100,000
shares of common stock to the PMG Eagle Fund. In conjunction with this sale of
common stock the Company issued a warrant to purchase 550,000 shares of common
stock at an exercise price of the lower of $.50 per share of common stock or the
per share common stock equivalent price in the Company's next equity offering in
which the Company receives net proceeds of at least $1,100,000.
On the same day, the Company also sold a Series A Convertible Subordinated Note
with a face value of $550,000 to Orbis Pension Fund Trustees, with an interest
rate of 7% per year. In conjunction with the sale of the Note, the Company
issued 275,000 warrants to purchase common stock. It also issued a warrant to
purchase 275,000 shares common stock contingent upon the Noteholder converting
its notes to common stock. The warrants were issued at an exercise price of the
lower of $0.50 per share of common stock or the per share common stock
equivalent price in the Company's next equity offering in which the Company
receives net proceeds of at least $1,100,000. The conversion price of the Series
A Convertible Subordinated Note was $0.50 per share of common stock, provided
that both this conversion price and the shares simultaneously sold were subject
to adjustment should the Company's next equity financing resulting in net
proceeds to the Company of at least $1,100,000 be at a common share equivalent
price of less than $0.50 per share. Therefore, the financing completed by the
Company on December 7, 1999 resulted in adjustments with respect to the
September 7, 1999 financing consisting of the issuance of an additional 275,000
shares to the PMG Eagle Fund without further consideration thereby adjusting the
overall costs of shares acquired by the PMG Eagle Fund to $0.40 per share, and
the adjustment of the conversion price under the Series A Convertible
Subordinated Note sold to Orbis Pension Fund Trustees and the exercise price
under the warrants issued to both purchasers to $0.40 per common share with
corresponding adjustments in the number of shares into which such Note could be
converted and for which such warrants could be exercised. Simultaneous with the
closing of the Company's offering of Series C convertible preferred stock, Orbis
Pension Fund Trustees converted the Series A Convertible Subordinated Note into
1,375,000 shares of the Company's common stock.
5. MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK
Mandatorily redeemable convertible preferred stock consists of Series B
Convertible Preferred Stock ("Series B Stock" and Series C Convertible Preferred
Stock (`Series C Stock")
On December 7, 1999, the Company completed an offering of 33,589 shares of
Series C Stock. The shares of stock were sold at a purchase price of $100 per
share. The Company's net proceeds from this issuance were $2,894,822.Additional
issuance costs of $73,487 were incurred in the year 2000. The Series C Stock is
convertible at any time into shares of the Company's common stock at a fixed
conversion price of $0.40 per share.
Series C Stock holders are entitled to receive cumulative dividends at a rate of
8% per year of the initial purchase price of $100 per share but only upon the
occurrence of a Liquidation Event, provided that any such dividend is coupled
with an equivalent ratable dividend to the holders of the Series B Stock. A
"Liquidation Event" is defined to include a merger (except a merger in which
Accent Color is the surviving entity), consolidation, dissolution, winding up or
sale of substantially all of the assets of the company, unless the holders of at
least 75% of the Series B and Series C Stocks determine that any such event is
not a Liquidation Event.
As of June 30, 2000, there were 2,805,831 shares of common stock reserved for
issuance pursuant to the conversion of the outstanding 1,008 shares of Series B
Stock.
As of June 30, 2000, there were 8,397,250 shares of common stock reserved for
issuance pursuant to the conversion of the outstanding 33,589 shares of Series C
Stock.
8
ACCENT COLOR SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
A reconciliation of mandatorily redeemable convertible preferred stock
outstanding is as follows:
SERIES B STOCK SERIES C STOCK TOTAL
-------------- -------------- -----
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
December 31, 1999 1,628 $1,418,545 33,589 $2,894,822 $4,313,367
Series B Stock conversions (620) (540,231) - - (540,231)
- - - (73,487) (73,487)
--------- ---------- ---------- ---------- ----------
Issuance costs for Series C Stock
June 30, 2000 (unaudited) 1,008 $ 878,314 33,589 $2,821,335 $3,699,649
========= =========== ========== ========== ==========
6. MODIFICATION OF DEBT TERMS
On August 2, 1999, the Company and IBM Corporation entered into an agreement to
defer the interest payments owed by ACS to IBM arising out of the original Loan
Agreement between the two companies dated July 21, 1998. This modification
provides that the interest payments of approximately $63,000 due on the first
day of each quarter during 1999 be deferred until December 31, 2000. Beginning
with the interest payment due on January 1, 2000, the Company, however, is to
make interest payments on the first day of each quarter during 2000 as required
by the original Loan Agreement. Interest payments have been made for the first
two quarters of 2000.
7. EARNINGS (LOSS) PER SHARE
A reconciliation of the basic and diluted earnings per common share using the
Treasury Stock Method and the average market price for the period follows:
Three Months Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
---- ---- ---- ----
(UNAUDITED)
NUMERATOR FOR BASIC AND DILUTED EARNINGS
PER SHARE:
Net income (loss) $14,259 $(2,359,567) $(1,582,054) $(4,021,998)
======= ============ ============ ============
DENOMINATOR FOR BASIC AND DILUTED EARNINGS
PER COMMON SHARE:
Denominator for basic earnings per common share - weighted average number of
shares outstanding
22,581,348 15,264,934 22,198,902 14,516,187
Dilutive effect of common stock options 1,165,715 - - -
Dilutive effect of warrants 525,105 - - -
Dilutive effect of convertible preferred
stock 11,203,081 - - -
---------- ---------- ---------- ----------
Denominator for diluted earnings per common share - weighted average number of
shares outstanding and common stock equivalents
35,475,249 15,264,934 22,198,902 14,516,187
========== ========== ========== ==========
Basic earnings (loss) per common share $ 0.00 $ (0.15) $ (0.07) $ (0.28)
========== ========== ========== ==========
Diluted earnings (loss) per common share $ 0.00 $ (0.15) $ (0.07) $ (0.28)
========== ========== ========== ==========
9
ACCENT COLOR SCIENCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
- -------------------------------------------------------------------------------
QUARTER ENDED JUNE 30, 2000 COMPARED TO QUARTER ENDED JUNE 30, 1999.
TOTAL NET SALES. Revenue is generally recognized upon the shipment of the
Company's product. Total net sales were $4,043,000 for the quarter ended June
30, 2000 compared to $2,604,000 for the quarter ended June 30, 1999. Printer
sales were 71% of total net sales for the quarter ended June 30, 2000 while
sales of consumables and spare parts represented 29% of total net sales. The
Company had deferred revenue on shipments of its re-engineered Beta units. This
quarter, the Company recognized revenue on 2 Beta units that had been classified
as deferred revenue. As of June 30, 2000 and 1999, the Company had deferred
revenue of $334,000 and $714,000, respectively, related to Truecolor Systems
shipped.
BACKLOG. At June 30, 2000, the Company had orders and contractual commitments in
excess of $8.4 million for the remainder of 2000 from its OEM customers.
PRINTERS. Printer sales were $2,858,500 for the three months ended June 30, 2000
as compared to $2,187,000 for the three months ended June 30, 1999. This
increase of 31% was due to revenue recognition on a greater number of printers
in the three months ended June 30, 2000 as compared to the same period in 1999.
The Company continued to focus its energies on the build up of production for
deliveries, which started in the second quarter of 2000.
CONSUMABLES AND SPARE PARTS SALES. Consumables and spare parts sales were
$1,172,000 for the three months ended June 30, 2000 compared to $417,000 for the
three months ended June 30, 1999. This increase of 181% was due to our OEM
customers ordering spare parts for their inventories to service the printers
that have been installed.
COSTS OF PRODUCTION. Costs of production were $2,543,000 for the three months
ended June 30, 2000 as compared to $2,362,000 for the three months ended June
30, 1999. This increase of 8% was relatively minor compared to the revenue
increase of 55% for the same period. This was attributed to the much higher
margin inherent in the new VE printers.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses primarily
consist of the cost of personnel and equipment needed to conduct the Company's
research and development efforts, including manufacturing prototype systems.
Research and development expenses were $604,000 for the three months ended June
30, 2000, a decrease of 9% as compared to $662,000 for the three months ended
June 30, 1999. The Company has continued to direct its efforts toward production
and market development with less significant emphasis on research and
development. The decrease in research and development was primarily due to the
reduction in space costs and the lower depreciation costs of the facilities and
equipment.
MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES. Marketing, general and
administrative expenses were $791,000 for the three months ended June 30, 2000
as compared to $670,000 for the three months ended June 30, 1999. This increase
of 18% was due to higher costs for travel related to trade show support,
printing costs for the annual report, an increase in administrative staff
support and because one of our OEM customers was no longer offsetting our
marketing costs.
INTEREST EXPENSE AND OTHER (INCOME) EXPENSE. Interest expense was $97,000 for
the three months ended June 30, 2000 and the three months ended June 30, 1999.
Interest income was $7,000 for the three months ended June 30, 2000 as compared
to $3,000 for the three months ended June 30, 1999. This increase of 182% in
interest income was attributed to a greater amount of cash available for
investment in the second quarter of 2000.
10
ACCENT COLOR SCIENCES, INC.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999.
TOTAL NET SALES. Total net sales were $5,189,000 for the six months ended June
30, 2000 compared to $4,854,000 for the six months ended June 30, 1999. Printer
sales represented 69% of total net sales for the six months ended June 30, 2000
while sales of consumables and spare parts represented 31%.
PRINTERS. Printer sales were $3,573,000 for the six months ended June 30, 2000
compared to $3,996,000 for the six months ended June 30, 1999. This decrease of
11% was due to revenue recognition on a fewer number of printers for the six
months ended June 30, 2000 as compared to the same period in 1999. Sales for the
first six months of 2000 reflected the shipment of 21 new systems, 1 system
upgrade and 6 systems that had previously been classified as deferred revenue.
During the six months ended June 30, 1999 there were shipments of 30 new systems
and 3 system upgrades.
CONSUMABLES AND SPARE PARTS SALES. Consumables and spare parts sales were
$1,594,000 for the six months ended June 30, 2000 compared to $858,000 for the
six months ended June 30, 1999. This increase of 86% was due in part to a larger
printer installed base in the first half of 2000 as compared to the first half
of 1999 resulting in the consumption of more ink and spare parts. A major part
of the increase was due to our customers' buildup of their inventories of spare
parts and ink to support the VE model printer.
COSTS OF PRODUCTION. Costs of production were $3,797,000 in the first six months
ended June 30, 2000 compared to $4,506,000 for the six months ended June 30,
1999. This decrease of 16%was attributed to the reduction of unit costs in the
newer VE machines.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses primarily
consist of the cost of personnel and equipment needed to conduct the Company's
research and development efforts, including manufacturing prototype systems.
Research and development expenses were $ 1,287,000 for the six months ended June
30, 2000 compared to $1,614,000 for the six months ended June 30, 1999 as the
Company continued to direct its efforts toward production and market development
with less significant emphasis on research and development. The decrease in
research and development was primarily attributed to the following: (i) a
reduction in payroll and related costs due to the reduction in personnel, (ii) a
reduction in outside development activities primarily at Spectra and (iii) a
reduction of space and depreciation expenses.
MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES. Marketing, general and
administrative expenses were $1,525,000 for the six months ended June 30, 2000
as compared to $1,393,000 for the six months ended June 30, 1999. This increase
of 9% was primarily due to higher costs for travel related to trade show
support, printing costs for the annual report, an increase in administrative
staff support and because one of our OEM customers was no longer offsetting our
marketing costs.
INTEREST EXPENSE AND OTHER (INCOME) EXPENSE. Interest expense was $195,000 for
the six months ended June 30, 2000 and the six months ended June 30, 1999.
Interest income was $33,000 for the six months ended June 30, 2000 as compared
to $8,000 for the six months ended June 30, 1999. This increase in interest
income was attributed to a greater amount of cash available for investment in
the first six months of 2000 due to the Series C offering completed in December
1999.
11
ACCENT COLOR SCIENCES, INC.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------------------------------------------------------
The Company's need for funding is anticipated to improve as increased sales and
control of expenses are expected to improve cash flow allowing the Company to
direct its energy toward production. To date, the Company has financed its
operations through customer payments, borrowings and the sale of equity
securities.
Operating activities consumed $2,176,000 in cash during the first half of 2000
compared to $369,000 in the first half of 1999. This increase in cash utilized
was primarily attributed to an increase in accounts receivable and inventory due
to the build schedule in place for the latter portion of the year.
Capital expenditures were $37,000 for the six months ended June 30, 2000
compared to $271,000 for the six months ended June 30, 1999. Capital
expenditures during the first half of 2000 primarily reflected acquisitions of
equipment to support the Company's production of VE machines. The Company has no
significant capital expenditure commitments at June 30, 2000.
As of June 30, 2000, the Company's primary source of liquidity was cash and cash
equivalents totaling $342,000. Based on the current operating plan of the
Company, the primary requirements for cash through the remainder of 2000 will be
to fund operating losses, working capital, commercial production of the enhanced
Truecolor System, marketing and sales activities, the further development and
enhancement of the Company's products and the payment of maturing debt. The
Company's currently planned research and development activities are focused on
industrial printing, a new target market for the company, value engineering to
improve system profit margin and developing higher resolution ink jet printing
and other enhancements to the Truecolor Systems.
Based on its current operating plan, the Company anticipates that additional
financing may be required to finance its operations, maturing debt obligations
and capital expenditures. The Company's currently anticipated levels of revenue
and cash flow are subject to many uncertainties and cannot be assured. The
amount of funds required by the Company will depend on many factors, including
the extent and timing of sales of Truecolor Systems, product costs, working
capital requirements, maturing debt obligations, and requirements of
engineering, customers and technical support. The inability to obtain additional
financing and to generate sufficient cash from operations could require the
Company to reduce or eliminate expenditures for research and development,
production or marketing of its products, or otherwise to curtail or discontinue
its operations.
YEAR 2000
- -------------------------------------------------------------------------------
The year 2000 (Y2K) issue developed as a result of certain hardware, operating
systems software and software application programs being originally developed
using two digits rather than four digits to define a year. The Company began
assessing Y2K issues in 1996 and developed a process to manage the Y2K potential
problems. As a result of this process all of the Company's Information
Technology systems were updated and tested and are Y2K compliant. The Company
also tested and confirmed that all phases of its products were Y2K compliant. As
of June 30, 2000, all systems and products continue to operate normally and the
Company believes that the most critical stages of Y2K have past.
However, since the Company's business operations are heavily dependent on third
party material suppliers, the failure of these parties to resolve their own Y2K
issues in a timely fashion, could result in a material financial risk to the
Company. During 2000, as part of its overall Y2K program, the Company intends to
communicate with third parties to understand Y2K issues as they surface within
third parties' systems.
The Company does not expect any further material cost regarding Y2K issues and
believes it is well positioned to handle any issues that might arise regarding
Y2K.
12
ACCENT COLOR SCIENCES, INC.
FORWARD-LOOKING STATEMENTS
- --------------------------------------------------------------------------------
The foregoing statements and analysis contain forward-looking statements and
information including information with respect to the Company's plans and
strategy for its business. Such forward-looking statements are made pursuant to
the "safe harbor" provisions of Section 21E of the Securities Exchange Act of
1934, as amended, which were enacted as part of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements contained in the
foregoing analysis include marketing, revenue and expenditure expectations, and
other strategies and anticipated events. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. There are a number of important
factors that could cause actual events or the Company's actual results to differ
materially from those indicated by such forward-looking statements. These
factors include, without limitation, (i) the level of customer acceptance of the
Company's products; (ii) the ability of the Company to raise capital sufficient
to support its business plan; (iii) the rights of customers of the Company to
modify or cancel orders under the terms of related product purchase agreements;
(iv) the dependence of the Company on third party suppliers for certain key
technology elements; (v) the dependence of the Company on third party marketing,
distribution and support, including the control by the Company's OEM customers
over the timing of the introduction of its products and the need for the Company
to complete and satisfy extensive testing requirements of its products on a
timely basis; and (vi) the potential fluctuations in the Company's quarterly
results of operations. Further information on factors that could cause actual
results to differ from those anticipated is detailed in the Company's Annual
Report for 1999 on Form 10-K as filed with the Securities and Exchange
Commission. Any forward-looking information contained herein should be
considered in light of these factors.
13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
On May 22, 2000, the Company held its annual meeting of shareholders. At the
meeting, Charles E. Buchheit and Robert H. Steele were reelected to continue
their service as class 1 directors of the Company and Richard A. Hansen was
reelected to continue service as a class 2 director of the Company. The votes
cast for each director were as follows: 22,389,167 for the reelection of Mr.
Buchheit with 13,512 votes withheld; 22,389,417 for the reelection of Mr. Steele
with 13,262 votes withheld; and 22,389,167 for the reelection of Mr. Hansen with
13,512 votes withheld. In addition, 22,291,704 votes were cast approving the
ratification of PricewaterhouseCoopers LLP as the Company's independent public
accountants with 4,975 votes cast against and 26,000 votes abstaining.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial data schedule
(b) Reports filed on Form 8-K
There were no reports on Form 8-K filed during the quarter ended June 30, 2000.
14
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.
ACCENT COLOR SCIENCES, INC.
Dated AUGUST 11, 2000 By: /S/ RICHARD J. COBURN
------------------- ---------------------------
Richard J. Coburn
Chairman
By: /S/ RONALD C. DERBY
---------------------------
Ronald C. Derby
Chief Financial Officer
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
15