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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1998
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: 000-23453
FLEXIINTERNATIONAL SOFTWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
Delaware 06-1309427
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
Two Enterprise Drive, Shelton, CT 06484
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(203) 925-3040
(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 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 March 31, 1998, there were 16,506,753 shares of FlexiInternational
Software, Inc. Common Stock outstanding.
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FLEXIINTERNATIONAL SOFTWARE, INC.
TABLE OF CONTENTS
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheet...................................................... 3
Condensed Statement of Operations............................................ 4
Condensed Statement of Cash Flows............................................ 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 2. Changes in Securities and Use of Proceeds........................................ 9
Item 6. Exhibits and Reports on Form 8-K................................................. 9
Signature........................................................................10
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2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
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<CAPTION>
FLEXIINTERNATIONAL SOFTWARE, INC.
CONDENSED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
March 31, December 31,
1998 1997
--------- ------------
(unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $ 17,978 $ 24,622
Short-term investments 4,412 --
Accounts receivable, net of allowance for doubtful
accounts of $670 and $672, respectively 9,390 8,571
Prepaid expenses and other current assets 750 1,143
-------- --------
Total current assets 32,530 34,336
Property and equipment at cost, net of accumulated depreciation
and amortization of $1,553 and $1,392, respectively 1,280 1,222
Long-term receivable 1,300 --
Other assets, net of accumulated amortization of $203 and $197, respectively 132 112
-------- --------
Total assets $ 35,242 $ 35,670
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 3,658 $ 4,409
Current portion of capital lease obligations 236 206
Deferred revenues 2,449 3,045
-------- --------
Total current liabilities 6,343 7,660
Long-term portion of capital lease obligations 382 304
-------- --------
Total liabilities 6,725 7,964
-------- --------
Stockholders' equity:
Common stock; $.01 par value; 50,000,000 shares authorized;
issued and outstanding shares - 16,506,753 and 16,492,008, respectively 165 165
Additional paid-in capital 49,775 49,749
Accumulated deficit (21,423) (22,208)
-------- --------
Total stockholders' equity 28,517 27,706
-------- --------
Total liabilities and stockholders' equity $ 35,242 $ 35,670
======== ========
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See accompanying notes to condensed financial statements.
3
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FLEXIINTERNATIONAL SOFTWARE, INC.
CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
(unaudited) (unaudited)
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Revenues:
Software license $ 4,687 $ 1,311
Service and maintenance 2,821 1,236
------- -------
Total revenues 7,508 2,547
Cost of revenues:
Software license 467 296
Service and maintenance 1,753 777
------- -------
Total cost of revenues 2,220 1,073
Operating expenses:
Sales and marketing 2,143 1,561
Product development 2,022 2,152
General and administrative 612 595
------- -------
Total operating expenses 4,777 4,308
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Operating income (loss) 511 (2,834)
Interest income 286 13
Interest expense (13) (26)
------- -------
Income (loss) before provision for income taxes 784 (2,847)
Provision for income taxes -- --
------- -------
Net income (loss) $ 784 $(2,847)
======= =======
Net income (loss) per share:
Basic $ 0.05 $ (0.52)
Diluted $ 0.05 $ (0.52)
Weighted average shares:
Basic 16,500 5,484
Diluted 17,287 5,484
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See accompanying notes to condensed financial statements.
4
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<CAPTION>
FLEXIINTERNATIONAL SOFTWARE, INC.
CONDENSED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
(unaudited) (unaudited)
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Cash flows from operating activities:
Net income (loss) $ 784 $(2,847)
Non-cash items included in net income (loss):
Depreciation and amortization 167 117
Provision for doubtful accounts -- 75
Change in operating accounts:
Accounts receivable (2,119) (2,459)
Prepaid expenses and other assets 367 (91)
Accounts payable and accrued expenses (717) 524
Deferred revenue (596) 1,021
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Net cash used in operating activities (2,114) (3,660)
Cash flows from investing activities:
Purchase of property and equipment (113) (173)
------- -------
Net cash used in investing activities (113) (173)
Cash flows from financing activities:
Purchase of short-term investments (4,412) --
Proceeds from sales of common stock, net of stock issue costs -- 4,300
Proceeds from exercise of stock options and warrants 26 13
Repayments of convertible note payable -- (43)
Payments of capital lease obligations (31) (68)
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Net cash (used in) provided by financing activities (4,417) 4,202
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(Decrease) increase in cash and cash equivalents (6,644) 369
------- -------
Cash and cash equivalents at beginning of period 24,622 3,273
------- -------
Cash and cash equivalents at end of period $17,978 $ 3,642
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See accompanying notes to condensed financial statements.
5
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FLEXIINTERNATIONAL SOFTWARE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
The unaudited condensed financial statements included herein reflect all
adjustments (which include only normal, recurring adjustments) which are, in the
opinion of management, necessary to state fairly the results for the three
months ended March 31, 1998. The results for the three months ended March 31,
1998 are not necessarily indicative of the results expected for the full year.
NOTE 2 - EARNINGS PER SHARE
In 1997, the Company adopted Financial Accounting Standards Board Statement No.
128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128 applies to entities
with publicly held common stock or potential common stock and is effective for
financial statements issued for periods ending after December 15, 1997. Under
SFAS No. 128, the presentation of primary earnings per share is replaced with a
presentation of basic earnings per share. SFAS No. 128 requires dual
presentation of basic and diluted earnings per share for entities with complex
capital structures. Basic earnings per share includes no dilution and is
computed by dividing net income (loss) available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in the earnings of an entity, similar to fully diluted earnings per share.
The Company has presented basic and diluted income (loss) per share for all
periods. The difference between the number of shares used in the basic per share
calculation compared to the diluted per share calculation for the three months
ended March 31, 1998 is due to the dilutive effect of outstanding stock options
and warrants.
In February 1998, the SEC issued Staff Accounting Bulletin No. 98 ("SAB
No. 98"). SAB No. 98 requires the disclosure of historical earnings per share
information for all pre initial public offering periods in accordance with SFAS
No. 128. As a result, the Company has included historical net income (loss) per
share for all periods presented.
NOTE 3 - REVENUE RECOGNITION
The Company licenses software under noncancellable license agreements through
direct and indirect channels, and provides services including maintenance,
training and consulting. Effective January 1, 1998, the Company has adopted SOP
97-2 "Software Revenue Recognition". The adoption of SOP 97-2 had no material
impact on the financial statements. Software license revenues through the
Company's direct sales channel and guaranteed minimum royalties through its
indirect sales channel are recognized when a noncancellable license agreement
has been signed, the product has been delivered and installed, collection is
considered probable by management and all significant contractual obligations
have been satisfied. Other software license royalties earned through the
Company's indirect sales channel are recognized as such fees are reported to the
Company. Revenues on all software license transactions in which there are
significant outstanding obligations are not recognized until such obligations
are fulfilled. Maintenance revenues for maintaining, supporting and providing
periodic upgrading are deferred and recognized ratably over the maintenance
period, generally one year. Revenues from training and consulting services are
recognized as such services are performed. The Company does not require
collateral for its receivables, and reserves are maintained for potential
losses.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report contains
forward-looking statements. For this purpose, any statements contained herein
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects," and similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's opinions only as of
the date hereof. The Company undertakes no obligation to revise or publicly
release the results of any revision to these forward-looking statements. Readers
should carefully review the risk factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the year ended December 31, 1997.
RESULTS OF OPERATIONS
Revenues. Total revenues, consisting of software license revenues and
service and maintenance revenues, increased 194.8%, from $2.5 million for the
three months ended March 31, 1997 to $7.5 million for the three months ended
March 31, 1998. Two customers provided approximately 46.5% of the total revenues
for the three months ended March 31, 1998.
Software license revenues increased 257.5%, from $1.3 million for the
three months ended March 31, 1997 to $4.7 million for the three months ended
March 31, 1998. Flexi's growth was due to revenue from new clients, existing
clients and FlexiIndustry Partners (FIP). In compliance with the revenue
recognition policy under SOP 97-2, approximately $2.0 million in guaranteed
minimum royalty fees from an FIP agreement were recognized during the three
months ended March 31, 1998. Service and maintenance revenues increased 128.2%,
from $1.2 million for the three months ended March 31, 1997 to $2.8 million for
the three months ended March 31, 1998. The increase was primarily attributable
to the growth of the installed base of customers and the increasing complexity
of user requirements, which resulted in an increase in consulting service
revenues.
Cost of Revenues. The Company's cost of revenues consists of cost of
software license revenues and cost of service and maintenance revenues. Cost of
software license revenues consists primarily of the cost of third-party software
products distributed by the Company and the cost of product media, manuals and
shipping. Cost of service and maintenance revenues consists of costs to provide
consulting, implementation and training to licensees of the Company's products
and the cost of providing software maintenance to customers, technical support
services and periodic upgrades of software.
Cost of software license revenues increased 57.8%, from $296,000 for the
three months ended March 31, 1997 to $467,000 for the three months ended
March 31, 1998. Cost of software license revenues as a percentage of software
license revenues decreased from 22.6% for the three months ended March 31, 1997
to 10.0% for the three months ended March 31, 1998. The increase in cost of
software license revenues in dollar amount was primarily attributable to an
increase in third-party software products distributed by the Company, as well as
costs associated with increased sales volume.
Cost of service and maintenance revenues increased 125.6%, from
$.8 million for the three months ended March 31, 1997 to $1.8 million for the
three months ended March 31, 1998. Cost of service and maintenance revenues as a
percentage of service and maintenance revenues decreased from 62.9% for the
three months ended March 31, 1997 to 62.1% for the three months ended March 31,
1998. The increase in dollar amount resulted primarily from the addition of
service consultants and customer support personnel to provide services to a
larger customer base.
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, commissions, travel and promotional expenses, and facility and
communication costs for direct sales offices. Sales and marketing expenses
increased 37.3%, from $1.6 million for the three months ended March 31, 1997 to
$2.1 million for the three months ended March 31, 1998. The increase in dollar
amount was primarily attributable to increased staffing in the direct sales
force and sales and marketing organizations. Sales and marketing expenses as a
percentage of total revenues decreased from 61.3% for the three months ended
March 31, 1997 to 28.5% for the three months ended March 31, 1998 due to an
increasing revenue base. The Company is in the process of expanding its
distribution channels, both domestically and internationally and, accordingly,
sales and marketing expenses are expected to increase in dollar amount in the
future.
7
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Product Development. Product development expenses include software
development costs and consist primarily of engineering personnel costs. The
Company has made significant investments in product development in the past
several years to bring its suite of component-based, object-oriented financial
accounting products to market.
Product development expenses decreased 6.0%, from $2.2 million for the
three months ended March 31, 1997 to $2.0 million for the three months ended
March 31, 1998. The decrease in product development expenses was due primarily
to the reduction in externally contracted developers, offset somewhat by
increased internal staffing. Product development expenses as a percentage of
total revenues decreased from 84.5% for the three months ended March 31, 1997 to
26.9% for the three months ended March 31, 1998. The Company anticipates that
product development expenses will increase in dollar amount in future periods as
the Company continues to enhance the functionality of its core financial
accounting and reporting and workflow applications and as it continues
development work on the next releases of its suite of application modules.
General and Administrative. General and administrative expenses consist
primarily of salaries of executive, administrative and financial personnel, as
well as provisions for doubtful accounts and outside professional fees. General
and administrative expenses increased 2.9%, from $595,000 for the three months
ended March 31, 1997 to $612,000 for the three months ended March 31, 1998.
General and administrative expenses as a percentage of total revenues decreased
from 23.4% for the three months ended March 31, 1997 to 8.2% for the three
months ended March 31, 1998 due to an increasing revenue base. The Company
expects general and administrative expenses to increase in dollar amount in
future periods due to the Company's growth as well as the additional expense of
being a public company.
Provision for Income Taxes. No provision or benefit for federal, state or
foreign income taxes was made for the three-month periods ended March 31, 1998
and 1997. The Company has reported only annual tax losses to date and
consequently has approximately $18.0 million of net operating loss
carryforwards, which expire at various times through the year 2012, available to
offset future taxable income. The utilization of such net operating losses is
subject to limitations as a result of an ownership change. The annual limitation
and the timing of attaining profitability may result in the expiration of net
operating loss carryforwards before utilization.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has primarily financed its operations
through private placements of its stock to private investors, issuances of
convertible promissory notes and loans and, to a lesser extent, equipment
financing and traditional financing arrangements. In December 1997, the Company
completed an initial public offering of its common stock, resulting in net
proceeds to the Company of approximately $22.2 million.
As of March 31, 1998, the Company had cash and cash equivalents of
$18.0 million, a decrease of $6.6 million from December 31, 1997. The Company's
working capital at March 31, 1998 was $26.2 million, compared to $26.7 million
at December 31, 1997.
The Company's operating activities resulted in net cash outflow of
$2.1 million for the three months ended March 31, 1998, attributable primarily
to increased accounts receivable and a reduction of accounts payable and accrued
expenses. Investing activities, consisting of capital expenditures (primarily
computer equipment), resulted in net cash outflow of $113,000 for the three
months ended March 31, 1998. The Company's financing activities resulted in net
cash outflow of $4.4 million for the three months ended March 31, 1998,
primarily attributable to the purchase of short-term investments.
The Company has a working capital revolving line of credit with a bank,
which is secured by the Company's accounts receivable. The amount available
under this facility is limited to the lesser of 80% of the Company's eligible
accounts receivable, as defined, or $5.0 million. The facility will expire on
April 1, 1999. The agreement under which the line of credit was established
contains certain covenants, including provisions requiring the Company to
maintain specified financial ratios. The Company was in compliance with these
covenants at March 31, 1998. At March 31, 1998, no borrowings were outstanding
under this line of credit.
The Company believes that cash and cash equivalents, cash generated
internally by operations, and available borrowings under the line of credit will
be sufficient to meet the Company's working capital requirements for at least
the next twelve months.
8
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(d) Use of Proceeds.
(1) The Company's registration statement on Form S-1 under the
Securities Act of 1933, as amended, (File No. 333-38403) for the
Company's initial public offering, the use of proceeds of which
is herein reported, was declared effective as of December 11,
1997.
(4)(vii) From December 11, 1997 to March 31, 1998, the Company used
approximately $113,000 of the proceeds from the initial
public offering for the purchase and installation of
equipment. Payment of these expenses were to persons other
than (a) directors or officers of the Company or their
associates, (b) persons owning 10% or more of the equity
securities of the Company or (c) affiliates of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated By-Laws
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURE
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.
FLEXIINTERNATIONAL SOFTWARE, INC.
By: /s/ Stefan R. Bothe
-------------------------------
Stefan R. Bothe, Chairman & CEO
Date: May 15, 1998
9
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO. -----------
- ------
3.1 Amended and Restated Certificate of Incorporation of the Registrant is
incorporated herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, as amended (File No 333-38403)
(the "Form S-1").
3.2 Amended and Restated By-Laws of the Registrant is incorporated herein
by reference to Exhibit 3.4 to the Form S-1.
27.1 Financial Data Schedule (three-month period ended March 31, 1998).
10
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<PERIOD-START> JAN-01-1998
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0
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