<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 1996
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________
Commission file number: 0-28560
RESEARCH ENGINEERS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 22-2356861
(State or other jurisdiction of (IRS. Employer Identification No.)
incorporation)
22700 SAVI RANCH PARKWAY
YORBA LINDA, CALIFORNIA 92887
(Address of principal executive offices)
(714) 974-2500
(Registrant's telephone number, including area code)
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 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 only class of Common Stock,
$.01 par value, was 5,701,000 on February 10, 1997
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(Unaudited)
(In thousands, except share and per share amounts)
ASSETS
<TABLE>
<CAPTION>
<S> <C>
Current assets:
Cash and cash equivalents $ 1,259
Short-term investments 1,521
Accounts receivable (net of allowance for doubtful accounts
of $18) 1,580
Deferred income taxes 292
Notes and related party loans receivable 116
Prepaid and other current assets 489
--------
Total current assets 5,257
Property, plant and equipment, net 2,621
Goodwill (net of accumulated amortization of $111) 1,358
Other assets 310
--------
$ 9,546
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 260
Accrued expenses 449
Current portion of notes payble and loans to stockholders 16
Income taxes payable 377
Deferred maintenance revenue 819
Current portion of long-term bank debt 152
Other 124
--------
Total current liabilities 2,197
Long-term bank debt 71
Notes payable and loans to stockholders 68
Deferred income taxes 22
Other liabilities 67
Stockholders' equity:
Preferred stock, par value $.01. Aurthorized 5,000,000 shares; -
issued and outstanding none
Common stock, par value $.01. Authorized 20,000,000 shares;
issued and outstanding 5,701,000 57
Additional paid-in capital 6,785
Retained earnings 249
Foreign currency translation adjustment 30
--------
Total stockholders' equity 7,121
--------
$ 9,546
========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION> Three months Nine months
ended December 31, ended December 31,
------------------ -------------------
1996 1995 1996 1995
---------- ------ ---------- -----
<S> <C> <C> <C> <C>
Net revenues: $ $
Product sales 2,350 1,544 6,191 3,895
Maintenance and support 380 309 1,059 914
---------- ----- ---------- -----
Total net revenues 2,730 1,853 7,250 4,809
Cost of revenues 222 132 561 366
---------- ----- ---------- -----
Gross profit 2,508 1,721 6,689 4,443
---------- ----- ---------- -----
Operating expenses:
Selling, general and administrative 1,988 1,176 5,068 2,937
Research and development 312 337 871 1,011
In-process research and development 715 52 715 89
---------- ----- ---------- -----
Total operating expenses 3,015 1,565 6,654 4,037
---------- ----- ---------- -----
Operating (loss) income (507) 156 35 406
Other (income) expense:
Interest (income) expense, net (56) 61 (30) 187
Other (22) (30) (91) (100)
---------- ----- ---------- -----
(Loss) income before income taxes (429) 125 156 319
Income tax expense (benefit) 79 (2) 236 26
---------- ----- ---------- -----
Net (loss) Income $ (508) 127 $ (80) 293
========== ===== ========== =====
Pro forma net income data (Note 5):
Income before income taxes as
reported $ - 125 $ - 319
Pro forma provision for income tax
expense - 43 - 109
---------- ----- ---------- -----
Pro forma net income $ - 82 $ - 210
========== ===== ========== =====
Net loss per share $ (0.09) $ (0.02)
========== ==========
Weighted average common shares
outstanding 5,701,000 5,014,889
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION> Nine months
ended December 31,
------------------------
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (80) 293
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating
activities:
In-process research and development 715 89
Bonus expense for stock issuance - 60
Depreciation and amortization 347 153
Deferred income taxes (1) (250)
Changes in operating assets and liabilities:
Accounts receivable (416) (305)
Notes and related party loans receivable (76) 15
Prepaid expenses and other current assets (321) 129
Other assets (216) (67)
Accounts payable, accrued expenses and
other current liabilities (350) 276
Deferred maintenance revenue 133 72
Income taxes payable 143 140
Other long-term liabilities (59) (98)
--------- ---------
Net cash (used in) provided by operating
activities (181) 507
--------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment, net (183) (148)
Payments to acquire companies, net of cash
acquired (1,513) (61)
Purchase of short-term investments (3,206) -
Sale of short-term investments 1,685 -
Proceeds from repayment of related party note
receivable 48 -
--------- ---------
Net cash used in investing activities (3,169) (209)
--------- ---------
Cash flows from financing activities:
Net proceeds from issuance of common stock 6,469 71
Distributions to stockholders - (86)
Repayment of bank debt (1,907) (60)
Repayment of loans to stockholders (481) (178)
--------- ---------
Net cash provided by (used in) financing
activities 4,081 (253)
--------- ---------
Increase in cash and cash equivalents 731 45
Cash and cash equivalents, beginning of period 528 433
--------- ---------
Cash and cash equivalents, end of period $ 1,259 478
========= =========
Supplemental cash flow information:
Amounts paid for:
Interest $ 217 181
========= =========
Income taxes $ 164 66
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Research
Engineers, Inc. (the "Company") and its wholly-owned subsidiaries. These
consolidated financial statements have been prepared by the Company, without
audit, and include all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the three
months and nine months ended December 31, 1996 and 1995, the financial
position at December 31, 1996, and the cash flows for the three months and
nine months ended December 31, 1996 and 1995, pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. Results of
operations for the three months and nine months ended December 31, 1996 are
not necessarily indicative of the results to be expected for the full year
ended March 31, 1997.
2. 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 amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
3. INITIAL PUBLIC OFFERING
On July 26, 1996, the Company completed its initial public offering of
1,300,000 shares of its common stock at $5.00 per share (1,495,000 shares
after exercise of the underwriters over-allotment option exercised on
September 3, 1996). The net proceeds of the offering (including exercise of
the underwriters over-allotment option), after deducting underwriter's
commissions and offering costs, were approximately $6,469,000. Proceeds to
the Company were used to repay approximately $2,379,000 of indebtedness to
stockholders and banks and to acquire QSE (Bristol) Limited for
approximately $1,513,000 (note 6). The remaining proceeds are anticipated
to be used to further repay indebtedness, to fund research and development
activities, to augment the Company's sales, marketing and customer support
activities and to acquire related businesses, products and technologies.
4. LOSS PER SHARE
Loss per share has been determined, in accordance with the treasury stock
method, by dividing net loss by the weighted average number of common and
dilutive common equivalent shares outstanding during the period.
5
<PAGE>
RESEARCH ENGINEERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Unaudited)
(Continued)
5. PRO FORMA INCOME STATEMENT DATA
Prior to October 1995, the Company operated as an S corporation for Federal
tax purposes. Therefore, the tax expense was related to state and foreign
taxes only. In October 1995, the Company converted to a C corporation. The
pro forma net income data for the three months ended December 31, 1995 and
the nine months ended December 31, 1996 has been presented to reflect the
Company's provision for income tax expense as if the Company had been a C
corporation during the entire fiscal year ended March 31, 1996.
6. ACQUISITION
On December 3, 1996, the Company acquired all of the outstanding stock of
QSE (Bristol) Limited, a software manufacturer and marketer. The purchase,
for approximately $1,513,000 in cash, was made by Research Engineers
(Europe) Limited, the Company's United Kingdom subsidiary. This transaction
was accounted for as a purchase.
Purchase price was allocated as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Current assets $ 223
Property and equipment 44
Goodwill 954
In process research and development 715
Current liabilities (334)
Non-current liabilities (89)
--------
$ 1,513
========
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
Research Engineers, Inc. (the "Company") is a leading provider of technically
sophisticated stand-alone and network-based engineering software products that
provide fully-integrated easy-to-use design automation and analysis solutions
for use by engineering analysis and design professional worldwide. The
Company's comprehensive line of Windows-based engineering software products
includes STAAD-III, the Company's structural analysis and design software, as
well as mechanical, civil and process/piping engineering products. The
Company's software products assist engineers in performing a myriad of mission-
critical engineering tasks, including analysis and design of industrial,
commercial, transportation and utility structures, pipelines, machinery and
automotive and aerospace products and survey, contour and digital terrain
modeling.
The following discussion and analysis addresses the results of the Company's
operations for the three and nine months ended December 31, 1996, as compared to
the Company's results of operations for the three and nine months ended December
31, 1995. On July 26, 1996, the Company consummated an initial public offering
(IPO) of 1,300,000 shares of its common stock at $5.00 per share (1,495,000
shares after exercise of the underwriters over-allotment option exercised on
September 3, 1996). The net proceeds of the offering (including exercise of the
underwriters over-allotment option), after deducting underwriter's commissions
and offering costs were approximately $6,469,000.
On December 3, 1996 the company purchased all of the outstanding stock of QSE
(Bristol) Limited, a structural engineering software manufacturer and marketer.
The purchase, for approximately $1,513,000 in cash, was made by Research
Engineers (Europe) Limited, the Company's United Kingdom subsidiary. This
transaction was accounted for as a purchase. QSE's structural engineering
products extend the Company's core product lines by addressing the lower-end
residential and light commercial/industrial construction market segment.
RESULTS OF OPERATIONS: THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995 AND NINE
MONTHS ENDED DECEMBER 31, 1996 AND 1995
Net Revenues - Net revenues for the quarter ended December 31, 1996 increased by
$877,000 (47%) to $2,730,000, as compared to $1,853,000 for the quarter ended
December 31, 1995. For the nine months ended December 31, 1996, revenues
increased by $2,441,000 (51%) to $7,250,000 from $4,809,000 for the nine months
ended December 31, 1995. These increases in net revenues were primarily
attributable to (i) the Company's continued growth in overseas markets,
particularly in the Asia-Pacific market, (ii) continued market acceptance of the
32-bit Windows 95 and Windows NT versions of the Company's software products and
(iii) the acquisition of QSE (Bristol) Limited in December 1996.
Revenues are derived primarily from sales of the Company's engineering software
products and, to a lesser extent, from sales of software maintenance contracts
relating to its products. Software product revenues are recognized upon
shipment. Product maintenance revenues are amortized over the length of the
maintenance contract which is usually twelve months.
International net revenues as a percentage of total revenues for the quarter
ended December 31, 1996 increased by approximately 11% to 51%, up from 40% for
the quarter ended December 31, 1995. For the nine months ended December 31,
1996 international revenues increased by approximately 19% to 56% of total
revenues, up from 37% for the nine months ended December 31, 1995. These
increases in international revenues for the quarter were primarily the result of
increased revenues in the Asian market as the Company's products continue to
gain market acceptance and to a lesser extent the result of the acquisition of
QSE (Bristol) Limited in December 1996. The Company's domestic revenues are
denominated in U.S. Dollars. However, revenues and expenses for the Company's
foreign subsidiaries and sales offices, are usually recorded in the applicable
foreign currency and translated with any applicable
7
<PAGE>
foreign exchange adjustments. There were no foreign exchange gains or losses
which were material to the Company's financial results during either of the nine
months ended December 31, 1996 and 1995.
Gross profit - Gross profit increased by $787,000 (46%) to $2,508,000 in the
quarter ended December 31, 1996 as compared to $1,721,000 for the quarter ended
December 31, 1995. Gross profit increased by $2,246,000 (51%) to $6,689,000 in
the nine months ended December 31, 1996 as compared to $4,443,000 for the nine
months ended December 31, 1995. The increases were due to increased sales
volume.
Gross margin decreased by 1% to 91.9% in the quarter ended December 31, 1996 as
compared to 92.9% for the quarter ended December 31, 1995. This decrease is
attributable to the increase in international sales volume which resulted in
slightly higher costs associated with translating, preparing and shipping
software and users manuals for sale in the oversees markets. For the nine
months ended December 31, 1996 gross margin remained consistent at 92.3% as
compared to 92.4% for the nine months ended December 31, 1995 with the slight
decrease attributable to the increased international sales volume. Cost of
goods sold are not normally significant as a percentage of net revenues due to
the nature of the Company's products.
Selling, general and administrative expense - Selling, general and
administrative expense increased by $812,000 (69%) to $1,988,000 in the quarter
ended December 31, 1996 as compared to $1,176,000 for the quarter ended December
31, 1995, and increased as a percentage of net revenues to 72.8% from 63.5%, in
the comparable quarter of the prior year. Selling, general and administrative
expense increased by $2,131,000 (73%) to $5,068,000 in the nine months ended
December 31, 1996 as compared to $2,937,000 for the nine months ended December
31, 1995, and increased as a percentage of net revenues to 69.9% from 61.1%, in
the comparable nine months of the prior year. Selling expenses increased as a
result of the higher commissions being paid associated with higher net revenues
in the oversees markets, an increased number of telesales professionals and
expanded worldwide sales operations. General and administrative expenses
increased due to the addition of administrative, customer service and technical
support personnel and increased professional fees.
Research and development expense - Research and development expense decreased by
$25,000 (7%) to $312,000 in the quarter ended December 31, 1996 as compared to
$337,000 for the quarter ended December 31, 1995, and decreased as a percentage
of net revenues to 11.4% from 18.2%, in the comparable quarter of the prior
year. Research and development expense, decreased by $140,000 (14%) to $871,000
during the nine months ended December 31, 1996 as compared to $1,011,000 for the
nine months ended December 31, 1995, and decreased as a percentage of net
revenues to 12.0% from 21.0%, in the comparable nine months of the prior year.
Research and development expenses consist primarily of software developers'
wages and from time to time the costs of software development performed by
outside parties. Decreases in research and development expense for the periods
presented are due to higher expenses being incurred for outside development
during the nine months ended December 31, 1995 as compared to the nine months
ended December 31, 1996.
In process - In connection with the acquisition of QSE (Bristol) Limited in
December 1996, the Company received an appraisal of the assets acquired which
indicated that these assets combined include approximately $715,000 of research
and development in process. In the opinion of management and the appraiser, the
technological feasibility of the acquired technology had not yet been
established and the technology had no future alternative uses at the time of the
acquisition, and accordingly, this amount was charged to expense. These costs
are considered non recurring expenses and the comp is not able to determine if
any such costs will be incurred in the future.
Other (income) expense - Net interest (income) expense increased by $117,000
(192%) to ($56,000) in the quarter ended December 31, 1996 as compared to
$61,000 for the quarter ended December 31, 1995. Net interest (income) expense
increased by $217,000 (116%) to ($30,000) during the nine months ended December
31, 1996 as compared to $187,000 for the nine months ended December 31, 1995.
For both periods the decrease is a result of the repayment of portions of the
Company's debt following the IPO combined with the effect of interest income
from the invested proceeds of the IPO.
8
<PAGE>
Income taxes - Income tax expense (benefit) increased by $81,000 to $79,000 in
the quarter ended December 31, 1996 as compared to ($2,000) for the quarter
ended December 31, 1995. Income tax expense increased by $210,000 to $236,000
in the nine months ended December 31, 1996 as compared to $26,000 for the nine
months ended December 31, 1995. In 1995, the Company operated as an S
corporation for federal tax purposes. Therefore, the tax expense was related to
state and foreign taxes only. In October 1995, the Company converted to a C
corporation. Therefore, tax expense for the three and nine months ended
December 31, 1996 includes federal tax expense on operations subsequent to
conversion. The pro forma net income data for the nine months ended December
31, 1995 has been presented to reflect the Company's provision for income tax
expense as if the Company had been a C Corporation during the entire fiscal year
ending March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Certain statements contained in this "Liquidity and Capital Resources" are
"forward-looking statements" that involve risks and uncertainties. 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 this report, uncertainties regarding market
acceptance of new products, including those acquired by QSE (Bristol) Limited,
and product enhancements, delays in the introduction of new products, and risks
associated with managing the Company's growth, as well as those factors
discussed in the Company's Registration Statement on Form SB-2 and related
Prospectus dated July 25, 1996, and the "Risk Factors" described therein.
The Company currently finances its operations (including capital expenditures)
primarily through cash flows from operations as well as its cash and short-term
investment balances.
The Company's principal sources of liquidity at December 31, 1996, consisted of
$1,259,000 of cash, $1,521,000 of short-term investments and approximately
$910,000 available under various lines of credit with Union Bank of California.
The Company's short-term investments consist of $1,011,000 of United States
government agency securities, classified as held-to-maturity and $510,000 of
preferred stock marketable equity securities, classified as available-for-sale.
The increase in total cash and investments during the nine months ended December
31, 1996 was primarily attributable to the proceeds of the IPO combined with
increases in deferred maintenance revenue and income taxes payable offset by the
repayment of debt, the purchase of capital assets and the acquisition of QSE
(Bristol) Limited combined with increases in accounts receivable, prepaid
expenses and other assets and decreases in accounts payable and accrued
expenses.
The Company has a $500,000 line of credit and a $500,000 equipment line with
Union Bank of California, the line of credit bears interest at the prime rate.
The equipment line bears interest at either prime plus 2.25% (fixed) per annum
or prime plus 0.50% (variable) per annum. These credit lines are collateralized
by substantially all of the assets of the Company. The line of credit and
equipment line expire on August 31, 1997 and April 1, 2000, respectively. As of
December 31, 1996 there was approximately $90,000 of principal and accrued
interest outstanding under the equipment line and no amounts of principal or
accrued interest outstanding under the line of credit. The Company plans to
negotiate a renewal to the line of credit (expiring in August 1997), however
there can be no assurances that such negotiations will be successful.
The Company consummated its IPO on July 26, 1996. The net proceeds to the
Company of $6,469,000 (which includes the amount received by the Company as a
result of the exercise of the underwriters over-allotment option on September 3,
1996) were used to repay approximately $2,379,000 of indebtedness to
stockholders and banks and acquire QSE (Bristol) Limited for approximately
$1,513,000. The remaining proceeds are anticipated to be used to further repay
indebtedness, to fund research and development activities, to augment the
Company's sales, marketing and customer support activities and to acquire
related businesses, products and technologies.
9
<PAGE>
The Company believes that its current cash and short-term investment balances
and cash generated from operations and borrowings available under the Company's
lines of credit will provide adequate working capital to fund the Company's
operations at currently anticipated levels through December 31, 1997. To the
extent that such amounts are insufficient to finance the Company's working
capital requirements, the Company will be required to raise additional funds
through public or private equity or debt financings. There can be no assurance
that such additional financings will be available, if needed, or, if available,
will be on terms satisfactory to the Company.
10
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.26 QSE (Bristol) Limited Share Sale and Purchase Agreement
(incorporated by reference to Exhibit 2.1 to Registrant's Form
8-K filed on February 14, 1997)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
11
<PAGE>
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 hereunto duly authorized.
Date: February 14, 1997
RESEARCH ENGINEERS, INC.
By: /S/ AMRIT K. DAS
----------------
Amrit K. Das
Chairman of the Board, President,
Chief Executive Officer and
Director (principal executive officer)
By: /S/ BRIAN PAUL
--------------
Brian Paul
Chief Financial Officer, Secretary
and Treasurer (principal financial
and accounting officer)
12
<PAGE>
EXHIBIT INDEX
-------------
Exhibit 10.26 QSE (Bristol) Limited - Share sale and Purchase Agreement
(incorporated by reference to Exhibit 2.1 to Registrant's Form
8-K filed on February 14, 1997)
Exhibit 27.1 Financial Data Schedule
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,259
<SECURITIES> 1,521
<RECEIVABLES> 1,580
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,257
<PP&E> 2,621
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,546
<CURRENT-LIABILITIES> 2,197
<BONDS> 0
0
0
<COMMON> 57
<OTHER-SE> 7,064
<TOTAL-LIABILITY-AND-EQUITY> 9,546
<SALES> 7,250
<TOTAL-REVENUES> 7,250
<CGS> 561
<TOTAL-COSTS> 6,654
<OTHER-EXPENSES> (91)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (30)
<INCOME-PRETAX> 156
<INCOME-TAX> 236
<INCOME-CONTINUING> (80)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (80)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
