UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT UNDER 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
Commission File No. 000-21375
ONTRACK DATA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1521650
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
9023 COLUMBINE ROAD, 55347
EDEN PRAIRIE, MINNESOTA (Zip Code)
(Address of principal executive offices)
www.ontrack.com (952) 937-1107
(Web address) (Registrant's telephone number,
including area code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 _____
As of July 31, 2000, the Company had 10,074,598 shares of Common Stock, $.01 par
value, outstanding.
<PAGE>
ONTRACK DATA INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE
----
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED):
Condensed Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Income for the
three and six months ended June 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7-10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK 10
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
2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ONTRACK DATA INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
2000 1999
------------ ------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 15,452 $ 14,992
Marketable securities 13,920 13,713
Accounts receivable, net 7,186 6,382
Deferred income taxes and other assets 3,178 2,962
------------ ------------
Total current assets 39,736 38,049
Long-term marketable securities 1,988 3,323
Furniture and equipment, net 6,156 6,002
Intangibles, net 7,088 8,467
------------ ------------
TOTAL ASSETS $ 54,968 $ 55,841
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ 3,028 $ 6,810
SHAREHOLDERS' EQUITY:
Common stock (10,068 and 10,023 shares issued and
outstanding at June 30, 2000 and December 31, 1999,
respectively) 100 100
Additional paid-in capital 30,970 30,732
Accumulated other comprehensive income (42) (8)
Retained earnings 20,912 18,207
------------ ------------
Total shareholders' equity 51,940 49,031
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 54,968 $ 55,841
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
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ONTRACK DATA INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
------------------------ -------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Data recovery services and products $ 10,004 $ 7,807 $ 18,813 $ 14,958
Software 2,925 1,258 5,900 2,517
---------- ---------- ---------- ----------
TOTAL REVENUES 12,929 9,065 24,713 17,475
COST OF REVENUES:
Data recovery services and products 2,217 2,070 4,257 3,945
Software 748 180 1,641 424
---------- ---------- ---------- ----------
TOTAL COST OF REVENUES 2,965 2,250 5,898 4,369
---------- ---------- ---------- ----------
GROSS MARGIN 9,964 6,815 18,815 13,106
OPERATING EXPENSES:
Sales and marketing 3,401 2,201 6,533 4,414
Research and development 2,218 1,483 4,380 2,920
General and administrative 2,211 1,784 4,283 3,361
Amortization of goodwill 463 -- 925 --
Terminated merger costs -- -- (579) --
---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES 8,293 5,468 15,542 10,695
---------- ---------- ---------- ----------
OPERATING INCOME 1,671 1,347 3,273 2,411
INTEREST AND OTHER INCOME 349 260 619 520
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 2,020 1,607 3,892 2,931
PROVISION FOR INCOME TAXES 607 530 1,187 954
---------- ---------- ---------- ----------
NET INCOME $ 1,413 $ 1,077 $ 2,705 $ 1,977
========== ========== ========== ==========
BASIC NET INCOME PER SHARE $ 0.14 $ 0.11 $ 0.27 $ 0.20
DILUTED NET INCOME PER SHARE $ 0.14 $ 0.11 $ 0.26 $ 0.20
WEIGHTED AVERAGE SHARES
USED IN COMPUTATION OF:
BASIC NET INCOME PER SHARE 10,051 9,714 10,042 9,706
DILUTED NET INCOME PER SHARE 10,346 9,732 10,427 9,732
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
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ONTRACK DATA INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30
-------------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 2,705 $ 1,977
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation 1,222 996
Amortization of capitalized software 590 540
Amortization of goodwill 789 --
---------- ----------
Cash flow from operations before changes in
operating assets and liabilities 5,306 3,513
Changes in operating assets and liabilities:
Accounts receivable (804) 483
Other current assets (216) 460
Accounts payable and accrued expenses (3,087) (1,069)
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,199 3,387
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment (1,376) (1,334)
Payment of earnout related to Mijenix acquisition (729) --
Net decrease (increase) of short-term and long-term
marketable securities 1,128 (1,685)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (977) (3,019)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and employee
stock purchase plan 238 102
---------- ----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 238 102
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 460 470
Cash and cash equivalents, beginning of period 14,992 14,724
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 15,452 $ 15,194
========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
ONTRACK DATA INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
ONTRACK Data International, Inc. (the "Company"), a leading provider of
data availability software and service solutions, helps customers
protect, manage, recover and discover their valuable data. The
Company's headquarters are in Eden Prairie, Minnesota, and it has
offices in Los Angeles, California; Washington, D.C.; New York, New
York; Boulder, Colorado; London, England; Stuttgart, Germany and Paris,
France.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in annual financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted as permitted by such rules and regulations. These
financial statements and related notes should be read in conjunction
with the financial statements and notes thereto included in the
Company's audited consolidated financial statements for the year ended
December 31, 1999 contained in the Company's Annual Report on Form 10-K
for 1999.
In the opinion of management, the interim financial statements reflect
adjustments, consisting of normal recurring accruals, which are
necessary to present fairly the Company's financial position, results
of operations and cash flow for the periods indicated. The results of
operations for the second quarter and six months ended June 30, 2000
are not necessarily indicative of the results to be expected for the
full year.
NET INCOME PER SHARE
Basic net income per share includes no dilution and is computed by
dividing net income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted net
income per share reflects the potential dilution of securities that
could share in the earnings of the Company. The difference between the
Company's basic and diluted net income per share data as presented is
due to the dilutive impact from stock options whose exercise price was
below the average common stock price for the respective period
presented.
COMPREHENSIVE INCOME
The components of comprehensive income for the second quarter and six
months ended June 30, 2000 and 1999 are foreign currency translation
adjustments. Comprehensive income is not separately reported, as
amounts were not significant.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPARISON OF SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
REVENUES
DATA RECOVERY SERVICES AND PRODUCTS:
Data recovery services and products revenues for the second quarter of 2000
increased 28% compared to the second quarter of 1999. For the six months ended
June 30, 2000, data recovery services and products revenues increased 26%
compared to the first six months of 1999. Data recovery services and products
revenues consist of the following:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30 % Ended June 30 %
-------------------- -------------------
2000 1999 Increase 2000 1999 Increase
-------- -------- -------- -------- -------- --------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
In-lab recovery services $ 6,157 $ 5,896 4% $ 12,561 $ 11,979 5%
Remote recovery services 683 615 11% 1,444 950 52%
Do-it-yourself data recovery software 659 850 -22% 1,252 1,183 6%
Electronic Information Management 2,505 446 462% 3,556 846 320%
-------- -------- -------- -------- -------- --------
Total $ 10,004 $ 7,807 28% $ 18,813 $ 14,958 26%
======== ======== ======== ======== ======== ========
</TABLE>
The increase in remote recovery services for both the second quarter and six
months ended June 30, 2000, is due to the Company's increased data recovery
capabilities to work with customers' server based storage devices over modem or
through the internet. The decrease in do-it-yourself data recovery software in
the second quarter of 2000 is due to the previous year's sales benefiting from
helping users recover data lost to the Chernobyl virus. The increase in
Electronic Information Management (EIM) for the second quarter and six months
ended June 30, 2000, is due to a steady stream of projects resulting from our
expanded sales and marketing activities and increased awareness by the United
States legal community of the Company's capabilities.
SOFTWARE:
Software revenues for the second quarter of 2000 increased 133% compared to the
second quarter of 1999. For the six months ended June 30, 2000, software
revenues increased 134% compared to the first six months of 1999. This increase
is principally due to the $1.5 million in the second quarter of 2000 and $3.4
million in the six months ended June 30, 2000 sales of the retail software
utility products by the Company's Boulder division.
7
<PAGE>
GROSS MARGINS
DATA RECOVERY SERVICES AND PRODUCTS:
Gross margin on data recovery services and products revenues for the second
quarter and six months ended June 30, 2000 were approximately 78 % and 77 %,
respectively, compared to 73% and 74% for the comparable periods of 1999. The
increase is due to the Company's more favorable mix of new higher margin
services; principally remote data recovery and EIM business.
SOFTWARE:
Gross margin on software revenues for the second quarter and six months ended
June 30, 2000 were approximately 74% and 72 %, respectively, compared to 86% and
83% for the comparable periods of 1999. As revenues from the Boulder division
products make up a larger portion of software revenues, software gross margins
have declined to their expected level.
OPERATING EXPENSES
SALES AND MARKETING:
Sales and marketing expenses for the second quarter of 2000 increased 55%
compared to the second quarter of 1999 and increased 48% in the first six months
of 2000 compared to the same period of 1999. As a percentage of revenues, sales
and marketing expenses were 26% for both the second quarter and six months ended
June 30, 2000, respectively, compared to 24% and 25% for the comparable periods
of 1999. The increases are due to the activities of the Boulder division and the
investments made in its EIM business and in RapidRecall(TM), the Company's
online backup product.
RESEARCH AND DEVELOPMENT:
Research and development expenses for both the second quarter and first six
months of 2000 increased 50% compared to the comparable periods of 1999. As a
percentage of revenues, research and development expenses were 17% and 18 % for
the second quarter and six months ended June 30, 2000, respectively, compared to
16% and 17% for the comparable periods of 1999. The increases are due primarily
to the development of its software utility products for delivery via an
Application Service Provider (ASP).
GENERAL AND ADMINISTRATIVE:
General and administrative expenses for the second quarter of 2000 increased 24%
compared to the second quarter of 1999 and increased 27% in the first six months
of 2000 compared to the first six months of 1999. As a percentage of revenues,
general and administrative expenses were 17% for both the second quarter and six
months ended June 30, 2000, respectively, compared to 20% and 19% for the
comparable periods of 1999. The increases in dollars are due principally to the
Boulder division, which was acquired in July of 1999. The decrease as a percent
of revenues is due to general and administrative costs not rising in direct
proportion to the increase in revenues.
8
<PAGE>
GOODWILL
Goodwill relates to the Company's Boulder division acquisition. Goodwill is
being amortized on a straight-line basis over a period of 60 months.
PROVISION FOR INCOME TAXES
For the six months ended June 30, 2000, the Company provided for taxes at 30.5%,
its estimated tax rate for the year. The effective rate is lower than the
statutory rate because of the impact of tax exempt interest income earned on
investments and the impact of research and development credits.
NET INCOME PER SHARE
The changes in basic and diluted net income per share for all periods presented
are due to changes in net income.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flow from operations before changes in current assets and liabilities
was $5.3 million and $3.5 million for the six months ended June 30, 2000 and
1999, respectively. Cash provided by and used in investment activities was
primarily for the purchase of furniture and equipment, the final payment for the
Boulder Division acquisition accrued at December 31, 1999, and sale of
short-term and long-term marketable securities.
The Company has invested its cash principally in high-grade taxable and tax
exempt government securities. As of June 30, 2000, $2.0 million are classified
as long-term, with the remaining $29.4 million classified as cash and cash
equivalents or short-term marketable securities.
FORWARD-LOOKING STATEMENTS
Information included in this Form 10-Q, in Ontrack's Annual Report, in future
filings with the SEC and in Ontrack's press releases, which uses forward-looking
terminology such as "may," "will," "expect," "plan," "intend," "anticipate,"
"estimate," or "continue" or other variations thereon constitutes
forward-looking information. The factors set forth below and other risk factors
described elsewhere in this Form 10-Q, in Ontrack's Annual Report, in future
filings with the SEC and in Ontrack's press releases constitute cautionary
statements identifying important factors with respect to such forward looking
statements, including certain risks and uncertainties, that could cause actual
results to differ materially from those in such forward-looking statements: (1)
the computer industry is characterized by rapid technological changes and
frequent introductions of new enhanced products and Ontrack must constantly
adapt its data recovery techniques, its data recovery hardware and software
tools and its commercial software products to keep pace with these technological
changes; (2) Ontrack intends to invest in product development, joint ventures,
acquisitions and other projects to enhance its revenues, and there is no
assurance that these projects will yield the desired growth in revenues and
earnings; (3) future technological developments in computer operating systems,
automatic data backup systems and other data protection techniques have the
potential to eliminate or reduce the risk of data loss; (4) Ontrack's software
revenues depend on disk drive shipments by OEM's; trends in the disk drive
industry; and the risks inherent in the retail product markets (including
product returns and changing customer demands), which Ontrack cannot control;
(5) Ontrack has introduced and intends to introduce new products (such as
RapidRecall(TM)) and there can
9
<PAGE>
be no assurance of market acceptance of any such product; and (6) Ontrack
depends to a large degree on its ability to attract and retain technical
personnel.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There has been no material change in the Company's exposure to market risk since
December 31, 1999. Please refer to Item 7A (Quantitative and Qualitative
Disclosures about Market Risk) of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999 for more information.
10
<PAGE>
ONTRACK DATA INTERNATIONAL, INC.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders was held at the company
headquarters located at 9023 Columbine Road, Eden Prairie,
Minnesota, on May 25, 2000. The stockholders took the
following actions:
(a). The stockholders elected five directors to serve for
one-year terms. The stockholders present in person or
by proxy cast the following numbers of votes in
connection with the election of directors, resulting
in the election of all nominees:
Votes
Votes For Withheld
--------- --------
Michael W. Rogers 8,850,880 481,664
John E. Pence 8,851,110 481,434
Gary S. Stevens 8,851,110 481,434
Roger D. Shober 8,851,110 481,434
Robert M. White, Ph.D. 8,851,110 481,434
(b). The stockholders approved the amendment of the
Company's 1996 Stock Incentive Plan to increase the
number of shares reserved for issuance under the
Plan. 5,799,802 votes were cast for the resolution;
1,153,479 votes were cast against the resolution; and
shares representing 19,652 votes abstained.
(c). The stockholders ratified the appointment of Grant
Thornton LLP as the Company's independent auditors
for fiscal 2000. 9,297,515 votes were cast for the
resolution; 19,271 votes were cast against the
resolution; and shares representing 15,758 votes
abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a). Exhibit 27.1 Financial Data Schedule
11
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ONTRACK DATA INTERNATIONAL, INC.
SIGNATURES
In accordance with 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.
ONTRACK DATA INTERNATIONAL, INC.
--------------------------------
(Registrant)
Date: August 14, 2000 By: /s/ Michael Rogers
-----------------------------------------
Michael W. Rogers
Chairman and Chief Executive Officer
Date: August 14, 2000 By: /s/ Tom Skiba
-----------------------------------------
Thomas P. Skiba
Vice President & Chief Financial Officer
12
