<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1997
Commission file number 0-29236
MARINE MANAGEMENT SYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 06-0886588
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
470 West Avenue, Stamford, CT, 06902
(Address of Principal Executive Offices)
(203) 327-6404
(Issuer'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 Securities 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 No x
--- ---
Number of Shares of Issuer's Common Stock, $.002 par value outstanding as of
June 10, 1997 was 4,421,120
Transitional Small Business Disclosure Format (check one):
Yes No x
--- ---
<PAGE> 2
MARINE MANAGEMENT SYSTEMS, INC.
Form 10-QSB
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page No.
<S> <C>
Item 1. Financial Statements (unaudited, except as noted) 3-8
Balance Sheets, March 31, 1997 and December 31, 1996 (audited) 3
Statements of Operations, Three Months Ending 4
March 31, 1997 and March 31, 1996
Statement of Cash Flows, Three Months Ending 5
March 31, 1997 and March 31, 1996
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 9
PART II - OTHER INFORMATION
Item 6. - Exhibits and Reports on Form 8-k 14
Exhibit 11. Computation of Earnings Per Share
Exhibit 27. Financial Data Schedule
</TABLE>
<PAGE> 3
MARINE MANAGEMENT SYSTEMS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
3/31/97 12/31/96
(unaudited)
<S> <C> <C>
Assets
Current:
Cash $ 21,283 $ 58,117
Accounts receivable 947,347 954,480
Inventories 13,038 22,307
Prepaid expenses and other 74,474 44,865
----------------------------
Total current assets 1,056,142 1,079,769
Property and Equipment, net of accumulated depreciation 195,324 210,449
of $190,868 and of $516,511
Computer software costs, net of accumulated depreciation
of $1,381,426 and $862,332 2,269,612 2,002,281
Deferred registration costs 504,764 314,141
Other 5,914 5,914
----------------------------
$ 4,031,756 $ 3,612,554
============================
Liabilities and Stockholders' deficit
Current:
Short-term borrowings $ 975,000 $ 975,000
Accounts payable and accrued expenses 1,454,851 812,914
Subordinated debt - related parties 614,000 410,000
Billings in excess of costs on uncompleted contracts 125,164 81,704
Deferred revenue 221,741 275,226
Customer deposits 93,770 79,240
Current portion of long-term debt and capital lease obligations 279,269 296,767
----------------------------
Total current liabilities 3,763,795 2,930,851
Long-term debt and capital lease obligations, less current portion 257,404 266,292
Subordinated debt - related parties 666,000 666,000
----------------------------
Total liabilities 4,687,199 3,863,143
----------------------------
Redeemable preferred stock, $100 par value, 8% cumulative, 7,500 shares
authorized, non and 7,500 shares issued and outstanding 750,000 750,000
----------------------------
Commitments and contingencies
Stockholders' deficit:
Common stock, $.002 par value, 9,000,000 shares authorized,
2,701,110 and 2,007,576 issued and outstanding 5,402 5,402
Additional paid-in capital 5,456,475 5,333,475
Accumulated deficit (6,478,483) (5,950,629)
Loans receivable officers (388,837) (388,837)
----------------------------
Total stockholders' deficit (1,405,443) (1,000,589)
----------------------------
$ 4,031,756 $ 3,612,554
============================
</TABLE>
See accompanying Notes to Financial Statements
<PAGE> 4
MARINE MANAGEMENT SYSTEMS, INC.
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDING
MARCH 31, 1997 AND MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Revenues
Software $ 522,543 $ 605,097
Hardware 149,739 235,729
Contract 78,732 187,095
----------------------------
751,014 1,027,921
Cost of Revenues:
Software 196,723 207,047
Software amortization 75,000 75,553
Hardware 100,873 155,659
Contract 78,732 187,095
----------------------------
451,328 625,354
Gross profit $ 299,686 $ 402,567
Operating expenses:
Research and development 76,606 48,633
Selling and administrative 667,104 532,813
Depreciation and amortization 20,528 13,221
----------------------------
764,238 594,667
Loss from operations (464,552) (192,100)
Other income (expense):
Interest expense (63,302) (46,823)
Net loss $ (527,854) $ (238,923)
============================
Loss per share of common stock and $ (0.18) $ (0.08)
common stock equivalents
Weighted average number of common shares outstanding 2,959,010 2,557,906
</TABLE>
See accompanying Notes to Financial Statements
<PAGE> 5
MARINE MANAGEMENT SYSTEMS, INC.
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDING
MARCH 31, 1997 AND MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(527,854) $(238,923)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 95,526 71,974
Changes in Assets and Liabilities
Accounts receivable 7,133 218,508
Inventory 9,269 (5,651)
Prepaid Expenses (29,609) (67,590)
Accounts Payable and accrued expenses 618,668 71,312
Billings in excess, Deferred revenue and customer deposits 4,504 (134,743)
------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 177,637 $ (85,113)
Cash flows from investing activities:
Capitalized computer software costs (342,331) (292,912)
Acquisitions of property and equipment - net (5,131) 22,991
------------------------
NET CASH USED IN INVESTING ACTIVITIES $(347,462) $(269,921)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit -- 25,000
Deposits on Stock Subscriptions 254,250
Long-term debt and capitalized lease obligations (26,386) 81,250
Proceeds from subordinated short-term loans 350,000 --
Deferred Registration Costs (190,623) --
------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 132,991 $ 360,500
------------------------
NET INCREASE (DECREASE) IN CASH (36,834) 5,466
CASH, BEGINNING OF PERIOD 58,117 15,350
------------------------
CASH, END OF PERIOD $ 21,283 $ 20,816
========================
Supplemental Disclosures of Cash Flow Information:
Cash paid For:
Interest $ 11,400 $ 16,814
Income Taxes $ -- $ --
Supplemental disclosure of non-cash investing and financing activity:
Discount of subordinated short term loan $ 146,000 $ --
</TABLE>
See accompanying Notes to Financial Statements
<PAGE> 6
MARINE MANAGEMENT SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
NOTE 1. NATURE OF BUSINESS
Marine Management Systems, Inc. (the "Company") provides a variety of
products and services related to ship operations and maintenance management. The
Company develops and sells computer software programs, information systems and
computer equipment, as well as provides support and engineering services related
to these products throughout the world.
NOTE 2. BASIS OF PRESENTATION
1. The accompanying unaudited financial statements, which are for interim
periods, except the December 31, 1996 balance sheet, do not include all
information contained in the Company's audited financial statements and the
footnotes thereto for the year ended December 31, 1996 (the "Financial
Statements"). The December 31, 1996 balance sheet was derived from the audited
Financial Statements. Certain information and footnote disclosures included in
the Financial Statements, which are prepared in accordance with generally
accepted accounting principles, have been condensed or omitted. The accompanying
unaudited financial statements were prepared on a basis consistent with the
Financial Statements.
2. In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (which are of a normal recurring nature)
necessary for a fair presentation of the financial statements. The results of
operations for the three months ending March 31, 1997 are not necessarily
indicative of the results to be expected for the full year.
3. Computer Software Costs and Amortization
The Company capitalizes the direct costs and allocated overhead
associated with the development and testing of software programs after
technological feasibility has been established. The annual amortization of the
capitalized costs is the greater of the amount computed using the rates that
current gross revenues for a product or products bear to the total of current
and anticipated future gross revenues for that product or products, or the
straight-line method over the remaining estimated economic life of the product
including the period being presented. The establishment of technological
feasibility and the on going assessment of recoverability of capitalized
computer software costs require considerable judgment by management with respect
to certain external factors, including, but not limited to, anticipated future
revenues, estimated economic life and changes in
<PAGE> 7
software and hardware technologies. Research and Development expenditures are
expensed in the period incurred.
4. Earnings Per Share:
Loss per share of Common Stock is calculated by dividing net loss by
the weighted average number of shares of Common Stock and common stock
equivalents, if dilutive, outstanding during each of the periods presented after
giving retroactive effect to the 1 for 2.7 reverse stock split. In addition,
when an initial public offering is completed (as in the case of the Company,
effective May 1, 1997) Common Stock and common stock equivalents issued by the
Company at a price less than the estimated initial public offering price during
the twelve months immediately preceding the initial filing of the offering are
treated as outstanding for all periods presented, using the treasury stock
method.
5. Revenue and Cost Recognition
Software revenues are revenues which are derived from the sale of
software, extended warranty and support services to the marine industry
customers. Revenues are recognized in the period when the products are delivered
or the services are rendered. Revenues from the sales of extended warranty
contracts are deferred and recognized on a straight-line basis over the term of
the contract.
Hardware revenues are revenues which are derived from the sale of
hardware to non-marine and marine industry customers.
Revenues for contracts with a term in excess of one year are recognized
using the percentage of completion method, measured by percentage of costs
incurred to date to estimated total costs for each contract. Contract costs
include all direct costs and those indirect costs related to contract
performance. Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined. Changes in job performance,
job conditions and estimated profitability may result in revisions to costs and
income and are recognized in the period in which revisions are determined.
Billings in excess of costs and estimated earnings on uncompleted contracts
represent billings in excess of revenues recognized on contracts in progress.
Revenues for contracts with a term of less than one year are recognized when
either the services are performed or when the products are delivered.
6. Deferred Registration Costs
Costs incurred in connection with the Company's initial public offering
are deferred and will be charged against stockholders' equity after the
effective date of the offering, May 1, 1997.
<PAGE> 8
NOTE 3. SUBSEQUENT EVENTS
(a) The Company completed an initial public offering (the "Initial Public
Offering") underwritten by Whale Securities Co., L. P. on May 1, 1997 of one
million, four hundred forty thousand shares of Common Stock of the Company at a
price of $5.00 per share and one million, four hundred forty thousand warrants
at a price of $.10 per warrant. Each warrant will be exercisable effective May
1, 1998, to purchase one share of Common Stock at $5.50 per share. For further
information with respect to the Company and such securities, reference is made
to the Company's Registration Statement (on Form SB-2, File No. 333-21043) and
the exhibits and schedules filed as a part thereof, which are incorporated
herein by reference.
(b) Immediately prior to effectiveness of the Company's Initial Public Offering,
certain officers of the Company satisfied their respective outstanding debt to
the Company in the aggregate amount of $388,837 by selling to the Company 77,767
shares of the Company's Common Stock. As of March 31, 1997 and December 31,
1996, such balances have been included as a reduction of stockholders' equity.
NOTE 4: SALE OF INVESTMENT UNITS
In January 1997, the Company completed the sale of seven investment
units (the "Bridge Units") to six private investors at a price of $50,000 per
Bridge Unit for total gross proceeds of $350,000 (the "Bridge Financing"). Each
Bridge Unit consisted of a 9% promissory note of the Company in the principal
amount of $50,000, maturing upon the consummation, and payable out of the
proceeds, of the Initial Public Offering (each a "Bridge Note") and the 10,000
shares of Common Stock (the "Bridge Shares"). Immediately prior to the Bridge
Financing, Eugene D. Story and Robert D. Ohmes, each an executive officer and
director of the Company, contributed 45,000 and 25,000 of their shares of Common
Stock, respectively, to the Company's treasury, which treasury shares were then
issued by the Company to the investors in the Bridge Financing as the Bridge
Shares. Messrs. Storey and Ohmes contributed such shares to the Company's
treasury for issuance as Bridge Shares in order to keep constant the number of
outstanding shares of Common Stock. Messrs. Story and Ohmes treated such
contribution of shares as a contribution to capital and did not, and will not,
receive any consideration in exchange for such shares. In May 1997, an aggregate
of 20,000 Bridge Shares were returned to the Company by two investors in the
Bridge Financing for no consideration.
In connection with the sale of the Bridge Units, the Company recognized
a loan discount in the amount of $146,000 and debt issuance costs of $32,000.
The Company will recognize a charge to operations in the amount of $178,000 for
satisfaction of the debt from the proceeds of the Initial Public Offering
<PAGE> 9
MARINE MANAGEMENT SYSTEMS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Form 10-QSB contains forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ materially from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed in "Risk
Factors" in the Company's Registration Statement (Form SB-2, File No.
333-21043), which discussion is incorporated herein by reference.
Three Months Ending March 31, 1997 Compared to Three Months Ending March 31,
1996
OVERVIEW
The Company continues to expend substantial resources in connection
with the research and development of new and enhanced products. Initial modules
of the Windows-based version of the Fleet Manager Series are currently being
Beta tested and are expected to be commercially available during the second
quarter of 1997, with the balance of the Fleet Manager Modules expected to be
commercially available by the end of 1997. While the Company expects significant
growth in revenues from the introduction of these products, there can be no
assurance that any introduction of Windows-based products by the Company's
competitors prior to the Company's completion of its new product version will
not exert downward price pressure on the Company's existing Fleet Manager Series
products or will not render them obsolete and unmarketable. Moreover, there can
be no assurance that the Company will be able to successfully develop its
proposed Windows-based products within the anticipated time frame, or at all, or
that if introduced, its new Windows-based versions will achieve market
acceptance.
Starting in mid-1995, the Company began the development of the
Integrated Shipboard Information Technology (ISIT) platform for the maritime
industry. This platform is designed to permit the integration of a myriad of
ship equipment and informational systems under a common protocol, including
proposed ISIT-compliant versions of the Company's Fleet Manager Series products
currently under development, and to provide a standard interface to shore-based
systems. When completed, the ISIT platform is intended to provide users with a
common communication path for all of their ISIT-compliant software applications,
enabling them to use most satellite services and a variety of telephone networks
and services, including the internet. ISIT is also intended to provide a means
for collecting and storing a ship's operating data (for instance the data found
in the various control systems on the ship's bridge and engine room which
operate with their own proprietary protocols) in a common database and format.
<PAGE> 10
The Company is expecting to complete the initial development and to
begin testing of the ISIT platform in the second quarter of 1997 and to commence
initial marketing of the ISIT platform and ISIT-compliant versions of its
Windows-based Fleet Manager Series products by the fourth quarter of 1997. While
the Company believes the ISIT platform and ISIT compliant versions of its Fleet
Manager Series will result in significant growth in revenues, there can be no
assurance that the development of the ISIT platform or of ISIT-compliant
versions of the Fleet Manager Series or other products will be completed and
ready for market by the fourth quarter of 1997, or that any product resulting
from such development will adequately meet the requirements of the marketplace
or achieve market acceptance. The success of the Company in developing,
introducing, selling or supporting the ISIT platform, ISIT-compliant versions of
the Fleet Manager Series or additional ISIT platform-related products will
depend on a variety of factors in addition to the timely and successful
completion of product design and development, including: timely and efficient
implementation of the manufacturing process; effective sales, marketing and
customer services; and the absence of performance problems or other difficulties
that may require design modifications and related expenses and hinder market
acceptance. If the market for the ISIT platform fails to develop, develops more
slowly than anticipated or if ISIT-compliant products do not achieve market
acceptance, the Company's business, results of operations and financial
condition will be materially adversely affected.
In keeping with the Company's strategy to aggressively market its
existing and future products, during 1996 the Company significantly increased
the number of sales and marketing personnel and also substantially increased the
number of production and development personnel. It is anticipated that the
investment in development and research resources and expansion of sales and
marketing efforts will result in improvement in the Company's performance during
the current year. However, management cautions that the Company's future level
of sales and potential profitability will depend on many factors including: an
increased demand for the Company's existing products; the ability of the Company
to develop and sell new products and product versions to meet customers' needs;
the ability of management to control costs and successfully implement the
Company's strategy; and the ability of the Company to develop and deliver
products in a timely manner.
RESULTS OF OPERATIONS
Revenues for the first quarter 1997 of $751,014 were $276,907 below the same
period in 1996. Management believes software and hardware sales for the first
quarter were negatively impacted by customers deferring purchases in
anticipation of the Company's Windows-based products currently in Beta testing
(Beta testing began in May, 1997).
Government contract revenues in the first quarter of 1997 of $78,732 were
substantially ($108,363) below 1996 levels of $187,095, arising from the
diminished payments
<PAGE> 11
associated with the development of the ISIT platform. The funding for the
development of the ISIT platform nears completion.
The Company generated gross profits in the first quarter of 1997 of $299,686,
$102,881 below last year's first quarter gross profit of $402,567, due to the
lower sales levels as described above. Gross margins remained essentially level
between the two quarters, at 40% for the first quarter of 1997 and 39% for the
first quarter of 1996.
Operating expenses
Operating expenses for the first quarter 1997 of $764,238 exceeded prior year
operating expenses of $594,667 by $169,571. Research and development expenses of
$76,606 exceeded 1996 first quarter levels of $48,633 by $27,973, which reflects
an increase in work to enhance already commercially ready software costs (which
are expensed) compared to prior year, where a larger percentage of work occurred
in software development (costs which are capitalized). Selling and
Administration expenses increased $134,291 from 1996 to 1997. This is primarily
due to an increase in sales and marketing personnel between the two periods as
the Company anticipated the launch of new software products. Also, rental
expenses increased, as the Company moved its headquarters to facilities which
provide more room and a more efficient operating environment.
Interest expenses increased to $63,302 in the first quarter of 1997 from $46,823
in the same period of 1996. Higher working capital requirements demanded higher
borrowing which was accomplished through increased short term debt and the sale
of Bridge Units in the Bridge Financing.
Reduced sales and increased operating and interest expenses generated the
Company's net loss of $527,854, compared to a net loss of $238,923 in the
comparable quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements to fuel developmental and organizational costs
required to establish new products grew, and will continue to grow, until these
products are ready for shipment to customers. The Company's primary source of
liquidity at March 31, 1997 consisted of short term borrowing, including the
$350,000 bridge loan from investors, coupled with delayed vendor payments.
The Company subsequently completed the Initial Public Offering on May 1, 1997,
providing the Company with net proceeds of approximately $5,717,000. Management
believes these proceeds will provide sufficient capital to fund the Company's
capital requirements for 18 months or longer from the date of the Initial Public
Offering,
<PAGE> 12
although there can be no assurances that such funds will not be expended prior
to then due to unanticipated changes in economic conditions or other unforeseen
circumstances. In the event the Company's plans change or its assumptions prove
to be inaccurate, the Company might be required to seek additional financing
sooner than currently anticipated. The Company has no current arrangements with
respect to, or potential sources of, any additional financing. Consequently,
there can be no assurance that any additional financing, if needed, will be
available to the Company, on commercially reasonable terms, or at all.
<PAGE> 13
MARINE MANAGEMENT SYSTEMS, INC
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MARINE MANAGEMENT SYSTEMS, INC
(Registrant)
Dated: June 13, 1997 By: /s/Robert D. Ohmes
-----------------------------
Robert D. Ohmes
Executive Vice President and
Chief Financial Officer
Dated: June 13, 1997 By: /s/Eugene D. Story
----------------------------
Eugene D. Story
President and Chief Executive Officer
<PAGE> 14
PART II
OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed herewith:
11. Statement re: Computation of Per Share Earnings
27. Financial Data Schedule
(b) Report on Form 8-K No reports on Form 8-K were filed in the quarter ended
March 31, 1997
<PAGE> 1
EXHIBIT 11
MARINE MANAGEMENT SYSTEMS, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE FOR THE THREE MONTHS
ENDING
MARCH 31, 1997 AND MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Common shares outstanding at January 1: 2,701,110 2,007,576
Effective shares issuable under common stock options,
warrants, convertable securities using the Treasury
Stock Method: 335,667 628,097
Receivable shares: (77,767) (77,767)
----------- -----------
Weighted average shares outstanding: 2,959,010 2,557,906
=========== ===========
Net loss for period: $ (527,854) $ (238,923)
Excess proceeds using Treasury Stock Method: -- 25,710
Adjusted net loss: $ (527,854) $ (213,213)
----------- -----------
Loss per share: $ (0.18) $ (0.08)
=========== ===========
</TABLE>
See accompanying Notes to Financial Statements
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 21,283
<SECURITIES> 0
<RECEIVABLES> 947,347
<ALLOWANCES> 0
<INVENTORY> 13,038
<CURRENT-ASSETS> 1,056,142
<PP&E> 386,192
<DEPRECIATION> 190,868
<TOTAL-ASSETS> 4,031,756
<CURRENT-LIABILITIES> 3,763,795
<BONDS> 923,404
0
750,000
<COMMON> 5,402
<OTHER-SE> 1,410,845
<TOTAL-LIABILITY-AND-EQUITY> 4,031,756
<SALES> 751,014
<TOTAL-REVENUES> 751,014
<CGS> 451,328
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 764,238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 63,302
<INCOME-PRETAX> (527,845)
<INCOME-TAX> 0
<INCOME-CONTINUING> (527,845)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (527,845)
<EPS-PRIMARY> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
