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FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter period ended March 31, 2000
- OR -
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number 333-20709
TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Exact Name of small business issuer as specified in its charter)
DELAWARE 13-3391820
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
22681/22687 Old Canal Road, Yorba Linda, CA 92687
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(Address of principal executive offices)
(714) 974-7676
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of during the past 12 months (or for
such shorter periods 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 of common stock, $.01 par value, outstanding as of
April 30, 2000 was 598,734.
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INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets - March 31, 2000 and
June 30, 1999..........................................................3
Condensed consolidated statements of operations - three months
ended March 31, 2000 and 1999..........................................4
Condensed consolidated statements of operations - nine months
ended March 31, 2000 and 1999..........................................5
Condensed consolidated statements of cash flows - nine months ended
March 31, 2000 and 1999................................................6
Notes to condensed consolidated financial statements - March 31, 2000..7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................9
PART II. OTHER INFORMATION
Item 5. Other Information.....................................................12
Item 6. Exhibits and Reports on Form 8-K......................................13
Signatures............................................................14
2
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PART 1. FINANCIAL INFORMATION
TRANSITION ANALYSIS COMPONENTS TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 1999
--------------------------
(000's omitted
except share data)
--------------------------
(unaudited) (Note)
<S> <C> <C>
ASSETS
Current assets
Cash $ 432 $ 212
Accounts receivable, less allowances of $40 1,038 960
Prepaid expenses and other current assets 28 61
Deferred tax asset 196 98
--------------------------
Total current assets 1,694 1,331
Furniture and equipment 776 758
Less accumulated depreciation and amortization 570 497
--------------------------
206 261
Other assets
Security deposits 52 83
Software development costs - net 37 47
Excess of cost over fair value of net assets acquired, 42 46
net
--------------------------
Total assets $2,031 $1,768
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 285 $ 316
Accrued compensation expense 158 373
Accrued income taxes 229 98
Deferred income 854 531
Revolving line of credit 620 570
--------------------------
Total current liabilities 2,146 1,888
Stockholders' equity (deficiency)
Common stock, par value $.01 per share; authorized
5,000,000
shares; issued 598,734 shares as of March 31, 2000 6 6
and
June 30, 1999
Additional paid-in capital 553 553
Accumulated deficit (674) (679)
--------------------------
Total stockholders' equity (deficiency) (115) (120)
--------------------------
Total liabilities and stockholders' equity (deficiency) $2,031 $1,768
==========================
</TABLE>
Note: The condensed consolidated balance sheet at June 30, 1999 has been derived
from the audited consolidated financial statements at that date.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------------------
2000 1999
--------------------------------
(000's omitted, except share data)
<S> <C> <C>
Revenues $ 1,318 $ 1,117
Selling, general and administrative expenses 1,178 1,031
Depreciation 24 24
Amortization of software development costs and
acquisition costs 5 5
Interest expense 15 13
--------------------------------
Income before income taxes 96 44
Provision for income taxes 95 -
--------------------------------
Net income $ 1 $ 44
================================
Net income per common share - basic $ - $ .07
================================
Net income per common share -diluted $ - $ .07
================================
Average number of outstanding shares - basic 598,734 598,734
================================
Average number of outstanding shares - diluted 654,053 623,499
================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31
--------------------------------
2000 1999
--------------------------------
(000's omitted, except share data)
<S> <C> <C>
Revenues $ 3,827 $ 3,245
Selling, general and administrative expenses 3,503 3,058
Depreciation 73 66
Amortization of software development costs and
acquisition costs 14 14
Interest expense 43 41
--------------------------------
Income before income taxes 194 66
Provision for income taxes 189 -
--------------------------------
Net income $ 5 $ 66
================================
Net income per common share - basic $ .01 $ .11
================================
Net income per common share - diluted $ .01 $ .11
================================
Average number of outstanding shares - basic 598,734 598,734
================================
Average number of outstanding shares - diluted 647,249 619,797
================================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
-------------------------
(000's omitted)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5 $ 66
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 87 81
Deferred taxes (98) -
Changes in operating assets and liabilities:
Accounts receivable (78) 156
Prepaid expenses 33 30
Rent security deposits 31 -
Accounts payable, accrued expenses and income taxes (115) (97)
Deferred income 323 226
-------------------------
Net cash provided by operating activities 188 462
-------------------------
INVESTING ACTIVITIES
Purchase of equipment (18) (90)
-------------------------
Net cash used in investing activities (18) (90)
-------------------------
FINANCING ACTIVITIES
Proceeds from lines of credit 100 225
Reduction of borrowings (50) (200)
-------------------------
Net cash provided by financing activities 50 25
-------------------------
Net increase in cash 220 397
Cash at beginning of period 212 120
-------------------------
Cash at end of period $ 432 $ 517
=========================
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
6
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2000
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine-month period ended March 31, 2000
are not necessarily indicative of the results that may be expected for the year
ending June 30, 2000.
NOTE B - ORGANIZATION
ACQUISITION OF RESEARCH ANALYSIS CORP.
On September 22, 1997, Transition Analysis Component Technology, Inc. ("TACTech"
or the "Company") acquired the net assets of Research Analysis Corp. ("RAC")
pursuant to a merger (the "Merger") of RAC, a California corporation formed for
this purpose and wholly-owned by the Company, with and into RAC. Upon
consummation of the Merger, RAC, as the surviving corporation, became a
wholly-owned subsidiary of the Company. The RAC acquisition was accounted for
pursuant to the purchase method of accounting and is effective as of September
1, 1997.
7
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
NOTE C - EARNINGS PER SHARE
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations and other related disclosures:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31 MARCH 31
2000 1999 2000 1999
----------------------- ------------------------
(000's omitted, except share data)
<S> <C> <C> <C> <C>
NUMERATOR
Numerator for basic and diluted
earnings per share - income
available to common stockholders $ 1 $ 44 $ 5 $ 66
======================= ========================
DENOMINATOR
Denominator for basic earnings per
share - weighted average shares 598,734 598,734 598,734 598,734
Effect of dilutive securities:
Options 55,319 24,765 48,515 21,063
----------------------- ------------------------
Denominator for diluted earnings per
share - adjusted weighted average
shares and assumed conversions 654,053 623,499 647,249 619,797
======================= ========================
Basic earnings (loss) per share $ - $ .07 $ .01 $ .11
======================= ========================
Diluted earnings (loss) per share $ - $ .07 $ .01 $ .11
======================= ========================
</TABLE>
NOTE D - SUBSEQUENT EVENT
On January 17, 2000, the Company entered into an agreement to merge with a
subsidiary of Aspect Development Inc. ("Aspect") upon satisfaction of certain
conditions, including the approval of the Company's shareholders. In
consideration, TACTech shareholders are to receive shares of Aspect based on an
agreed upon exchange ratio as stipulated. All options to purchase TACTech stock
are to be converted into options to purchase the stock of Aspect.
8
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PART 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
TRANSACTION WITH ASPECT
On January 17, 2000, the Company agreed to merge with a subsidiary of Aspect
Development, Inc. (NASD:ASDV) as a result of which, the Company would become
a wholly-owned subsidiary of Aspect. Under the terms of the merger agreement,
all outstanding shares of the Company would be exchanged for an aggregate of
approximately 450,000 shares of Aspect (subject to adjustment for certain
events such as stock splits and stock dividends) which have been registered
for resale under the Securities Act of 1933, as amended.
Consummation of the transaction is subject to the satisfaction of many prior
conditions, including the approval by shareholders of the Company holding at
least two-thirds of all of the outstanding shares of the Company's common stock
entitled to vote. Officers, directors and certain other Company shareholders
owning, in the aggregate, approximately 57% of the outstanding shares have
already agreed to vote in favor of the merger. The meeting of stockholders is
scheduled for May 17, 2000.
The following table sets forth for the periods indicated the percentage
relationship to net sales of certain items from the statements of operations:
<TABLE>
<CAPTION>
PERCENT OF NET SALES
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999 2000 1999
----------------------- ------------------------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Selling, general and administrative 89.4 92.3 91.5 94.2
expenses
Depreciation, amortization and
software development costs 2.2 2.6 2.3 2.5
Interest expense 1.1 1.2 1.1 1.3
----------------------- ------------------------
Income before income taxes 7.3 3.9 5.1 2.0
Provision for income taxes 7.2 - 5.0 -
----------------------- ------------------------
Net income 0.1% 3.9% 0.1% 2.0%
======================= ========================
</TABLE>
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1999
The Company reported nominal net income of $1,000 or $0 per share (basic and
diluted) for the quarter ended March 31, 2000, as opposed to $44,000 or $.07 per
share (basic and diluted) per share for the quarter ended March 31, 1999.
9
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1999 (CONTINUED)
Revenues for the three months ended March 31, 2000 increased 18% to $1,318,000
as compared to revenues for the three months ended March 31, 1999 of $1,117,000.
The net increase of $201,000 is primarily attributable to the conversion of
customers from the TACTech service to the TACTRAC service and the increase in
the subscription prices and fees associated with TACTRAC.
Selling, general and administrative expenses increased 14%, approximately
$147,000, as compared to the comparable period in 1999. This increase is
primarily attributable to an increase in legal and professional expenses
incurred in connection with the Aspect merger transaction.
The provision for income taxes for the three months ended March 31, 2000 differs
from the statutory rate of 34% primarily due to the effect of merger transaction
expenses that are not deductible for tax purposes and to state taxes.
There is no provision for income taxes for the three months ended March 31, 1999
because of carryforward net operating losses (approximately $210,000, which
expire in 2013) for which the related deferred tax asset was fully reserved.
RESULTS OF OPERATIONS - NINE MONTHS ENDED MARCH 31, 2000 COMPARED TO NINE MONTHS
ENDED MARCH 31, 1999
The Company reported net income of $5,000 or $.01 per share (basic and diluted)
for the nine months ended March 31, 2000 as compared $66,000 or $.11 per share
(basic and diluted) per share for the nine months ended March 31, 1999.
Revenues for the nine months ended March 31, 2000 were $3,827,000 as compared to
revenues for the nine months ended March 31, 1999 of $3,245,000, an increase of
18%. As with the third quarter, the net increase of $582,000 is primarily
attributable to the conversion of existing TACTech service customers to TACTRAC
and the increase in the subscription prices and fees associated with TACTRAC.
Selling, general and administrative expenses increased by approximately $445,000
for the nine months ended March 31, 2000 as compared to the nine-month period in
fiscal 1999. The increase was primarily attributable to legal and professional
costs associated with the Aspect merger transaction and legal and professional
fees of approximately $200,000 in connection with the filing of a registration
statement for the purposes of distributing stock purchase rights to all
shareholders. This rights offering was cancelled during January 2000 pursuant to
the merger agreement with Aspect.
Depreciation and amortization increased $7,000 for the nine month period ended
March 31, 2000 as compared to the comparable 1999 period. This increase relates
to the purchases of approximately $117,000 of computer and related equipment in
the fiscal year end June 30, 1999 and in the nine month period ended March 31,
2000.
10
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
RESULTS OF OPERATIONS - NINE MONTHS ENDED MARCH 31, 2000 COMPARED TO NINE MONTHS
ENDED MARCH 31, 1999 (CONTINUED)
The provision for income taxes for the nine months ended March 31, 2000 differs
from the statutory federal rate of 34% primarily due to the effect of merger
transaction expenses that are not deductible for tax purposes and to state
taxes. There was no provision for income taxes for the nine months ended March
31, 1999 because of carryforward net operating losses for which the related
deferred tax asset was fully reserved.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended March 31, 2000 and for the nine months ended March 31,
1999, cash from operations and a line of credit was used to purchase computers
and related equipment and provide working capital.
Based upon current and anticipated levels of operations, the Company believes
that its cash flow from operations, combined with borrowings available under the
existing line of credit, will be sufficient to meet is current and anticipated
cash operating requirements, including scheduled interest and principal
payments, capital expenditures and working capital needs for the foreseeable
future. Upon expiration of the facility on July 1, 2000, the Company may be
required to make other financing arrangements which, if required, management
believes would be available.
YEAR 2000
In prior periods the Company discussed the nature and progress of its plans to
become Year 2000 ready. In 1999, the Company completed its remediation and
testing of its systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission critical
information technology and on-information technology systems, and believes those
systems successfully responded to the Year 2000 date change. Costs in connection
with remediating its systems were approximately $20,000. The Company is not
aware of any material problems resulting from Year 2000 issues, either with its
internal systems or services of third parties.
11
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PART II. OTHER INFORMATION
TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
ITEM 5. OTHER INFORMATION
When used in this Form 10-QSB, and in future filings by TACTech with the
Securities and Exchange Commission, in TACTech's press releases and in any oral
statements made with the approval of an authorized TACTech executive officer,
the words or phrases "will likely result", "are expected to", "will continue",
"is anticipated", "estimate", "project", or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties, including those discussed below, that could cause
actual results to differ materially from historical earnings or those presently
anticipated or projected. TACTech wishes to caution readers not to place undo
reliance on such "forward-looking statements", which speak only as of the date
made. TACTech wishes to advise readers that factors listed below could affect
TACTech's financial performance and could cause TACTech's actual results for
future periods to differ materially from any opinion or statements expressed
with respect to future periods in any current statements.
TACTech will NOT undertake and specifically declines any obligation to publicly
release the result of any revisions which may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.
DEPENDENCE ON KEY PERSONNEL
The business of TACTech is substantially dependent upon the active participation
and technical expertise of its executive officers. TACTech is dependent upon the
services of Malcolm Baca, its Executive Vice President and Chief Operating
Officer. The Company currently maintains a key-man life insurance policy on such
executive officer in the amount of $1,700,000. The Company's Board of Directors
regularly re-evaluates the need for and the amount of such key-man life
insurance. There can be no assurance, however, that TACTech can obtain
executives of comparable expertise and commitment in the event of death, or that
the business of TACTech would not suffer material adverse effects as the result
of the death (notwithstanding coverage by key-man insurance), disability or
voluntary departure or any such executive officer.
COMPETITION
TACTech's service subscription agreements are cancelable on thirty (30) days
notice. Approximately 50% of TACTech's information for its data bases comes from
numerous companies in the private sector. Accordingly, there can be no assurance
that existing arrangements with private suppliers of data will continue in
effect or, if they are canceled, that TACTech will be able to enter into
arrangements with other suppliers on terms as beneficial to TACTech as those
presently in effect. Moreover, there can be no assurance that other companies,
including existing customers of TACTech, will not avail themselves of sources of
data to develop their own software and data base services either in competition
with TACTech or to enable them to have their own sources for such services or
obtain such services from others. TACTech's software services and data bases are
protected by trade secret provisions of license agreements and by copyright
laws, but because such provisions and laws are frequently difficult or costly to
enforce, there can be no assurance that such protection will prove effective.
12
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
TECHNICAL CHANGES AND NEW PRODUCT DEVELOPMENT
In the event of changes in the structure of the computer hardware systems used
by subscribers to operate TACTech's data software, TACTech would incur capital
costs for new equipment and development costs in connection with the
reconfiguring of its software programs, which cost could be substantial and
could have an adverse effect on TACTech's profitability.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any Current Reports on Form 8-K during the quarter
ended March 31, 2000.
13
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
----------------------------------------------
(Registrant)
Date May 15 ,2000 Robert E. Schrader
----------------------------------------------
Robert E. Schrader
President and Chief Executive Officer
Date May 15, 2000 Martin S. Fawer
----------------------------------------------
Martin S. Fawer
Treasurer and Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 432
<SECURITIES> 0
<RECEIVABLES> 1,078
<ALLOWANCES> (40)
<INVENTORY> 0
<CURRENT-ASSETS> 1,694
<PP&E> 776
<DEPRECIATION> (570)
<TOTAL-ASSETS> 2,031
<CURRENT-LIABILITIES> 2,146
<BONDS> 0
0
0
<COMMON> 6
<OTHER-SE> (121)
<TOTAL-LIABILITY-AND-EQUITY> 2,031
<SALES> 3,827
<TOTAL-REVENUES> 3,827
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,590
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43
<INCOME-PRETAX> 194
<INCOME-TAX> 189
<INCOME-CONTINUING> 5
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
