<PAGE>
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 30, 1999
or
[_] Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange
Act of 1934 For the Transition Period From ____________ to ______________
Commission File number 000-23025
============================================================================
NOTIFY TECHNOLOGY CORPORATION
____________________________________
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 77-0382248
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1054 South De Anza Blvd. #105
San Jose, CA 95129
----------------------------------------
(Address of principal executive offices)
(408) 777-7920
(Issuer's telephone number)
============================================================================
Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
As of June 30, 1999 there were 4,404,160 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format
Yes No X
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<TABLE>
<CAPTION>
INDEX
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<S> <C>
PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements: (unaudited)
Balance Sheet as of June 30, 1999..................................... 3
Statements of Operations for the three-month periods ended
June 30, 1999 and 1998................................................ 4
Statements of Cash Flows for the three-month periods ended
June 30, 1999 and 1998................................................ 5
Notes to the Financial Statements..................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................. 7
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K...................................... 11
SIGNATURES ...................................................................... 11
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2
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PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements
NOTIFY TECHNOLOGY CORPORATION
BALANCE SHEET
<TABLE>
<CAPTION>
June 30,
1999
-------------
Assets (unaudited)
<S> <C>
Current assets:
Cash and cash equivalents $ 2,757,949
Accounts receivable 305,329
Inventories 1,077,202
Prepaid assets 41,122
-------------
Total current assets 4,181,602
Property and equipment, net 166,186
Other assets 92,943
-------------
Total assets $ 4,440,731
=============
Liabilities and shareholders' equity
Current liabilities:
Accounts payable 141,738
Accrued liabilities 429,477
------------
Total current liabilities 571,215
Shareholders' equity:
Common stock 4,404
Additional paid-in capital 11,989,102
Retained earnings (8,123,990)
------------
Total shareholders' equity 3,869,516
------------
Total liabilities and shareholders' equity $ 4,440,731
============
</TABLE>
See accompanying notes to unaudited financial statements
3
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NOTIFY TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three-Month Periods Nine-Month Periods
Ended June 30, Ended June 30,
1999 1998 1999 1998
-------------------- ------------------- ------------------ --------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Product sales $ 482,004 $ 213,131 $ 988,858 $ 1,485,601
Cost of sales 501,814 272,719 783,020 1,187,671
-------------------- ------------------- ------------------ --------------------
Gross profit (19,810) (59,588) 205,838 297,930
Operating expenses:
Research & development 372,476 388,746 993,861 1,119,919
Sales and marketing 188,177 162,995 545,471 430,723
General and administrative 294,051 235,097 778,678 675,834
-------------------- ------------------- ------------------ --------------------
Total operating expenses 854,704 786,838 2,318,010 2,226,476
-------------------- ------------------- ------------------ --------------------
Loss from operations (874,514) (846,426) (2,112,172) (1,928,546)
Other (income) and expense, net (34,028) (37,143) (71,934) (146,636)
-------------------- ------------------- ------------------ --------------------
Net loss $ (840,486) $ (809,283) $ (2,040,238) $ (1,781,910)
==================== =================== ================== ====================
Basic and diluted net loss per share $ (0.21) $ (0.35) $ (0.68) $ (0.78)
==================== =================== ================== ====================
Weighted average shares outstanding 4,016,513 2,296,439 2,987,797 2,296,828
==================== =================== ================== ====================
</TABLE>
See accompanying notes to unaudited financial statements
4
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NOTIFY TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine-Month Period
Ended June 30,
1999 1998
---------------------------------
(Unaudited)
<S> <C> <C>
Cash Flows used in operating activities:
Net loss $ (2,040,238) $ (1,781,910)
Adjustments to reconcile net loss to cash used in
Operating activities:
Depreciation and amortization 47,970 38,682
Changes in operating assets and activities:
Accounts receivable (216,461) 339,827
Inventories (248,879) 98,768
Prepaid assets 114,134 (194,050)
Accounts payable (92,442) (478,197)
Accrued liabilities 109,105 16,044
------------------------------
Net cash used in operating activities (2,326,811) (1,960,836)
------------------------------
Cash flows used in investing activities:
Expenditures for property & equipment (88,798) (41,095)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of common stock 3,044,200 ------
Repayments under line of credit ----- (36,665)
Payments on repurchase of unvested stock ----- (354)
Proceeds from exercise of options 5,823 ------
Proceeds from exercise of warrants 1,551 5
Payments on note payable to shareholder ----- (200,000)
Repayments of notes receivable from shareholders 4,371 4,175
------------------------------
Net cash provided by (used in) financing activities 3,055,945 (232,839)
------------------------------
Net decrease in cash and cash equivalents 640,336 (2,234,770)
Cash and cash equivalents at beginning of period 2,117,613 5,030,331
------------------------------
Cash and cash equivalents at end of period $ 2,757,949 $ 2,795,561
==============================
</TABLE>
See accompanying notes to unaudited financial statements
5
<PAGE>
NOTIFY TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS, (Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Notify Technology
Corporation (referred to as "we", "us" and "our" unless the context otherwise
requires), have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions of Regulation
S-B Item 310(b) and Article 10 of Regulation S-X. The balance sheet as of June
30, 1999, and the statements of operations for the three-month periods ended
June 30, 1999 and 1998 and the statements of cash flows for the nine-month
periods ended June 30, 1999 and 1998 are unaudited but include all adjustments
(consisting only of normal recurring adjustments), which we consider necessary
for a fair presentation of the financial position at such date and the operating
results and cash flows for those periods. Although we believe that the
disclosures in these financial statements are adequate to make the information
presented not misleading, certain information normally included in financial
statements and related footnotes prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The accompanying
financial statements should be read in conjunction with the financial statements
and notes thereto included in our Annual Report on Form 10-KSB for the year
ended September 30, 1998.
Results for any interim period are not necessarily indicative of results
for any other interim period or for the entire year.
2. NET LOSS PER SHARE
Net loss per share is computed using the weighted-average number of shares
of common stock outstanding during the periods presented. Potential common
shares are excluded from the computation as their effect is antidilutive in
accordance with the Financial Accounting Standards Board Statement No. 128,
"Earnings per Share" (SFAS 128). SFAS 128 replaced the previously reported
primary and fully diluted earnings per share with basic and diluted earnings per
share. The weighted average number of common shares used in the net loss per
share calculation was reduced by the common stock, and common stock equivalents
placed in escrow in connection with the our initial public offering.
3. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.
4. CASH EQUIVALENTS
Cash equivalents consist mainly of money market funds and commercial paper
that are highly liquid financial instruments that are readily convertible to
cash. We have not incurred losses related to these instruments. As of June 30,
1999, we had no material investments in debt or equity securities.
6
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NOTIFY TECHNOLOGY CORPORATION
5. INVENTORIES
Inventories consist principally of raw materials and subassemblies, which
are stated at lower of cost (first-in, first-out) or market.
<TABLE>
<CAPTION>
June 30,
1999
----------
<S> <C>
Raw Materials $ 499,127
Work In Process 294,748
Finished Goods 283,327
----------
$1,077,202
==========
</TABLE>
6. INCOME TAXES
Due to the our loss position, there was no provision for income taxes for
the three month and nine month periods ended June 30, 1999 and 1998.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I - Item 1 of this
Quarterly Report and the audited financial statements and notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in our Annual Report on Form 10-KSB for the year ended
September 30, 1998.
RESULTS OF OPERATIONS
Three-Month Periods Ended June 30, 1999 and 1998
Revenue consists of gross revenue less product returns. Sales of the Call
Manager product, new for fiscal 1999, represented 48% of our revenue in the
three month period ended June 30, 1999. Sales of the Centrex Receptionist
represented 42% of our revenue in the three month period ended June 30, 1999
compared to 48% in the three month period ended June 30, 1998. Sales of
MessageAlert product represented 10% of our revenue in the three month period
ended June 30, 1999 compared to 52% in the three month period ended June 30,
1998. Revenue for the three month period ended June 30, 1999 increased to
$488,004 from $213,131 for the three month period ended June 30, 1998. Revenue
was up from the previous year due to the introduction of the Call Manager
product line and growth in Centrex Receptionist sales. Sales to telephone
companies were 90% and 72% of revenue for the three-month periods ended June 30,
1999 and 1998, respectively. In addition, three customers accounted for 46%, 19%
and 17% of sales in the three month period ended June 30, 1999 and one customer
accounted for 70% of sales in the three month period ended June 30, 1998.
A substantial portion of our revenue in the three-month period ended June
30, 1999 was derived from continuing, non-promotional telephone company programs
selling the Centrex Receptionist, yet a significant portion of sales comes in
connection with telephone company promotional programs utilizing our Call
Manager product. As the timing and size of promotional programs using our Call
Manager caller-ID products is uncertain, we anticipate we will continue to
experience substantial variances in quarterly revenue.
In addition, the older MessageAlert product line aimed solely at Voice Mail
customer acquisition has decreased in importance as the demand for adjuncts that
support Voice Mail only services has decreased. Based upon requests for
quotations from telephone companies, we believe the trend toward bundling
services will make the Call Manager product line more important to our future
than the MessageAlert product line. A continuation of this trend would have a
material adverse effect on our Voice Mail-only product business and would impact
the valuation of inventory used to support Voice Mail-only business. Certain
inventory reserves are already in place to prepare for this eventuality but
additional reserves may be called for. Any provision for additional inventory
reserves would have an adverse effect on our operating results and financial
condition.
7
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NOTIFY TECHNOLOGY CORPORATION
Cost of sales consists primarily of the cost to manufacture our products.
Cost of sales increased to $501,814 in the three month period ended June 30,
1999 from $272,719 for the three month period ended June 30, 1998. This
increase was the result of increased sales of the Centrex Receptionist product
line, the start-up costs of the Call Manager product line and an additional
inventory reserve of $119,178 recorded to bring the current Call Manager 100
inventory down to the lower of "cost or market". The adjustment expensed
expediting costs to produce the initial production run of the Call Manager
product incurred to achieve accelerated deployment of the CM100 with the goal of
gaining market acceptance and sufficient performance history to qualify for
other sales opportunities
Our gross margin performance increased to (4.1)% in the three month period
ended June 30, 1999 compared to (28.0)% in the three month period ended June 30,
1998. This improvement was the result of better margins on the Centrex
Receptionist and a smaller 3RD Quarter inventory reserve expense. A mix of
Call Manager and MessageAlert sales with normal margins and the good margins
associated with our Centrex Receptionist product line resulted in a 20.6% gross
margin prior to the inventory reserve entry.
Research and development expense consists primarily of personnel costs,
contract engineering expense, testing expense and supply expenses. Research and
development expense decreased to $372,476 for the three month period ended June
30, 1999 from $388,746 for the three month period ended June 30, 1998. Research
and development costs in the three month period ending June 30, 1999 reflected
lower outside engineering expense versus the three month period ended June 30,
1998. The in-house engineering staff was expanded to support the development of
the e-mail technology announced in February 1999. The expenses for the three
month period ended June 30, 1999 were centered around software and hardware
design for the e-mail project versus the tooling and prototype costs to develop
the Call Manager product in the three month period ended June 30, 1998.
Sales and marketing expense consists primarily of personnel, travel costs
and sales commissions related to our sales and marketing efforts. Sales and
marketing costs increased to $188,177 for the three month period ended June 30,
1999 from $162,995 for the three month period ended June 30, 1998 due to an
increase in the size of the customer service department to support the Centrex
Receptionist product line. Unlike the MessageAlert product line, the Centrex
Receptionist product is remotely programmed by Notify customer service and
requires ongoing support. This support activity generates sales revenue that is
folded into the margin of the Centrex Receptionist product line.
General and administrative expense consists of general management and
finance personnel costs, occupancy expense, accounting expense and legal
expense. General and administrative expenses increased to $294,051 for the three
month period ended June 30, 1999 from $235,097 for the three month period ended
June 30, 1998. The change was the result of legal and public accounting expenses
to file and keep current two registration statements and an increase in space
costs from an increase in space needs and a rate increase.
Nine-Month Periods Ended June 30, 1999 and 1998
Sales of the Centrex Receptionist represented 56% of our revenue in the
nine month period ended June 30, 1999 compared to 8% in the nine month period
ended June 30, 1998. Sales of the Call Manager product, new for fiscal 1999,
represented 24% of our revenue in the nine month period ended June 30, 1999.
Sales of MessageAlert product represented 20% of our revenue in the nine month
period ended June 30, 1999 compared to 92% in the nine month period ended June
30, 1998. Revenue for the nine month period ended June 30, 1999 decreased to
$988,858 from $1,485,601 for the nine month period ended June 30, 1998. Revenue
was down from the previous year due to the lack of telephone company voice mail
promotions utilizing our MessageAlert product. Sales to telephone companies
consisted of 86% and 65% of revenue for the nine-month periods ended June 30,
1999 and 1998, respectively. In addition, two customers accounted for 56% and 9%
of sales in the nine month period ended June 30, 1999 and two customers
accounted for 54% and 20% of sales in the nine month period ended June 30, 1998.
Cost of sales decreased to $783,020 in the nine month period ended June 30,
1999 from $1,187,671 for the nine month period ended June 30, 1998. This
decrease was the result of a decrease in the volume of sales. Our gross margin
performance increased slightly to 20.8% in the nine month period ended June 30,
1999 compared to 20.1% in the nine month period ended June 30, 1998. Higher
gross margins associated with our Centrex Receptionist product line helped
offset poor margins on the Call Manager product in the nine month period ended
June 30, 1999.
8
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Research and development expense decreased to $993,861 for the nine month
period ended June 30, 1999 versus $1,119,919 for the nine month period ended
June 30, 1998. The Call Manager product line is now in production and the
current R&D effort is focused on the e-mail technology announced in February
1999. The expenses for the nine month period ended June 30, 1999 were centered
around software and hardware design for the e-mail project versus the tooling
and prototype costs to develop the Call Manager product in the nine month
period ended June 30, 1998.
Sales and marketing costs increased to $545,471 for the nine month period
ended June 30, 1999 compared to $430,723 for the nine month period ended June
30, 1998 due to an increase in the size of the customer service department to
support the Centrex Receptionist product line. Part of the increase was also
due to travel expense and show expense.
General and administrative expense consists of general management and
finance personnel costs, occupancy expense, accounting expense and legal
expense. General and administrative expenses increased to $778,678 for the nine
month period ended June 30, 1999 from $675,834 for the nine month period ended
June 30, 1998. The change was the result of increased legal and printing costs
to file and keep current two registration statements.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities increased to $974,950 for the three month
period ending June 30, 1999 from $925,225 for the three month period ending June
30, 1998. Cash used in operating activities for the three month period ending
June 30, 1999 was primarily related to operations, inventory for the Call
Manager product line and an increase in accounts receivable. The cash used in
operating activities for the three month period ended June 30, 1998 was
primarily related to operations and inventory purchases.
Cash used in operating activities increased to $2,326,811 for the nine
month period ending June 30, 1999 from $1,960,836 for the nine month period
ending June 30, 1998. Cash used in operating activities for the nine month
period ending June 30, 1999 was primarily related to operations, inventories
purchases and an increase in accounts receivable. The cash used in operating
activities for the nine month period ended June 30, 1998 was primarily related
to operations and pay-down of accounts payable offset largely by collections of
receivables generated in the four month period ended January 31, 1998.
We believe research and development spending will continue at or above the
current level as improvement and further development of existing and new
products continues. We also anticipate that the existing cash and cash
equivalents will enable us to maintain our current operations through at least
September 1999.
9
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NOTIFY TECHNOLOGY CORPORATION
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have date sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000.
We have developed a three-phase program to limit or eliminate Y2K
exposures. Phase I is to identify those systems, applications and third-party
relationships that have exposure to Y2K disruptions in operations. Phase II is
the development and implementation of action plans to achieve Y2K compliance in
all areas prior to the end of 1999. Also included in Phase II is the development
of contingency plans which would be implemented should Y2K compliance not be
achieved in order to minimize disruptions in operations. Phase III is the final
testing or equivalent certification of testing of each major area of exposure to
ensure compliance. We intend to complete all phases before the end of 1999.
We have identified three major areas determined to be critical for
successful Y2K compliance: Area 1, which included financial, research and
development and administrative informational systems applications reliant on
system software; Area 2, which includes research, development and quality
applications reliant on computer programs embedded in microprocessors; and Area
3, which includes third-party relationships which may be affected by Area 1 or
Area 2 exposures, which exist in other companies.
With respect to Area 1 we are conducting an internal review and contacting
all software suppliers to determine major areas of Y2K exposure. In research,
development and quality applications (Area 2), we are working with equipment
manufacturers to identify exposures. With respect to Area 3, we plan to
evaluate our reliance on third parties in order to determine whether their Y2K
compliance will adequately assure uninterrupted operations.
We have not yet completed Phase I of the Y2K program with respect to all
three of the major areas. We believe that we rely on systems, applications and
third-party relationships that, if not Y2K compliant prior to the end of 1999,
could have material adverse impact on business, financial condition and results
of operations. Because we have not completed Phase II contingency planning, we
cannot describe what action we would take in any of the areas should Y2K
compliance not be achievable in time.
As of June 30, 1999, we have identified costs related to replacement or
remediation and testing of our Area 1 computer information systems and have
implemented internal computer and software upgrades to bring the internal
systems into compliance with the Year 2000. Not having completed Phase I and
Phase II evaluations, at this time we have no basis for estimating the total
potential cost of our Y2K compliance programs. The funds for these costs will be
part of our cash flow from operations and capital expenditures.
The cost of the Year 2000 project is not expected to have a material effect
on our financial condition or results of operations unless the ability of
vendors to supply product for us is interrupted. Any interruption of product
supply in conjunction with obligations to deliver product for customer
promotional programs could have a detrimental affect on the results of
operations. The cost to us would be directly related to the size and timing of
any such interrupted program. We will be making special efforts to avoid such an
occurrence but there cannot be any assurance that we will obtain the cooperation
of vendors and customers to prevent such an event.
Based on the currently available information, we do not believe that the
Year 2000 will pose significant operational problems; however, it is uncertain
to what extent we may be affected by such matters. In addition, there can be no
assurance that the failure to ensure year 2000 capability by a supplier or
another third party would not have a material effect on us.
10
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NOTIFY TECHNOLOGY CORPORATION
FORWARD LOOKING STATEMENTS
Statements in this report regarding product development efforts, capital
resources, and future business activities are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and are subject
to the safe harbors created thereby. Actual results could differ materially
from these forward-looking statements as a result of the following factors:
business conditions and growth in the telecommunications industry and general
economics, both domestic and international; lower than expected customer orders
and timing of actual orders; the timing and extent to which telephone companies
adopt, initiate and promote programs involving the our products; competition
from other suppliers of telephony adjunct devices; changes in product mix or
distribution channels; technological difficulties and resource constraints
encountered in developing new products; and additional factors discussed from
time to time in our public reports filed with the Securities and Exchange
Commission.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during the
quarter ended June 30, 1999, for which this report is filed.
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.
NOTIFY TECHNOLOGY CORPORATION
Dated: August 11, 1999
/s/ Gerald W. Rice
Chief Financial Officer
(Principal Financial and Accounting Officer)
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 2,757,949
<SECURITIES> 0
<RECEIVABLES> 320,824
<ALLOWANCES> (15,495)
<INVENTORY> 1,077,202
<CURRENT-ASSETS> 4,181,602
<PP&E> 166,186
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,440,731
<CURRENT-LIABILITIES> 571,215
<BONDS> 0
0
0
<COMMON> 4,404
<OTHER-SE> 11,989,102
<TOTAL-LIABILITY-AND-EQUITY> 4,440,731
<SALES> 988,858
<TOTAL-REVENUES> 988,858
<CGS> 783,020
<TOTAL-COSTS> 783,020
<OTHER-EXPENSES> 2,318,010
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,040,238)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,040,238)
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<NET-INCOME> (2,040,238)
<EPS-BASIC> (0.68)
<EPS-DILUTED> (0.68)
</TABLE>
