<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 December 31, 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
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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.
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 December 31, 1999 there were 4,714,668 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format
Yes No X
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INDEX
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PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements: (unaudited)
Balance Sheet as of December 31, 1999. . . . . . . . . . . 3
Statements of Operations for the three-month periods ended
December 31, 1999 and 1998 . . . . . . . . . . . . . . . . 4
Statements of Cash Flows for the three-month periods ended
December 31, 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 . . . . . . . . . . . . . 10
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2
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PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements
NOTIFY TECHNOLOGY CORPORATION
BALANCE SHEET
December,
1999
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Assets (unaudited)
Current assets:
Cash and cash equivalents $ 2,593,343
Accounts receivable 848,329
Inventories 736,458
Prepaid assets 67,548
-----------
Total current assets 4,245,678
Property and equipment, net 251,557
Other assets 51,277
-----------
Total assets $ 4,548,512
===========
Liabilities and shareholders' equity
Current liabilities:
Accounts payable 474,732
Accrued liabilities 814,883
-----------
Total current liabilities 1,289,615
Shareholders' equity:
Common stock 4,715
Additional paid-in capital 13,161,066
Retained earnings (9,906,884)
-----------
Total shareholders' equity 3,258,897
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Total liabilities and shareholders' equity $ 4,548,512
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See accompanying notes to unaudited financial statements
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NOTIFY TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
Three months
ended December 31,
1999 1998
---------- ----------
(Unaudited) (Unaudited)
Product sales $1,069,678 $ 226,344
Cost of sales 735,445 112,300
---------- ----------
Gross profit 334,233 114,044
Operating expenses:
Research & development 379,036 327,375
Sales and marketing 318,386 186,989
General and administrative 363,261 226,287
Total operating expenses 1,060,683 740,651
---------- ----------
Loss from operations (726,450) (626,607)
Other (income) and expense, net (26,601) (20,776)
Net loss $ (699,849) $ (605,831)
========== ==========
Basic and diluted net loss per share $(0.20) $(0.26)
========== ==========
Weighted average shares outstanding 3,432,946 2,298,584
========== ==========
See accompanying notes to unaudited financial statements
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NOTIFY TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three-Month
Period
Ended December 31,
1999 1998
----------------------------
(Unaudited)
<S> <C> <C>
Cash Flows used in operating activities:
Net loss $ (699,849) $ (605,831)
Adjustments to reconcile net loss to cash used in
Operating activities:
Depreciation and amortization 47,317 16,619
Changes in operating assets and activities:
Accounts receivable (171,296) 12,426
Inventories (201,991) (7,918)
Accounts payable 55,316 (63,141)
Accrued liabilities 285,139 (43,409)
Other current assets 73,031 33,011
----------------------------
Net cash used in operating activities (612,333) (658,243)
----------------------------
Prepaid assets
Cash flows used in investing activities:
Expenditures for property & equipment (38,017) (2,036)
Cash flows provided by financing activities:
Proceeds from exercise of options and warrants 1,121,941 ------
----------------------------
Net cash provided by (used in) financing activities 1,121,941 ------
----------------------------
Net increase/(decrease) in cash and cash equivalents 471,591 (660,279)
Cash and cash equivalents at beginning of period 2,121,753 2,117,613
----------------------------
Cash and cash equivalents at end of period $2,593,344 $1,457,334
============================
</TABLE>
See accompanying notes to unaudited financial statements
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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
December 31, 1999, and the statements of operations for the three-month periods
ended December 31, 1999 and 1998 and the statements of cash flows for the three-
month periods ended December 31, 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, 1999.
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. 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 December
31, 1999, we had no material investments in debt or equity securities.
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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.
December 31,
1999
------------------------
Raw Materials $172,785
Work In Process 394,547
Finished Goods 169,126
------------------------
$736,458
========================
6. INCOME TAXES
Due to the our loss position, there was no provision for income taxes for
the three month periods ended December 31, 1999 and 1998.
7. SHAREHOLDERS EQUITY
On October 12, 1999, we received proceeds of $1,121,760 from the exercise
of warrants to purchase 311,600 shares of common stock.
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, 1999.
RESULTS OF OPERATIONS
Three-Month Periods Ended December 31, 1999 and 1998
Revenue consists of gross revenue less product returns. Sales of the Call
Manager product, which began shipping in the third quarter of fiscal 1999,
represented 58% of our revenue in the three month period ended December 31,
1999. Sales of the Centrex Receptionist represented 27% of our revenue in the
three month period ended December 31, 1999 compared to 75% in the three month
period ended December 31, 1998. Sales of the MessageAlert represented 3% of our
revenue in the three month period ended December 31, 1999 compared to 21% in the
three month period ended December 31, 1998. Revenue for the three month period
ended December 31, 1999 increased to $1,069,678 from $226,344 for the three
month period ended December 31, 1998. Revenue was up from the previous year
primarily due to increased sales of the Call Manager product line and, to a
lessor extent, growth in Centrex Receptionist sales. Sales to telephone
companies were 84% and 78% of revenue for the three-month periods ended December
31, 1999 and 1998, respectively. One customer accounted for 29% and 72% of
sales in the three month periods ended December 31, 1999 and 1998, respectively.
Two other customers accounted for 24% and 21% of sales in the three month period
ended December 31, 1999.
Most of the Call Manager revenue in the three-month period ended December
31, 1999 was derived from telephone company promotional programs utilizing the
Call Manager product as a customer acquisition device. Conversely, most of the
revenue from the Centrex Receptionist came from continuing, non-promotional
telephone company programs resulting in more consistent sales. As the timing
and size of promotional programs using our Call Manager products is uncertain,
we anticipate we will continue to experience substantial variances in quarterly
revenue.
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NOTIFY TECHNOLOGY CORPORATION
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 continue to make the Call Manager product line more important to
our future than the MessageAlert product line.
Cost of sales consists primarily of the cost to manufacture our products.
Cost of sales increased to $735,445 in the three month period ended December 31,
1999 from $112,300 for the three month period ended December 31, 1998. This
increase was the result of increased sales of the Call Manager product line.
Our gross margin performance decreased to 31.2% in the three month period
ended December 31, 1999 compared to 50.4% in the three month period ended
December 31, 1998. This decline occurred because the Call Manager product
constituted an increased proportion of our sales in the three month period ended
December 31, 1999. The Call Manager product has significantly lower margins
than the Centrex Receptionist due to competitive pressures but is generally sold
in much higher volumes.
Research and development expense consists primarily of personnel costs,
contract engineering expense, testing expense and supply expenses. Research and
development expense increased to $379,036 for the three month period ended
December 31, 1999 from $327,375 for the three month period ended December 31,
1998. Research and development cost increases in the three month period ending
December 31, 1999 reflect the growth of our staff that supports the Got Mail
product development.
Sales and marketing expense consists primarily of personnel costs, travel
costs and sales commissions related to our sales and marketing efforts. Sales
and marketing costs increased to $318,386 for the three month period ended
December 31, 1999 from $186,989 for the three month period ended December 31,
1998. This increase was due to an increase in the size of the customer service
department to support the Centrex Receptionist product line and the addition of
a Vice President of Sales and a Vice President of Marketing. We have been
expanding our ability to manage the rollout of the Got Mail product line and to
provide better support for the growing Call Manager and Centrex Receptionist
product lines. We also made a larger investment in promoting our products at
the Consumer Electronics Show held in Las Vegas in January 2000.
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 $363,261 for the
three month period ended December 31, 1999 from $226,287 for the three month
period ended December 31, 1998. The increase is primarily due to the Company's
increased public and investor communication efforts and a rise in recruiting
expenses for senior staff members.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities decreased to $612,233 for the three month
period ending December 31, 1999 from $658,243 for the three month period ending
December 31, 1998. Cash used in operating activities for the three month period
ending December 31, 1999 was primarily related to operations as well as an
increase in inventory for the Call Manager product line and an increase in
accounts receivable offset by an increase in accrued liabilities. The cash used
in operating activities for the three month period ended December 31, 1998 was
primarily related to operations.
Cash was provided by financing activities relate primarily to the proceeds
of $1,121,760 from the exercise of warrants to purchase 311,600 shares of common
stock.
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NOTIFY TECHNOLOGY CORPORATION
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 sufficient funds will be available
from cash, cash equivalents, and operating activities to support the current
level of operations through September 30, 2000. There can be no assurance that
our new products will attain favorable market acceptance. If we are unable to
attain certain goals, significant reductions in spending and the delay or
cancellation of planned activities or more substantial restructuring of our
organization may be necessary. In such an event, we intend to implement expense
reduction plans in a timely manner to enable us to meet our cash requirements
through at least September 30, 2000. These actions would have material adverse
effects on our business, results of operations, and prospects.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue was 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 developed a three-phase program to limit or eliminate Y2K exposures.
Phase I was to identify those systems, applications and third-party
relationships that had exposure to Y2K disruptions in operations. Phase II was
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 was the
development of contingency plans that would have been implemented had Y2K
compliance not been achieved in order to minimize disruptions in operations.
Phase III was the final testing or equivalent certification of testing of each
major area of exposure to ensure compliance. We completed all phases before the
end of 1999.
As of December 31, 1999, we identified costs related to replacement or
remediation and testing of our computer information systems and implemented
internal computer and software upgrades to bring the internal systems into
compliance with the Year 2000. The total cost of our Y2K compliance programs
was primarily confined to the replacement of internal personal computers. The
funds for these costs was part of our cash flow from operations and capital
expenditures.
No Y2K problems occurred as a result of passing into calendar year 2000.
We have found no evidence of Y2K problems in our internal systems. No users of
our products have yet notified us of any Y2K problems connected with the use of
our products. No vendors have yet informed us any problems related to Y2K and
deliveries of material to us has not been interrupted. Based on the currently
available information, we do not believe the Year 2000 issue will have a
material effect on our financial condition or results of operations.
9
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NOTIFY TECHNOLOGY CORPORATION
FORWARD LOOKING STATEMENTS
Statements in this report regarding product development efforts, capital
resources, future business activities and Y2K compliance 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 December 31, 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: February 11, 2000
/s/ Gerald W. Rice
Chief Financial Officer
(Principal Financial and Accounting Officer)
10
<TABLE> <S> <C>
<PAGE>
<CAPTION>
<S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 2,593,343
<SECURITIES> 0
<RECEIVABLES> 848,329
<ALLOWANCES> (14,261)
<INVENTORY> 736,458
<CURRENT-ASSETS> 4,245,678
<PP&E> 251,557
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,548,512
<CURRENT-LIABILITIES> 1,289,615
<BONDS> 0
0
0
<COMMON> 4,715
<OTHER-SE> 13,161,066
<TOTAL-LIABILITY-AND-EQUITY> 4,548,512
<SALES> 1,069,678
<TOTAL-REVENUES> 1,069,678
<CGS> 735,445
<TOTAL-COSTS> 735,445
<OTHER-EXPENSES> 1,060,683
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (699,849)
<INCOME-TAX> 0
<INCOME-CONTINUING> (699,849)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (699,849)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
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