UNITED STATES
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 September 30, 2000
OR
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
0-30090
(Commission file number)
_______________
IMAGIS TECHNOLOGIES INC.
(Exact name of small business issuer as specified in its
charter)
_______________
British Columbia, Canada
|
|
Not Applicable |
(State or other jurisdiction
of |
|
(I.R.S. Employer |
incorporation or
organization) |
|
Identification No.) |
|
|
|
1300-1075 West Georgia Street,
Vancouver,
BC |
|
V6E 3C9 |
(Address of principal executive
offices) |
|
(Zip
Code) |
(604) 684-2449
(Registrant's telephone number, including area code)
_______________
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
|
|
|
|
|
|
Shares
Outstanding |
|
Class |
|
October 3,
2000 |
|
|
|
|
|
Common stock, no par value |
|
12,510,297 |
|
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|
|
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [ X ]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
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Page No. |
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Item
1. |
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Consolidated Financial Statements |
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| |
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Consolidated
Balance Sheets |
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as of
September 30, 2000 (unaudited) and December 31, 1999 |
3 |
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| |
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Consolidated Statements of
Operations (unaudited) |
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for the three
and nine month periods ended September 30, 2000 and 1999 |
5 |
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| |
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Consolidated
Statements of Cash Flows (unaudited) |
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for the
three and nine month periods ended September 30, 2000 and 1999
|
6 |
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| |
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Notes
to Consolidated Financial Statements |
7 |
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Item
2. |
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Management's
Discussion and Analysis of Financial Condition an |
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Results of Operations |
11 |
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PART
II - OTHER INFORMATION |
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Item
1. |
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Legal
Proceedings |
15 |
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Item
2. |
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Changes in
Securities |
15 |
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Item
3. |
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Defaults
upon Senior Securities |
15 |
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Item
4. |
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Submission
of Matters to a Vote of Shareholders |
15 |
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Item
5. |
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Other
Information |
15 |
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Item
6. |
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Exhibits
and Reports on Form 8-K |
16 |
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Signatures |
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17 |
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EXHIBITS |
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Exhibit 10.1
Agreement with Somerset Financial Group Inc., dated May 1,
2000 |
|
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Exhibit 10.2
Agreement with GPC Communications, dated August 15,
2000 |
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Exhibit 10.3
Agreement with Fleishman-Hillard Canada Inc., dated August
21, 2000 |
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Exhibit 27.1
Financial Data Schedule |
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Exhibit 99.1
Form-61 as required by the British Columbia Securities
Commission |
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2
PART I. - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
The following unaudited financial statements for the period ended September 30,
2000 are included in response to Item 1 and have been compiled by management.
The financial statements should be read in conjunction with the Management's
Discussion and Analysis and other financial information included elsewhere in
this Form 10-QSB.
IMAGIS TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEETS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
|
|
|
September 30, 2000 |
|
December
31, 1999 |
|
|
|
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|
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|
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ASSETS |
|
|
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|
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|
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|
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|
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CURRENT ASSETS |
|
|
|
|
|
|
|
Cash |
|
$ |
40,846 |
|
$ |
9,682 |
|
Accounts receivable |
|
|
468,923 |
|
|
251,073 |
|
Inventory |
|
|
43,177 |
|
|
45,834 |
|
|
|
|
|
|
|
|
|
|
552,946 |
|
|
306,589 |
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|
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|
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|
|
|
|
CAPITAL ASSETS |
|
|
69,856 |
|
|
84,176 |
|
|
|
|
|
|
|
|
|
$ |
622,802 |
|
$ |
390,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
3
IMAGIS TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEETS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
|
|
|
September 30, 2000 |
|
December
31, 1999 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Accounts payable and
accrued liabilities |
|
$ |
548,148 |
|
$ |
299,920 |
|
Notes payable |
|
|
-- |
|
|
130,000 |
|
Deferred revenue |
|
|
72,422 |
|
|
68,025 |
|
Current portion of obligation
under capital lease |
|
|
3,895 |
|
|
6,678 |
|
|
|
|
|
|
|
|
|
|
624,465 |
|
|
504,623 |
|
|
|
|
|
|
|
|
|
OBLIGATION UNDER CAPITAL LEASE |
|
|
-- |
|
|
2,226 |
|
|
|
|
|
|
|
ADVANCES PAYABLE |
|
|
-- |
|
|
356,480 |
|
|
|
|
|
|
|
PAYABLE TO PACIFIC CASCADE CONSULTANTS LTD. |
|
|
444,095 |
|
|
463,342 |
|
|
|
|
|
|
|
|
|
|
1,068,560 |
|
|
1,326,671 |
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
Share capital |
|
|
5,855,487 |
|
|
3,223,995 |
|
Convertible debentures |
|
|
128,000 |
|
|
-- |
|
Retained earnings |
|
|
(6,429,245 |
) |
|
(4,159,901 |
) |
|
|
|
|
|
|
|
|
|
|
(445,758 |
) |
|
(935,906 |
) |
|
|
|
|
|
|
|
|
|
$ |
622,802 |
|
$ |
390,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Iain Drummond
Iain Drummond
President & Director
/s/ Sandra Buschau
Sandra Buschau
Director
See accompanying notes to consolidated financial statements
4
IMAGIS TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
|
|
Three Months
Ended |
|
Nine Months
Ended |
|
|
|
|
|
|
|
|
|
September
30, 2000 |
|
September
30, 1999 |
|
September
30, 2000 |
|
September
30, 1999 |
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
151,757 |
|
$ |
225,400 |
|
$ |
605,538 |
|
$ |
589,638 |
|
|
|
|
|
|
|
|
|
|
|
Operating costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of materials |
|
|
47,309 |
|
|
97,827 |
|
|
101,908 |
|
|
242,629 |
|
Sales and marketing |
|
|
257,936 |
|
|
262,426 |
|
|
868,125 |
|
|
601,016 |
|
Technology development |
|
|
383,287 |
|
|
190,244 |
|
|
1,069,896 |
|
|
415,778 |
|
Administration |
|
|
255,327 |
|
|
242,117 |
|
|
777,896 |
|
|
748,794 |
|
Write-off of inventory |
|
|
-- |
|
|
-- |
|
|
-- |
|
|
111,836 |
|
Amortization |
|
|
22,168 |
|
|
5,477 |
|
|
57,057 |
|
|
19,909 |
|
Gain on settlement of
accounts payable |
|
|
-- |
|
|
-- |
|
|
-- |
|
|
(161,205 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
966,027 |
|
|
798,091 |
|
|
2,874,882 |
|
|
1,978,757 |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(814,270 |
) |
|
(572,691 |
) |
|
(2,269,344 |
) |
|
(1,389,119 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit, beginning of period |
|
|
|
|
|
|
|
|
(4,159,901 |
) |
|
(1,320,439 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to deficit due to application of
accounting principles for reverse take-over accounting |
|
|
|
|
|
|
|
|
-- |
|
|
(728,676 |
) |
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
$ |
(6,429,245 |
) |
$ |
(3,438,234 |
) |
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic (Canadian GAAP) |
|
$ |
(0.07 |
) |
$ |
(0.06 |
) |
$ |
(0.20 |
) |
$ |
(0.19 |
) |
|
|
|
|
|
|
|
|
|
|
- weighted average number of common shares
outstanding |
|
|
12,291,705 |
|
|
8,958,214 |
|
|
11,406,750 |
|
|
7,350,520 |
|
|
|
|
|
|
|
|
|
|
|
- basic (U.S. GAAP) |
|
$ |
(0.07 |
) |
$ |
(0.07 |
) |
$ |
(0.21 |
) |
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
- weighted average number of common shares
outstanding |
|
|
11,491,705 |
|
|
8,125,214 |
|
|
10,706,750 |
|
|
6,550,520 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated
financial statements
5
IMAGIS TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
|
|
Three Months
Ended |
|
Nine Months
Ended |
|
|
|
|
|
|
|
|
|
September
30, 2000 |
|
September
30, 1999 |
|
September
30, 2000 |
|
September
30, 1999 |
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(814,270 |
) |
|
(572,691 |
) |
|
(2,269,344 |
) |
|
(1,389,119 |
) |
Items not involving the use of
cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization |
|
|
22,168 |
|
|
5,477 |
|
|
57,057 |
|
|
19,909 |
|
Changes in
non-cash working capital items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(77,929 |
) |
|
(185,850 |
) |
|
(217,850 |
) |
|
(200,861 |
) |
Inventories |
|
|
1,035 |
|
|
-- |
|
|
2,657 |
|
|
111,836 |
|
Deferred revenue |
|
|
2,068 |
|
|
-- |
|
|
4,397 |
|
|
-- |
|
|
Accounts payable and accrued liabilities |
|
|
238,686 |
|
|
(83,659 |
) |
|
248,228 |
|
|
(337,611 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operations |
|
|
(628,242 |
) |
|
(669,405 |
) |
|
(2,174,855 |
) |
|
(1,795,846 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash consideration on business
combination |
|
|
-- |
|
|
-- |
|
|
-- |
|
|
(669,153 |
) |
Purchase of capital assets |
|
|
(13,058 |
) |
|
(14,333 |
) |
|
(42,737 |
) |
|
(49,382 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing |
|
|
(13,058 |
) |
|
(14,333 |
) |
|
(42,737 |
) |
|
(718,535 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for
private placement |
|
|
-- |
|
|
-- |
|
|
700,000 |
|
|
2,948,192 |
|
Issuance of common shares for
warrant exercise |
|
|
436,000 |
|
|
-- |
|
|
1,061,200 |
|
|
-- |
|
Issuance of common shares for
option exercise |
|
|
50,501 |
|
|
-- |
|
|
431,502 |
|
|
-- |
|
Issuance of convertible debentures
|
|
|
-- |
|
|
-- |
|
|
238,720 |
|
|
-- |
|
Cost of financing |
|
|
-- |
|
|
(69,292 |
) |
|
(28,410 |
) |
|
-- |
|
Repayment of obligation under
capital lease |
|
|
(2,269 |
) |
|
-- |
|
|
(5,009 |
) |
|
-- |
|
Repayment of notes payable |
|
|
-- |
|
|
-- |
|
|
(130,000 |
) |
|
(310,000 |
) |
Loan from Pacific Cascade
Consultants Ltd. |
|
|
-- |
|
|
(48,544 |
) |
|
(19,247 |
) |
|
(119,428 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing |
|
|
428,232 |
|
|
(117,836 |
) |
|
2,248,756 |
|
|
2,518,764 |
|
|
|
|
|
|
|
|
|
|
|
Increase in cash for the period |
|
|
(157,068 |
) |
|
(801,574 |
) |
|
31,164 |
|
|
4,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
197,914 |
|
|
844,761 |
|
|
9,682 |
|
|
38,804 |
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
40,846 |
|
$ |
43,187 |
|
$ |
40,846 |
|
$ |
43,187 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated
financial statements
6
IMAGIS TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(Continued)
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
|
|
Three Months
Ended |
|
Nine Months
Ended |
|
|
|
|
|
|
|
|
|
September
30, 2000 |
|
September
30, 1999 |
|
September
30, 2000 |
|
September
30, 1999 |
|
|
|
|
|
|
|
|
|
|
|
Supplementary information and disclosure of
non-cash financing and investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
5 |
|
|
132 |
|
|
2,895 |
|
|
10,283 |
|
Non-cash transactions not reported
above: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common
shares for services rendered |
|
|
-- |
|
|
-- |
|
|
7,296 |
|
|
234,516 |
|
Issuance of
common shares on conversion of
debentures |
|
|
-- |
|
|
-- |
|
|
228,480 |
|
|
-- |
|
See accompanying notes to consolidated
financial statements
7
IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
1. Operations:
Imagis Technologies Inc. (formerly Colloquium Capital Corp.) ("Imagis"
or, subsequent to the transaction described below,
the "Company") was incorporated under the Company Act (British Columbia)
on March 23, 1998. The common shares of
the Company were listed on the Vancouver Stock Exchange, now the Canadian Venture
Exchange (the "exchange"), on
September 9, 1998 as a venture capital pool corporation ("VCP") as
defined by the policies of the exchange. Under the terms
of the exchange's policies, Imagis had 19 months from the date of listing to
complete a Qualifying Transaction.
On October 6, 1998, Imagis, Imagis Cascade Technologies ("Imagis Cascade"),
a private Canadian company which develops
and markets law enforcement software products, and the Imagis Cascade shareholders
entered into a Confidentiality and Standstill Agreement pursuant to which
Imagis was able to complete due diligence respecting the business and affairs of
Imagis Cascade. On October 16, 1998, Imagis gave notice to the Imagis Cascade
shareholders of its intention to acquire all
of the issued and outstanding shares of Imagis Cascade.
Effective February 23, 1999, Imagis acquired 100% of the outstanding shares of
Imagis Cascade.
As set out in the Share Purchase Agreement, consideration for the acquisition of
all of the shares of Imagis Cascade was $2,632,000, plus contingent additional
consideration of up to $400,000, paid as follows:
(a)
as to $100,000 by application of an existing deposit on the closing date;
(b)
as to $1,632,000 by allotment and issue to Imagis Cascade's shareholders of 3,400,000
common shares of
Imagis at a deemed value of $0.48
per share;
(c)
as to $900,000 in
cash on or before April 30, 1999; and
(d)
up to $400,000 payable to a shareholder if, as and
when, the warrants comprised in the Offering described
below are exercised
to raise up to $400,000 net to the Company's treasury.
In consideration for renouncing his right to acquire up to a 6% equity interest
in Imagis Cascade, on closing Imagis issued to
the president of Imagis Cascade, a warrant to purchase 400,000 common shares of
the Company at a price of $1.25 per share
exercisable for a two year period subsequent to vesting which will occur equally
on an annual basis over a three year period. In addition, Imagis issued a
warrant to purchase 24,000 common shares at a price of $1.25 per share for a one
year period to
an unrelated party for services provided.
In addition, the Company paid a finders fee with the issuance of 100,000 shares
at a deemed value of $0.48 per share.
As the shares issued in this transaction resulted in the recipients gaining
voting control over Imagis, the acquisition is
accounted for as a reverse take-over in accordance with accounting principles
generally accepted in Canada. The net assets
deemed to have been acquired comprised cash of $239,522 less accounts payable of
$33,012 resulting in a value assigned to
the shares issued of $206,510. During the period from January 1, 1999 to
completion of the acquisition, Imagis incurred
operating costs of approximately $30,000. Application of reverse take-over
accounting results in the consolidated financial
statements of the combined entity being issued under the name of the legal parent
but being considered to be a continuation
of the financial statements of the legal subsidiary.
These financial statements have been prepared on a going concern basis which
includes the assumption that the Company
will be able to realize its assets and settle its liabilities in the normal
course of business. At September 30, 2000, the
Company has a deficiency in net assets of $445,758 and a working capital deficit
of $71,519. Failure to obtain ongoing
support of its shareholders and creditors may make this basis of accounting
inappropriate in which case the Company's assets
and liabilities would need to be recognized at their liquidation values. These
financial statements do not include any
adjustment due to this going concern uncertainty.
8
IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
2. Significant accounting policies:
The Company prepares its financial statements in accordance with generally
accepted accounting principles in Canada and
reflect the following significant accounting policies:
Basis of presentation
These financial statements include the accounts of the Company and its wholly
owned subsidiary, Imagis Cascade Technologies, Inc. All material intercompany
balances and transactions have been eliminated.
Inventories
Inventories are recorded at the lower of cost, calculated on a weighted average
basis, and estimated net realizable value.
Capital assets
Capital assets are recorded at cost and are amortized over their estimated useful
lives on a straight-line basis at the following annual rates:
Asset |
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Rate |
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Computer
hardware |
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30% |
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Computer
software |
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100% |
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Furniture
and fixtures |
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20% |
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Revenue recognition
(i) Software sales revenue:
Revenue is recognized on the
later of title passing to the customer and customer acceptance of the product.
The
Company provides for estimated
return and warranty costs on recognition of revenue.
(ii) Support revenue:
Revenue from the sales of
contract support services have been deferred and are amortized to revenue over
the period
that the support services will be provided.
Use of estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to
make estimates and assumptions that affect the amounts reported or
disclosed in the financial statements. Actual amounts
may differ from these estimates.
Foreign currency
Monetary items denominated in foreign currencies are translated to Canadian
dollars at exchange rates in effect at the balance
sheet date. Revenues and expenses are translated to using rates in effect
at the time of the transactions. Foreign exchange
gains and losses are included in income.
9
IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
2. Significant accounting policies (continued):
Income taxes
The Company uses the asset and liability method of accounting for income taxes.
Under the asset and liability method,
future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Future tax assets and liabilities are
measured using enacted or substantively enacted tax rates expected to apply
to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
future tax assets and liabilities of a change in tax
rates is recognized to income in the period that includes the date of
enactment or substantive enactment.
Stock option plan
The Company has a stock option plan. No compensation expense is recognized when
stock options are issued. Any
consideration paid on exercise of stock options is credited to share capital.
Loss per share
Loss per share is calculated using the weighted average number of shares
outstanding during the fiscal period. This average
includes outstanding common shares issued in a reporting period from their
date of issuance. Fully diluted
per share amounts are not presented as the effect of outstanding options and
warrants is anti-dilutive.
Unaudited interim financial information
The information as at September 30, 2000 and for the three and nine month periods
ended September 30, 2000 and 1999 is
unaudited. However, such financial information reflects all adjustments
(consisting solely of normal recurring adjustments)
necessary for a fair presentation of the results for the periods presented.
3. Convertible debentures:
During the year ended December 31, 1999, the Company agreed to sell 595.2
convertible note units, each note unit consisting
of one $1,000 convertible debenture and 1,562.5 share purchase warrants.
he convertible debenture has a one-year term and
bears interest at a rate of 8% per annum.
A holder of the convertible debenture has the option to convert it into common
shares of the Company at a rate of $0.64 per
share up until one year from the closing of this placement. After the first
anniversary, the Company may convert outstanding
convertible debentures to common shares of the Company at a rate not lower
than $0.15 per share.
Each share purchase warrant provides for the acquisition of one common share of
the Company at a rate of $0.64 up until the
first anniversary, and at a rate of $0.74 until the second anniversary of the
closing of this placement.
As of December 31, 1999, the Company had received $356,480 of the $595,200
convertible note units. On January 10, 2000,
the Company received the remaining $238,720. On February 4, 2000, warrants
relating to the convertible debentures were
exercised, providing proceeds of $238,080. On February 22, 2000, convertible
debenture warrants were exercised, providing
the Company with an additional $229,120. Subsequent to the end of the first
quarter, the final convertible debenture warrants
were exercised, providing proceeds of $128,000 (note 6).
On February 29, March 15 and March 20, 2000, 97.28, 229.12 and 140.8 convertible
note units, respectively, were converted
into common shares. As of September 30, 2000, 128.0 of the convertible note
units had not been converted.
10
IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
4. Payable to Pacific Cascade Consultants Ltd.:
The payable to Pacific Cascade Consultants Ltd. ("Pacific Cascade"), a
significant shareholder of the Company, is non-
interest bearing, unsecured and has no specific terms of repayment. Pacific
Cascade has confirmed in writing that it does not
intend to demand repayment in the next twelve months.
5. Related party transactions:
Related party transactions not disclosed elsewhere are as follows:
(a) included in
accounts payable and accrued liabilities is $251,534 (December 31, 1999 -
$74,134) which is due to
companies with a director in common.
(b) included in
administration expense is $165,775 (September 30, 1999 - $81,482) for payments
made to a company
with a director in common for services rendered to the Company.
6. Subsequent events:
Subsequent to September 30, 2000:
(a) A total of 5,000
share purchase options were exercised at a price of $1.00 for total proceeds to
the Company of
$5,000.
11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements:
Statements in this Quarterly Report on Form 10-QSB, including those concerning
our expectations of future sales, gross profits, sales and marketing, technology
development, and administrative expenses, product introductions and cash
requirements include certain forward-looking statements. As such, our actual
results may vary materially from expectations. Factors which could cause our
actual results to differ from expectations include variations in the level of
orders which can be affected by general economic conditions and in the markets
served by our customers, international economic and political climates, difficulties
or delays in the functionality or performance of our products, our timing of
future product releases, our failure to respond adequately to either changes in
technology or customer preferences, changes in our pricing or that of our
competitors, our ability to manage growth, risk of nonpayment of accounts
receivable, changes in budgeted costs, all of which constitute significant risks
for us. There can be no assurance that our results of operations will not be
adversely affected by one or more of these factors.
Overview
In February, 1999, we completed the acquisition of Imagis-Cascade Technologies
Inc. (Imagis-Cascade) and in the second quarter of 1999, completed a financing raising
approximately Cdn$2.9 million before financing costs. The acquisition was accounted
for as a reverse take-over whereby the company acquired, in our case Imagis-Cascade,
is deemed the parent for reporting purposes and the acquirer, in our case Imagis
Technologies Inc., is considered the target or acquired entity. This treatment
conforms with generally accepted accounting principles in Canada which are essentially
identical to those applicable in the United States for such transactions.
Results of Operations for the three month periods ended September 30, 2000 and
September 30,1999:
Revenues
Our revenues for the three months ended September 30, 2000 were $151,757, 33 per
cent lower than the 1999 third quarter level of $225,400. The decline between
comparable periods resulted primarily from our planned withdrawal this year from
hardware sales made in conjunction with sales of our software products. The
reduced hardware revenues accounted for almost 60 per cent of the year over year
decline. We also experienced lower sales revenues of existing products offset only
partially by sales of our new Casino-ID product introduced earlier this year, and
higher support revenues for existing products and installations.
As reported in prior periods, we have purchased and resold hardware components
in the past to facilitate the overall sale of our software. As a result, our
period to period hardware sales levels have fluctuated reflecting the customers'
needs where direct sales to end-users occurred and hardware was required. Our
current marketing strategy involves developing strategic alliances with partners
who can fill any hardware requirements as well as provide support services to
customers. This strategy allows us to focus in the future on both product
development and partner support in their sales of our software products. At
present we have established relationships with a large number of partners.
Consequently, we expect revenues from hardware sales to continue to be low in
the future.
Operating Costs
Operating costs for the third quarter 2000 totaled $966,027, an increase of 21
per cent over those for the third quarter of 1999, at $798,091. As reported in
prior quarters, this higher amount is consistent with our plans this year both
to expand our marketing efforts and to increase our development activity to add
greater biometric capability to our products. Operating costs include purchases
of materials, primarily hardware for resale, sales and marketing, technology
development, administration and amortization.
Purchases of materials
Our costs of hardware and other materials purchased for the quarter were $47,309,
only 48 per cent of the level of expenditure incurred in the comparable quarter
in 1999 of $97,827. As stated previously, our hardware purchases reflect customer
needs in direct, end-user sales. In 1999, all sales were made by our staff
directly with customers and we had to source hardware, whereas this year, utilizing
our partners almost entirely, we have realized this significant reduction in
12
hardware purchase costs. We expect our costs of hardware purchases to continue to
be low in future periods as a result of this
altered marketing approach involving
partners.
Sales and marketing
Sales and marketing costs for the quarter ended September 30, 2000 were $257,936.
This level is 2 per cent lower than that of the prior year third quarter when
$262,426 was incurred. Sales and marketing costs include primarily salaries,
travel including trade show exhibit expenses, facilities and communications and
marketing materials. During the year, we have added two staff members to this
function primarily to establish and support international strategic partnerships
in Europe and the Middle East. This has caused our salary and travel costs to rise
approximately 47 per cent over the prior year level, but the increase has been
offset by lower expenditures this year on marketing material design and
printing.
Technology Development
Our technology development costs for the quarter ended September 30, 2000 were
$383,287, approximately double those incurred in the 1999 comparable quarter of
$190,244. Our technology development costs include primarily salaries for our
development team together with other functional costs for travel and facilities.
Our development staff has grown continuously since we completed our acquisition
of Imagis Cascade in order to complete programming of several of our new products
including ID-2000, Property-ID and Casino-ID. We are committed to expanding our
biometric capabilities and expect to add to staff further to accelerate development
in this area. As a result, our salary costs, which represent approximately 70 per
cent of the total function costs, have risen 102 per cent over the comparable
quarter in 1999 and we expect our current level of expenditure will increase
further as we bring on new development staff.
Administration
Our administration costs for the third quarter 2000 were $255,327, only 5 per
cent higher than for the comparable third quarter amount of $242,117 in 1999.
Administration costs include salaries, office facilities, travel and shareholder
and regulatory reporting. Overall costs are comparable, with the small increase
in the current quarter 2000 attributable to higher facility and insurance costs.
Other Costs and Expense
Other costs for the quarter include only amortization, amounting to $22,168, up
from $5,477 in the third quarter of 1999 due to additions to our office equipment
during the intervening year.
Net Loss for the Period
We experienced a net loss amounting to $814,270 or $0.07 per share for the
quarter ended September 30, 2000, 42 per cent higher than for the comparable
period in 1999 of $572,691 or $0.06 per share. This higher amount reflects
primarily our higher expenditure level in the Technology development function.
Results of Operations for the nine month periods ended September 30, 2000 and
September 30,1999:
Revenues
For the nine months ended September 30, 2000, our revenues were $605,538, up 3
per cent from the prior year nine-month period level of $589,638. Sales of our
software products have risen 22 per cent from $239,087 in 1999 to $292,511 in
2000, and support and service revenues have risen 40 per cent from the 1999
level of $165,443 to $231,278 in 2000. The gain in software sales revenues
includes both higher sales volumes of our CABS product and sales of our new
biometric products, ID-2000 and Casino-ID, both offering a facial recognition
capability. Offsetting these gains, hardware sales revenues moved lower, from
$174,465 in 1999 to $81,319 this year representing a decline of 53 per cent.
The lower hardware revenue reflects our efforts to withdraw from sales of hardware
equipment sold in conjunction with sales of our software products.
13
Operating Costs
As was the case in the quarterly comments above, our operating costs for the nine
months rose significantly in 2000 to $2,874,882, up 45 per cent over the 1999
level of $1,978,757. The increase is due primarily to higher expenditures for
development of our ID-2000 and Casino-ID facial identification software. While
the overall cost level is higher, the expenditure levels for the individual
operating categories are close to budgeted targets for the nine-month period.
Purchases of materials
As indicated above, sales revenues for hardware components to customers declined
to less than half the level in the prior comparative period. Similarly, purchase
costs were much lower at $101,908 in 2000, down 58 per cent from the 1999 nine-month
period costs of $242,629.
Sales and marketing
Sales and marketing costs for the nine months ended September 30, 2000 at $868,125
were 44 per cent higher than those of the comparable nine-month period in 1999 of
$601,016. The costs include staff salaries, travel, marketing materials and
facilities including communications. The higher level reflects the impact of staff
additions over the intervening period and the consequent higher level of travel
and support expenditures arising from their activities.
Technology development
The technology development function expenditures for the nine-month period in
2000 rose to $1,069,896, an increase of 157 per cent over the 1999 comparable
period level of $415,778. The increase is due to the additions to staff of several
developers needed to complete all of the projects which were in their initial
stages at the time of acquisition last year, and which have led to several of our
new product introductions. The new staff members are also contributing to our
program development in biometrics. Technology development costs include principally
salaries, representing 69 per cent of the total year to date amount, facilities
and travel.
Administration
Our administration costs for the first nine months of this year were $777,896, only
4 per cent higher than those for the comparable period in 1999 of $748,794.
Administration costs include staff salaries and travel, facility costs, professional
fees and shareholder and regulatory costs. No staff additions have been made from
year to year and all other costs have been contained as much as possible to keep
our overall administrative expenditures in line with the prior year.
Net Loss for the Period
Our net loss for the nine months ended September 30, 2000 totaled $2,269,344
or $0.20 per share which is 63 per cent higher than for the comparable nine-month
period in 1999 of $1,389,119 or $0.19 per share. As was the case for the third
quarter this year, the higher loss reflects primarily our significantly higher
expenditure level in the technology development function.
Liquidity and Capital Resources
At year-end, our cash position had declined to $9,682 and we had taken a number
of steps late in 1999 to raise funds to support our ongoing activities. During
the first quarter, we raised over $1.5 million, by means of a private placement
of our common stock which yielded $700,000, from the exercise of outstanding
warrants and options and from the conversion of debentures issued in 1999. This
past quarter, we added additional funds by the further exercise of outstanding
warrants providing $436,000 and of options yielding $50,501. Year to date cash
inflows from such capital transactions aggregate approximately $2.4 million.
We have used these funds to sustain our operations during the nine months of
this year, primarily to repay notes payable of $130,000 and to acquire equipment
costing $42,737. After these disbursements and the costs associated with our
operating loss, after taking into account non-cash working capital changes, which
in aggregate amounted to $2,174,855, we closed the period with cash on hand of
$40,846 remaining for future operations. We had a working capital deficit of
$71,519 at September 30, 2000.
14
We are currently seeking financing of at least $5 million to sustain our ongoing
operations and to fund the planned expansion of our biometric technical development
efforts. As indicated in the discussion of our Technology development expenditures,
we anticipate hiring additional technical staff to increase the development of
our biometric capability in our software. There can be no assurance that we
will obtain financing on acceptable terms if at all. In the event such financing
is unavailable, we intend to reduce our both our sales and marketing and
technology development efforts until financing is available.
15
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes In Securities
a) None
b) None
c) During the three months ended September 30, 2000,
the Registrant sold 50,501 common shares pursuant to the exercise
of stock options issued under its Incentive Stock Option Plan for aggregate
proceeds of Cdn$50,501.
During the three months
ended September 30, 2000, the Registrant sold 545,000 common shares pursuant to
the
exercise of warrants
issued under previous financings. These transactions provided aggregate proceeds
of
Cdn$436,000.
On July 3, 2000 the
Registrant issued 25,000 options to an employee which are exercisable at a price
of Cdn$3.75
expiring
July 3, 2005.
In connection with each of
the above issuances of securities, the Registrant relied on the exclusion from
registration
provided
by Rule 903(b)(1) of Regulation S under the Securities Act of 1933, as amended.
In each case, the securities
were issued by the Registrant, a "foreign issuer," as defined by Regulation
S, to persons outside the United States.
On September 19, 2000,
the Registrant issued 50,000 warrants to Somerset Financial Group upon receipt
of regulatory
approval regarding the a fiscal Agency Agreement between Imagis and Somerset.
The warrants are exercisable at
Cdn$4.00 for a period of two years expiring on June 16, 2002. The securities
were issued in reliance upon Section 4(2) of the
Securities Act of 1933, as
amended
d) None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security
Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports Filed on Form 8-K
(a) Exhibits
10.1 Agreement with Somerset Financial
Group Inc., dated May 1, 2000
10.2 Agreement with GPC Communications,
dated August 15, 2000
10.3 Agreement with Fleishman-Hillard
Canada Inc., dated August 21, 2000
27.1 Financial Data Schedule
99.1 Form-61 as required by the British
Columbia Securities Commission
(b) Reports on Form 8-K
None
16
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.
|
IMAGIS TECHNOLOGIES INC.
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By |
/s/ IAIN DRUMMOND |
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Iain Drummond, |
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President and CEO |
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By |
/s/ ROSS WILMOT |
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Ross Wilmot, |
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Chief Financial Officer |
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Date: November 14, 2000 |
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17
EXHIBIT INDEX
Exhibit No. |
Description |
10.1 |
Agreement with Somerset Financial
Group Inc., dated May 1, 2000 |
10.2 |
Agreement with GPC Communications,
dated August 15, 2000 |
10.3 |
Agreement with Fleishman-Hillard
Canada Inc., dated August 21, 2000 |
27.1 |
Financial Data Schedule |
99.1 |
Form-61 as required by the British Columbia Securities Commission |
18