<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended June 30, 1995
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: 0-9247
AUTO-TROL TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0515221
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12500 North Washington Street, Denver, Colorado 80241-2400
(Address of principal executive offices)
(303) 452-4919
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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. [X] Yes [ ] No
Number of shares outstanding as of August 9, 1995: 33,271,764
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
--------------------------------
REPORT TO SECURITIES AND EXCHANGE COMMISSION ON FORM 10-Q
---------------------------------------------------------
FOR THE NINE MONTHS ENDED JUNE 30, 1995
---------------------------------------
<TABLE>
<CAPTION>
Page
Number
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations (unaudited) nine months ended June 30, 1995 and 1994 1
Consolidated Balance Sheets (unaudited) June 30, 1995 and September 30, 1994 2-3
Consolidated Statements of Cash Flow (unaudited) June 30, 1995 and 1994 4
Notes to Consolidated Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-9
Part II. Item 5. Other Information 10-13
Item 6. Exhibits, Reports on Form 8-K 14
Signatures 15
</TABLE>
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1995 1994 1995 1994
----------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Sales......................................... $ 2,384 $ 5,264 $ 8,555 $13,908
Service....................................... 3,584 4,817 11,484 14,390
----------------------------------------
5,968 10,081 20,039 28,298
Costs and expenses:
Cost of sales................................. 1,055 1,880 3,355 5,138
Cost of service............................... 1,650 2,639 5,315 7,568
Research and product development.............. 2,257 1,787 6,075 5,387
Marketing, general and administrative......... 3,986 4,643 12,240 13,501
----------------------------------------
8,948 10,949 26,985 31,594
Loss from operations............................ (2,980) (868) (6,946) (3,296)
Interest income............................... 82 34 176 119
Interest expense.............................. (166) (193) (525) (672)
----------------------------------------
Loss before income taxes........................ (3,064) (1,027) (7,295) (3,849)
Income tax (benefit)............................ (3) 2 52 (445)
----------------------------------------
Net loss........................................ $(3,061) $(1,029) $(7,347) $(3,404)
========================================
Loss per share.................................. $ (.10) $ (.05) $ (.27) $ (.18)
Weighted average number of shares outstanding.... 32,206 21,274 26,944 18,450
</TABLE>
See Notes to Consolidated Financial Statements
1
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, September 30,
1995 1994
(unaudited)
-----------------------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and Cash equivalents................................................................ $2,149 $2,120
Receivables net of allowance of $149,000 and $134,000.................................... 3,343 5,198
Inventories.............................................................................. 245 291
Service parts and prepaid expenses....................................................... 637 799
-------------------------
Total current assets................................................................... 6,374 8,408
-------------------------
Property, facilities and equipment:
Land..................................................................................... 355 355
Building and improvements................................................................ 8,108 8,099
Machinery and equipment.................................................................. 14,183 16,575
Furniture, fixtures and leasehold improvements........................................... 1,076 1,177
-------------------------
23,722 26,206
Less accumulated depreciation and amortization............................................. (17,442) (19,428)
-------------------------
6,280 6,778
Purchased software, net of accumulated amortization of
$1,309,000 and $1,403,000................................................................ 629 912
Other assets............................................................................... 88 63
-------------------------
Total assets............................................................................... $13,371 $16,161
=========================
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, September 30,
1995 1994
(unaudited)
---------------------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt....................................... $ 240 $ 240
Accounts payable........................................................ 1,262 2,217
Interest payable, related-party portion $228,000 and $559,000........... 344 578
Unearned service revenue and customer deposits.......................... 1,477 1,356
Accrued Compensation and taxes.......................................... 564 485
Other liabilities....................................................... 1,356 1,637
--------------------------
Total current liabilities............................................. 5,243 6,513
Long-term debt, related-party portion $3,750,000 and $5,988,000........... 5,910 8,148
--------------------------
Total liabilities..................................................... 11,153 14,661
--------------------------
Shareholders' equity:
Common stock, $.01 par value authorized 40,000,000 shares; issued
(including treasury shares) 33,418,477 and 21,536,192 shares.......... 334 215
Additional paid-in capital.............................................. 66,952 57,693
Cumulative currency translation adjustments............................. (280) (357)
Accumulated deficit..................................................... (64,303) (55,566)
Treasury stock, 261,400 common shares at cost........................... (485) (485)
----------------------------
Total shareholders' equity............................................ 2,218 1,500
----------------------------
$ 13,371 $ 16,161
============================
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
June 20,
------------------
1995 1994
-------- --------
Cash flow from operating activities:
Net loss.................................................. $(7,347) $(3,404)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization............................. 1,247 1,649
Gain on disposal of property, facilities and equipment.... (110) (68)
Provision for inventory obsolescence and shrinkage........ -- 8
(Increase) decrease receivables........................... 1,826 (1,759)
Decrease inventories...................................... 40 311
Decrease service parts and prepaids....................... 138 267
(Increase) decrease accounts payable...................... (716) 426
Decrease interest payable................................. (234) (22)
Decrease income tax payable............................... (70) (442)
Increase unearned service revenue and customer deposits... 121 34
Increase (decrease) other liabilities..................... (265) 432
Increase (decrease) accrued compensation and related taxes 79 (97)
Decrease current portion of long-term debt................ -- (702)
------------------
Net cash used by operating activities....................... (5,291) (3,367)
Cash flow from investing activities:
Capital expenditures...................................... (645) (575)
Proceeds from sale of property, facilities and equipment.. 285 96
Decrease (Increase) of non-current service parts and other
assets.................................................. (23) 46
------------------
Net cash used by investing activities....................... (383) (433)
Cash flow from financing activities:
Proceeds from issuance of notes payable, related-party.... 5,750 3,600
Write down on related-party debt.......................... (8) --
Payments to acquire related-party......................... (5) --
Proceeds from issuance of common stock.................... 13 3
Payments to acquire common stock.......................... -- (1)
------------------
Net cash provided by financing activities................... 5,750 3,602
Effect of exchange rate changes on cash..................... (47) (73)
------------------
Net increase (decrease) in cash and cash equivalents........ 29 (271)
Cash and cash equivalents at the beginning of the year...... 2,120 2,478
------------------
Cash and cash equivalents at the end of the period.......... $ 2,149 $ 2,207
==================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, related-party portion $579,000 and $572,000..... $ 579 $ 766
Income taxes.............................................. -- --
4
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1995
A. Accounting Policies
The accounting policies utilized in the preparation of the financial
statements herein presented are the same as set forth in the Company's
annual financial statements except as modified for appropriate interim
accounting policies. The financial information herein furnished reflects all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results of the interim periods.
The following table indicates the amount of the Company's earnings (loss),
from continuing operations, before income taxes that were contributed by
domestic and foreign operations:
Nine Months Ended
June 30,
1995 1994
-------------------
(in thousands)
-------------------
United States $(6,546) $(1,983)
Foreign (801) (1,866)
-------------------
$(7,347) $(3,849)
===================
B. Shareholders' Equity
<TABLE>
<CAPTION>
Cumulative
Additional Currency
Common Stock Paid-in Translation Accumulated Treasury
Shares Amount Capital Adjustment Deficit Stock Total
--------------------------------------------------------------------------------------
(in thousands except number of shares)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1994................ 21,536,192 $215 $57,693 $(357) $(55,566) $(485) $1,500
Issuances under stock option and
compensation plans......................... 19,610 1 12 13
Common stock issued through
conversion of related-party debt........... 10,650,667 106 7,882 7,988
acquisition of related-party+ 1,212,008 12 1,365 (1,382) (5)
Change in cumulative currency
translation adjustments.................... 77 77
Prior period adjustment++ (8) (8)
Net loss................................... (7,347) (7,347)
-------------------------------------------------------------------------------------
Balance, June 30, 1995..................... 33,418,477 $334 $66,952 $(280) $(64,303) $(485) $2,218
======================================================================================
</TABLE>
+ On June 30, 1995, AT-Development a wholly owned subsidiary of Auto-trol
Technology Corporation merged with Metaware Inc., a Texas Corporation doing
business as Centra 2000, Inc. The Chairman of the Board, President and Chief
Executive Officer, Howard B. Hillman, is an affiliate of the majority
shareholder of Centra 2000, Inc. The impact of accounting for the minority
shareholder interest as a purchase accounting transaction is not material,
therefore the transaction has been accounted for using the pooling of
interests method of accounting.
++ In fiscal year ended 9/30/94 the company closed it's French subsidiary.
This adjustment reflects the last transaction.
C. Loss Per Share
Loss per share is computed on the basis of the weighted average number of
shares outstanding and is adjusted, if applicable, for common stock
equivalents. At June 30, 1995, and 1994, the weighted average number of
shares outstanding includes no weighted common stock equivalent shares
because their effect would be antidilutive.
5
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Three months ended June 30, 1995, compared to three months ended June 30, 1994
Revenues - For the third quarter ended June 30, 1995, total revenue decreased
approximately $4.1 million or 41%, from the corresponding quarter 1994. Every
geographic region experienced a decline in revenue in the quarter ended June 30,
1995, compared to the quarter ended June 30, 1994. Domestic, Canadian and
European revenues declined 55%, 27% and 21% respectively. This decline was
expected as the company focused it's sales efforts on new, internally developed
software products which represent larger installations for customers. These
products experience a longer sales cycle than the Company's existing products.
Foreign currency fluctuations had an approximate 5% favorable impact on total
revenue or approximately $230,000, compared to the corresponding period for
1994.
For the third quarter ended June 30, 1995, sales revenue decreased 55% or $2.9
million, compared to the corresponding quarter of 1994. All geographic regions
experienced a decrease in sales revenue. However, domestic operations
experienced 78% or $2.2 million of the total decline. Sales revenue represents
approximately 40% of the Company's total revenue in the quarter ended June 30,
1995 compared to 52% in the quarter ended June 30, 1994. Following is the
percentage increase or (decrease) compared to the quarter ended June 30, 1994,
by geographic region:
Sales Revenue
------------------------------
Geographic Region Percentage
------------------------------
Domestic (78)%
Canada (39)%
Australia (35)%
Europe (28)%
Total service revenue for the quarter ended June 30, 1995, decreased 26% or $1.2
million, compared to the quarter ended June 30, 1994. Hardware customer support
revenue declined 33%, primarily because of longer warranties offered by the
Company's hardware vendors, the increase in newer, more reliable equipment at
many of the Company's customer sites, and some customer cancellations of
maintenance. Accordingly, the Company does not place an emphasis on sales of
hardware products. Software customer support revenues declined 21% or
approximately $520,000 compared to the quarter ending June 30, 1994. As
expected, total integration services revenue declined 29% or approximately
$380,000 as the majority of this revenue is contingent upon product sales
revenue. Customer support and integration services represent 44% and 16% of
total revenue in the quarter ended June 30, 1995, compared to 35% and 13% for
the corresponding quarter ended 1994.
Cost of Sales and Service - For the third quarter ended June 30, 1995, total
gross profit margin remained constant compared to the corresponding quarter of
1994 at 55%. Gross profit margin on sales revenue declined to 56% for the
quarter ended June 30, 1995, from 64% for the quarter ended June 30, 1994. This
decline is due to a decline in the percentage of total sales revenue derived
from software products from 55% in the quarter ended June 30, 1994 to 49% in the
quarter ended June 30, 1995. Software products realize higher gross profit
margins than hardware products.
For the third quarter ended June 30, 1995, gross profit on service revenues
increased to 54% for the quarter ended June 30, 1995 compared to 45% for the
corresponding quarter of 1994. The increase is attributable to cost containment
measures implemented in hardware customer support.
Research and Product Development - Research and product development expenses
were approximately 38% of revenues for the third quarter ended June 30, 1995,
and 18% of revenues for the third quarter ended June 30, 1994. In total,
research and development expenditures increased approximately $470,000 or 26% in
the quarter ended June 30, 1995 compared to the corresponding quarter ended
1994.
6
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(continued)
Marketing, General and Administrative - In the third quarter ended June 30,
1995, marketing, general and administrative expenses decreased approximately 14%
or $657,000 from the third quarter ended June 30, 1994. Included in total
marketing, general and administrative costs for the quarter ended June 30, 1994
was a $554,000 nonrecurring charge related to closing four European sales
offices. Foreign currency fluctuations had an approximate $100,000 unfavorable
impact on net results of operations for the quarter ended June 30, 1995,
compared to the corresponding quarter of 1994.
Nine months ended June 30, 1995, compared to nine months ended June 30, 1994
----------------------------------------------------------------------------
Revenues - For the nine months ended June 30, 1995, total revenue decreased 29%
or $8.2 million compared to the nine months ended June 30, 1994. Approximately
5%, or $385,000, of the decrease is attributable to revenue earned in the
Switzerland and France offices which were closed in fiscal year ended 1994.
Every geographic region except Australia, experienced a decline in total
revenue. Domestic and Canadian operations declined 42% and 23%, respectively.
Total European operations declined 8%, while Australian operations increased
23%. Foreign currency fluctuations had a 7% or approximate $600,000 favorable
impact on total revenue.
For the nine months ended June 30, 1995, sales revenue decreased approximately
39%, or $5.4 million, compared to the corresponding nine months of 1994. The
Company's software product mix has shifted to products which represent larger
installations for Auto-trol Technology Corporation's customers. These products
experience a longer sales cycle. Every geographic region except Australia
experienced a decline in sales revenue with domestic operations representing 77%
of the $5.4 million decline. Following is the percentage increase or (decrease)
by geographic region compared to the nine months ending June 30, 1994.
Sales Revenue
-------------------------------
Geographic Region Percentage
-------------------------------
Domestic (60)%
Canada (37)%
Australia 100%
Europe (4)%
Total service revenue for the nine months ended June 30, 1995, decreased 20% or
approximately $2.9 million compared to the nine months ended June 30, 1994. As
expected, hardware customer support revenue declined 30% primarily because of
longer warranties offered by the Company's hardware vendors, the increase in
newer, more reliable equipment at many of the Company's customer sites, and some
customer cancellations of maintenance. In addition, the Company experienced a
30% decline in hardware revenue compared to the nine months ended June 30, 1994.
Software customer support revenue declined approximately 16% compared to the
nine months ending June 30, 1994. A decline in software customer support revenue
was expected considering software sales revenue declined 38% for the nine months
ended June 30, 1995, compared to the nine months ending June 30, 1994. As
expected, ancillary service revenue for the nine months ended June 30, 1995
declined 18% or $656,000 compared to the corresponding quarter of 1994.
Management expects that hardware service revenue will continue to decline in
fiscal 1995.
Cost of Sales and Service - For the nine months ended June 30, 1995, total gross
profit margins increased to 57% from 55% compared to the corresponding nine
months of 1994. Gross profit margin on sales revenue declined from 63% to 61%
for the nine months ended June 30, 1995, compared to the corresponding quarter
of 1994. Included in sales revenue for the nine months ended June 30, 1994 is
$702,000 for settlement of a note outstanding with a former joint venture
partner. Excluding this revenue,
7
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(continued)
the sales revenue gross margin remains constant from the nine months ended
June 30, 1994 to the nine months ended June 30, 1995.
For the nine months ended June 30, 1995, gross profit on service revenues
increased to 54% from 47% for the nine months ended June 30, 1994. Domestic
gross profit margins on service revenue increased to 67% compared to 64% for the
nine months ending June 30, 1994. Historically the Company had experienced
declining margins in hardware and software customer support services. Management
continues to monitor costs associated with these services. This effort has
resulted in improved gross profit margins in both hardware and software customer
support.
Research and Product Development - Research and product development expenses
were approximately 30% of revenue for the nine months ended June 30, 1995, and
19% of revenues for the nine months ended June 30, 1994. Research and product
development expenses increased 13% compared to the nine months ended June 30,
1994. The Company continues to invest in new product development which has led
to increased expenditures.
Marketing, General and Administrative - In the nine months ended June 30, 1995,
marketing, general and administrative expenses decreased 9% or $1.2 million from
the nine months ended June 30, 1994. Included in this decline is a $367,000
unfavorable exchange rate variance. In the nine months ended June 30, 1994, is a
$566,000 nonrecurring charge for closure of four European sales offices. The
company continues to identify areas where costs can be streamlined. This effort
has led to reduced costs in marketing, general and administrative expenses.
Foreign Currency - As of June 30, 1995, the Company had four wholly owned
subsidiaries and one branch operation in Australia. The four subsidiaries are
located in Germany, England, Sweden and Canada. Accordingly, the Company does
business in the local currencies of these countries, in addition to other
countries where the subsidiaries may have customers, such as Norway, Finland and
Italy. For purposes of reducing foreign currency risk, the Company does not use
foreign exchange contracts, interest rate swaps or option contracts. Foreign
currency risk for the Company is limited to outstanding debt owed to the Company
by its subsidiaries. The Company invoices its subsidiaries in their local
currencies for products that are sold to the subsidiary's end customers. Upon
receiving payment from the subsidiaries, a foreign currency gain or loss can
occur. As of June 30, 1995, the Company has realized a loss of approximately
$3,000 through payments received from its subsidiaries. Foreign currency
fluctuations had an approximate $188,000 unfavorable impact on net loss for the
nine months ended June 30, 1995, compared to June 30, 1994. This unfavorable
effect is the result of an approximate 8% devaluation of the United States
dollar against the German Deutsche Mark.
Financial Condition - At June 30, 1995, the Company had approximately $2 million
of cash and cash equivalents. In the Company's Form 10-K for the year ending
September 30, 1994, it was disclosed that the Company was economically dependent
on affiliates of the Company's President, Chairman of the Board and majority
shareholder. The Company has borrowed an additional $3,000,000 from an affiliate
of the Company's President, Chairman of the Board and majority shareholder
during the quarter ended June 30, 1995. During the nine months ended June 30,
1995, the Company has borrowed $6,750,000 from the Company's President, Chairman
of the Board and majority shareholder. In December, 1994, the Company converted
$7,988,000 of the outstanding related-party debt into common stock. The Company
will continue to be economically dependent upon such financial support until it
achieves profitable operations. In 1994 the shareholder indicated his intent to
continue such financial support at least through September 30, 1995. Should the
Company's operations continue to sustain operating losses, it will need
additional cash to continue operations.
8
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(continued)
Related-Party Subsequent Event- On June 30, 1995, AT-Development Inc. a wholly
owned subsidiary of Auto-trol Technology Corporation acquired MetaWare, Inc., a
Texas corporation doing business as Centra 2000, Inc. See attached Item 5, Other
Information for Proforma financial statements.
9
<PAGE>
ITEM 5 OTHER INFORMATION
AUTO-TROL TECHNOLOGY CORPORATION
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(unaudited)
On June 30, 1995, AT Development Inc. a wholly owned subsidiary of Auto-trol
Technology Corporation acquired a 100% interest in Metaware Inc. doing business
as Centra 2000, Inc. The consideration for the purchase was four shares of Auto-
trol Technology Corporation common stock for each share of Centra 2000, Inc.
stock held. The shares of Auto-trol Technology Corporation stock exchanged were
not registered under Federal or State securities laws and are subject to
restrictions on resale. Additional consideration for existing Centra 2000
shareholders consists of a cash bonus and stock in Auto-trol Technology
Corporation in each of the next four years which is contingent upon meeting a
development schedule and market acceptance of the product.
The acquisition qualifies as a related-party transaction as defined by Statement
of Financial Accounting Standards No. 57, Related Party Disclosures (SFAS 57).
Auto-trol Technology Corporation's President and Chairman of the Board, Howard
B. Hillman, officially owns through various affiliates the majority of the
outstanding shares of capital stock of both Auto-trol Technology Corporation and
Centra 2000, Inc.
The effects of applying purchase accounting to the minority shareholders
interest in Centra 2000, Inc. were not material. Accordingly, the acquisition
has been accounted for as a pooling of interest. The total assets of Centra 2000
Inc. consist of cash, office furniture and computer equipment, and intangible
assets. The office furniture and computer equipment included in the acquisition
will continue to be used at the subsidiary in the development of software
products.
The following unaudited Pro Forma Condensed Combined Statements of Operations
for the year ended September 30, 1994 and the nine months ended June 30, 1995
assume the acquisition occurred on October 1, 1993. A consolidated proforma
balance sheet has not been included as the transaction has already been
reflected in the financial statements of the 10Q document.
10
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Year ended September 30, 1994
--------------------------------------------------
Pro Forma
Auto-trol Centra Combined
Technology 2000 Pro Forma Auto-trol
Historical Historical Adjustments Group
--------------------------------------------------
<S> <C> <C> <C> <C>
(in thousands, except per share amounts)
Revenues:
Sales....................................... $16,399 $100 (1) $(100) $16,399
Service..................................... 18,612 95 18,707
--------------------------------------------------
35,011 195 (100) 35,106
--------------------------------------------------
Costs and expenses:
Cost of sales............................... 6,053 -- (1) (100) 5,953
Cost of service............................. 9,806 221 10,027
Research and product development............ 7,219 743 7,962
Marketing, general and administrative....... 17,418 16 17,434
--------------------------------------------------
40,496 980 (100) 41,376
--------------------------------------------------
Loss from operations (5,485) (785) -- (6,270)
Interest income............................. 188 -- (2) (5) 183
Interest expense............................ (863) (5) (2) (5) (863)
--------------------------------------------------
Loss before income taxes...................... (6,160) (790) -- (6,950)
Income (tax) benefit.......................... 418 -- 418
--------------------------------------------------
Net loss...................................... $(5,742) $(790) -- $(6,532)
==================================================
Loss per share................................ $(.30) (12.32) $(.32)
==================================================
Weighted average number of shares outstanding. 19,155 64,105 20,376
==================================================
</TABLE>
11
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Nine months ended June 30, 1995
----------------------------------------------
Pro Forma
Auto-trol Centra Combined
Technology 2000 Pro Forma Auto-trol
Historical Historical Adjustments Group
----------------------------------------------
<S> <C> <C> <C> <C>
(in thousands, except per share amounts)
Revenues:
Sales................................. $ 8,555 $187 (1) $187 $ 8,555
Service............................... 11,484 51 (1) 51 11,484
----------------------------------------------
20,039 238 238 20,039
----------------------------------------------
Costs and expenses:
Cost of sales........................ 3,539 3 (1) (187) 3,355
Cost of service...................... 5,329 37 (1) (51) 5,315
Research and product development..... 5,438 637 6,075
Marketing, general and administrative 12,239 1 12,240
----------------------------------------------
26,545 678 (238) 26,985
----------------------------------------------
Loss from operations $(6,506) $(440) (6,946)
Interest income...................... 176 -- (2) 34 142
Interest expense..................... (491) (34) (2) (34) (491)
----------------------------------------------
Loss before income taxes............... $(6,855) $(474) -- (7,295)
Income tax (benefit)................... 52 -- -- 52
----------------------------------------------
Net loss............................... $(6,907) $(474) -- (7,347)
==============================================
Loss per share......................... $(.27) $(1.59) $(.26)
Weighted average number of shares
outstanding.......................... 26,944 298 28,156
==============================================
</TABLE>
12
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(unaudited)
Year ended September 30, 1994 and nine months ended June 30, 1995
1 Basis of Presentation:
Pro forma information reflects the acquisition of Centra 2000, Inc. for
Auto-trol Technology's year ended September 30, 1994 and nine months ended
June 30, 1995. Historical statement of operations for Centra 2000, Inc. are
for the year ended December 31, 1994 and the six months ended June 30, 1995.
2 Pro forma adjustments:
(1) Reflects the elimination royalty revenue and associated cost of sales
transactions between the entities.
(2) Reflects elimination of interest income and expense between the parent
and subsidiary. Centra 2000, Inc. has an outstanding related party debt of
$300,000 for the year ended September 30, 1994 and nine months ended
June 30, 1995.
13
<PAGE>
AUTO-TROL TECHNOLOGY CORPORATION
Part II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
4. Instruments Defining the Rights of Security Holders and Indentures
A. Specimen Certificate
B. Copies of Industrial Development Revenue Bond documents*
C. Specimen Debentures, Warrants, Royalty Agreement, and Royalty
Certificate issued to purchase Research and Development Limited
Partnership Interests**
10. Material Contracts
A. Copy of Incentive Stock Option Plan, as amended through
January 28, 1992+
B. Copy of Special Purpose Stock Option Plan, as amended through
January 28, 1992+
C. Agreement with Sun Microsystems, Inc. dated April 30, 1993++
D. Agreement with HP/Apollo Computer, Inc. dated July 4, 1994++
E. Agreement with Howard B. Hillman dated November 1, 1994++
F. Agreement with Centra 2000, Inc., formerly Metaware, Inc., dated
April 12, 1994++
27. Financial Data Schedule
* Incorporated by reference from Registration Statement No. 2-63253, filed
January 24, 1979.
** Incorporated by reference from Form 10-K for fiscal year ended September 30,
1988, dated December 14, 1988.
+ Incorporated by reference from Form 10-K for fiscal year ended September 30,
1993, dated December 18, 1992.
++ Incorporated by reference from Form 10-K for fiscal year ended September 30,
1994, dated December 14, 1994.
+++Incorporated by reference from Form 8-K for fiscal quarter ended June 30,
1995, dated July 14, 1995.
B. Reports on Form 8-K+++
The 8K dated July 14, 1995, stated that Proforma financial statements
for the acquisition of Centra 2000 Inc. would be filed by August 15th.
These documents have been included in Item 5 Other Information of this
10Q document in place of filing an amended 8K current report.
14
<PAGE>
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.
AUTO-TROL TECHNOLOGY CORPORATION
(Registrant)
Date: August 10, 1995 /s/ Howard B. Hillman
------------------------
Howard B. Hillman,
President
Date: August 10, 1995 /s/ David C. O'Brien
------------------------
David C. O'Brien
Vice President, Finance
15
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