<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended March 31, 2000
--------------
Commission File Number 0-10832
-------
AFP Imaging Corporation
-----------------------
(Exact name of registrant as specified in its charter)
New York 13-2956272
- ------------------------- ----------
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
250 Clearbrook Road, Elmsford, New York 10523
- ----------------------------------------- ------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (914) 592-6100
--------------
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. Yes X No____
The registrant had 9,271,054 shares of Common Stock outstanding as of May 1,
2000.
1
<PAGE>
PART I. Financial Information
The consolidated financial statements included herein have been prepared by AFP
Imaging Corporation (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. While certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, the Company believes that the
disclosures made herein are adequate to make the information presented not
misleading. It is recommended that these consolidated financial statements be
read in conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999.
In the opinion of the Company, all adjustments necessary to present fairly the
financial position of AFP Imaging Corporation as of March 31, 2000 and June 30,
1999, and the results of its operations for the three and nine month periods
ended March 31, 2000 and 1999, and its cash flows for the nine months periods
then ended, have been included.
2
<PAGE>
Item 1: FINANCIAL STATEMENTS
AFP Imaging Corporation and Subsidiaries
Consolidated Balance Sheets - March 31, 2000 and June 30, 1999
<TABLE>
<CAPTION>
Assets March 31, June 30,
- ------ 2000 1999
---- ----
Current Assets:
<S> <C> <C>
Cash and cash equivalents .............. $ 143,728 $ 249,053
Accounts receivable, less allowance
for doubtful accounts of $302,940
and $427,000 respectively .............. 2,875,656 3,923,514
Inventories ................................. 4,793,355 5,494,828
Prepaid expenses and other .................. 78,175 89,958
----------- -----------
Total current assets ................... 7,890,914 9,757,353
----------- -----------
Property and Equipment, (at cost) ................ 8,125,742 8,035,982
Less accumulated depreciation .................... (7,086,689) (6,810,006)
----------- -----------
1,039,053 1,225,976
----------- -----------
Intangible Assets,
net of accumulated amortization ........ 2,623,985 2,804,822
----------- -----------
Other Assets ..................................... 281,287 197,933
----------- -----------
$11,835,239 $13,986,084
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Liabilities and Shareholders' Equity March 31, June 30,
------------------------------------ 2000 1999
---- ----
<S> <C> <C>
Current Liabilities:
Current portion of long-term debt $3,344,987 $ 427,958
Accounts payable 953,417 965,945
Accrued expenses 793,085 1,409,666
------- ---------
Total current liabilities 5,091,489 2,803,569
----------- ---------
Long Term Debt 1,758,775 5,974,216
----------- ---------
Shareholders' Equity
Common Stock, $.01 par value, 30,000,000
shares authorized, 9,271,054
shares issued and outstanding
at March 31, 2000 and
June 30, 1999, respectively 92,710 92,710
Paid-in capital in excess of par 11,545,882 11,491,001
Accumulated deficit (6,638,676) (6,360,831)
Accumulated other comprehensive loss (14,941) (14,581)
------- -------
Total shareholders' equity 4,984,975 5,208,299
--------- ---------
$11,835,239 $13,986,084
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated balance sheets.
3
<PAGE>
AFP Imaging Corporation and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $5,860,723 $6,700,297 $18,731,662 $21,829,122
Cost of Sales 4,101,214 4,572,562 12,524,040 15,189,640
--------- --------- ---------- ----------
Gross Profit 1,759,509 2,127,735 6,207,622 6,639,482
--------- --------- --------- ---------
Selling, General and
Administrative Expenses 1,835,838 2,092,965 5,756,852 6,479,423
Research and Development 85,673 340,607 369,191 933,522
Special Charges --- 750,000 --- 750,000
--------- --------- --------- ---------
1,921,511 3,183,572 6,126,043 8,162,945
--------- --------- --------- ---------
Operating Income (loss) (162,002) (1,055,837) 81,579 (1,523,463)
--------- --------- ------ ---------
Interest, net 123,772 178,993 353,164 501,476
------- ------- ------- -------
Loss before provision for taxes (285,774) (1,234,830) (271,585) (2,024,939)
Provision (Benefit) for Income Taxes 4,460 (21,317) 6,260 2,683
----- ------- ----- -----
Net Loss ($290,234) ($1,213,513) ($277,845) ($2,027,622)
========== =========== ========== ==========
NET LOSS PER SHARE
Basic ($.03) ($ .13) ($.03) ($ .21)
====== ====== ====== =====
Diluted ($.03) ($ .13) ($.03) ($ .21)
====== ====== ====== =====
Weighted average outstanding
Basic 9,271,054 9,271,054 9,271,054 9,436,686
========= ========= ========= =========
Diluted 9,271,054 9,271,054 9,271,054 9,436,686
========= ========= ========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
4
<PAGE>
AFP Imaging Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity and Comprehensive Loss
For the Nine Months Ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
Accumulated
Paid-in Other
Comprehensive Common Capital In Accumulated Comprehensive
Loss Stock Excess of Par Deficit (Loss) Total
---- ----- ------------- ------------- --------------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance June 30, 1998 $--- $97,679 $11,858,704 $(4,153,889) $(8,509) $7,793,985
Retirement of 496,895 shares of
Common stock at $.75 per share --- (4,969) (367,703) --- --- (372,672)
Foreign currency translation
adjustment (6,072) --- --- --- (6,072) (6,072)
Net loss for nine months
ended March 31, 1999 (2,027,622) --- --- (2,027,622) --- (2,027,622)
-----------
Comprehensive Loss $(2,033,694) --- --- --- --- ---
============= -------
Balance March 31, 1999 $92,710 $11,491,001 $(6,181,511) $(14,581) $5,387,619
======= ============ ============ ========= ==========
Balance June 30, 1999 $--- $92,710 $11,491,001 $(6,360,831) $(14,581) $5,208,299
Issuance of 580,000 Employee
Stock Options at $.31 per share --- --- 54,881 --- --- 54,881
Foreign currency translation
Adjustment (360) --- --- --- (360) (360)
Net loss for nine months
ended March 31, 2000 $(277,845) --- --- (277,845) --- (277,845)
----------
Comprehensive Loss $(278,205) --- --- --- --- ---
========== ------- ----------- ----------- ----------- ----------
Balance March 31, 2000 $92,710 $11,545,882 $(6,638,676) $(14,941) $4,984,975
======= =========== =========== ============ ==========
</TABLE>
The accompanying notes to conslidated financial statements are an integral part
of these consolidated statements.
5
<PAGE>
AFP Imaging Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Nine Months Ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($277,845) ($2,027,622)
Adjustments to reconcile net loss to net cash provided
by operating activities-
Non-cash effect of Special Charges --- 750,000
Accretion of Imputed interest on note payable --- 116,190
Depreciation and amortization 546,940 636,495
Change in assets and liabilities:
Decrease in accounts receivable 1,047,858 923,696
Decrease/(Increase) in inventories 701,473 (477,127)
(Increase)/Decrease in prepaid expenses and other assets (71,503) 257,861
(Decrease)/Increase in accounts payable (12,528) 206,924
Decrease in accrued expenses (616,581) (323,801)
--------- ---------
Total adjustments 1,595,659 2,090,238
--------- ---------
Net cash provided by operating activities 1,317,814 62,616
--------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (124,367) (150,176)
--------- -------
Net cash used by investing activities (124,367) (150,176)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing of debt --- 739,744
Repayment of debt (1,298,412) (243,240)
Retirement of Company stock --- (372,672)
---------------- --------
Net cash (used by) provided by financing activities (1,298,412) 123,832
---------- -------
EXCHANGE RATE EFFECTS ON CASH AND CASH EQUIVALENTS (360) (6,072)
----- -------
Net (decrease) increase in cash and cash equivalents (105,325) 30,200
CASH AND CASH EQUIVALENTS, at beginning of period 249,053 594,992
------- -------
CASH AND CASH EQUIVALENTS, at end of period $143,728 $625,192
======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
6
<PAGE>
AFP Imaging Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2000
(1) General:
The accounting policies followed during the interim periods reported on herein
are in conformity with generally accepted accounting principles and are
consistent with those applied for annual periods, as described in the Company's
financial statements included in the Company's Annual Report on Form 10-K for
the year ended June 30, 1999.
(2) Net earnings per common share:
The diluted weighted average number of shares outstanding does not include
54,269 and 37,738 shares of common stock issuable upon exercise of outstanding
stock options in fiscal 2000 and fiscal 1999, respectively, as such amounts are
anti-dilutive when there is a loss.
(3) Long and Short Term Debt:
As of March 31, 2000, the Company had a senior credit facility consisting of
$8.4 million revolver and a $1.45 million term loan (together the "Credit
Facility") at an interest rate of 3/4% above prime. The Credit Facility is
collateralized by accounts receivable, eligible inventory, equipment, life
insurance policies and proceeds thereof, trademarks, licenses, patents, and
general intangibles. The arrangement provides for restrictions on borrowings,
requires certain financial ratios related to total debt, unsubordinated debt to
tangible net worth and current assets to current liabilities be maintained and
requires minimum levels of working capital, net worth and cash flow. The Company
is currently in compliance with all the terms and conditions of the credit
facility, as amended on November 30, 1999, with the exception of the debt
service coverage ratio covenant. The Company has notified its senior lender of
the non-compliance. The senior lender has agreed to extend the credit facility
through September 2000, to facilitate the completion of the negotiations to
renew the credit facility.
On August 11, 1999, the Company renegotiated and significantly reduced the $2.5
million Subordinated Promissory Note issued in December 1997. This Note had been
in dispute and no payments had been made. The Company paid $150,000 to the note
holder and a new six year Subordinated Note for $850,000 was issued; interest
only (fixed at 7.75%) will be paid for the first three years, then the Company
is required to make thirty-six equal monthly payments of $23,611.11 plus
interest on the unpaid balance.
On August 11, 1999, the Company renegotiated and reduced the $1.0 million
Subordinated Promissory Note issued in April 1997. The Company paid $100,000 to
the note holder plus accrued interest from April 17, 1999 to August 10, 1999,
and the principal amount of the amended Subordinated Note was reduced to
$800,000 in total, to be paid over a six year period. Interest only must be paid
quarterly for the first three years, followed by thirty-six equal monthly
payments of $22,222.22 plus interest, paid quarterly, on the unpaid balance.
Interest will remain at LIBOR + 2% for the six year period.
(4) Inventory:
The Company uses the gross margin method related to labor and overhead costs
during interim periods for inventory valuation.
(5) Income Taxes:
The Company's income tax provision for fiscal 2000 and 1999 relates to state and
foreign income or capital taxes net of any refunds received. No income tax
benefits related to the losses reported in fiscal 1999 have been recorded, in
accordance with SFAS No. 109.
7
<PAGE>
(6) Segment Information:
The segment information for the three and nine months ended March 31, 2000 and
1999 are shown below. Segment information related to operating income (loss)
include costs directly attributable to each segment's operations.
<TABLE>
<CAPTION>
Depreciation Net
Operating & Capital Interest
Net Sales (Loss) Assets Amortization Expenditures Expense
--------- ------ ------ ------------ ------------ -------
For the three months ended
March 31, 2000
--------------
<S> <C> <C> <C> <C> <C> <C>
Medical/Dental $5,052,909 $(85,665) $10,356,735 $362,188 $112,700 $93,772
Graphic Arts 807,814 (76,337) 1,478,504 1,973 --- 30,000
------- ------- --------- ----- ------
Consolidated $5,860,723 $(162,002) $11,835,239 $364,161 $112,700 $123,772
========== ========= =========== ======== ======== ========
For the three months ended
March 31, 1999
--------------
Medical/Dental $5,650,373 $(1,013,600) $14,701,206 $206,148 $18,322 $143,511
Graphic Arts 1,049,924 (42,237) 2,049,154 3,600 --- 35,482
--------- ------- --------- ----- ------
Consolidated $6,700,297 $(1,055,837) $16,750,360 $209,748 $18,322 $178,993
========== =========== =========== ======== ======= ========
Operating Depreciation Net
Income & Capital Interest
Net Sales (Loss) Assets Amortization Expenditures Expense
--------- ------ ------ ------------ ------------ -------
For the nine months ended
March 31, 2000
--------------
Medical/Dental $16,047,682 $74,086 $10,356,735 $540,767 $124,367 $263,164
Graphic Arts 2,683,980 7,493 1,478,504 6,173 --- 90,000
--------- ----- --------- ----- ------
Consolidated $18,731,662 $81,579 $11,835,239 $546,940 $124,367 $353,164
=========== ======= =========== ======== ======== ========
For the nine months ended
March 31, 1999
--------------
Medical/Dental $18,065,962 $(1,465,786) $14,701,206 $625,695 $150,176 $401,120
Graphic Arts 3,763,160 (57,677) 2,049,154 10,800 --- 100,356
--------- ------- --------- ------ -------
Consolidated $21,829,122 $(1,523,463) $16,750,360 $636,495 $150,176 $501,476
=========== =========== =========== ======== ======== ========
</TABLE>
Item 2: Management's Discussion and Analysis of Fiscal 2000 Financial Condition
and Results of Operation
Capital Resources, Liquidity and Results of Operations
The Company's working capital at March 31, 2000, decreased approximately
$4,154,300 from June 30, 1999. Approximately $3,200,000 is due to the
reclassification of the Company's credit facility from long-term debt in June
1999, to short-term debt as the facility expires in July 2000. The Company
expects to renew this facility with similar terms and conditions prior to its
expiration, however, pursuant to Generally Accepted Accounting Principles such
debt is classified as a current liability. There was approximately $1,318,000 of
net working capital generated from operations. The Company reduced its
borrowings on this credit facility by approximately $980,400 in the past nine
months.
The Company has a senior credit facility consisting of a $9.85 million revolver
and term facility. This credit line is sufficient to finance ongoing working
capital requirements assuming that the Company does not have significant losses
from operations for a material period of time. The revolver loan is secured by
available and eligible inventory, accounts receivable, and specific intangibles.
This facility requires that certain financial ratios and net worth amounts be
maintained. The Company is currently in compliance with all of the covenants and
terms, under the credit facility, as amended November 30, 1999, with the
exception of the debt service coverage ratio. The Company did not meet this
ratio due to the FDA import restriction on the manufacturer of the Company's
intraoral x-ray unit, which had a significant impact on sales for the quarter.
The Company has notified its senior lender of the non-compliance. This facility
was renewed in July 1997 and expires in July 2000. The senior lender has agreed
to extend the credit facility through September 2000 to facilitate the
completion of the negotiations to renew the credit facility. The Company is
dependent upon its existing credit facilities to finance its overall operations.
At March 31, 2000, the Company currently had available $1,248,500 of unused
lines of credit for short-term financing needs, plus cash and cash equivalent of
$143,000.
8
<PAGE>
Capital expenditures for the first nine months of Fiscal 2000 were $124,400 and
included a new modern exhibition booth and production tooling costs to upgrade
and enhance the Company's dental product lines. Capital expenditures for the
balance of Fiscal 2000 will consist of computer workstation upgrades and
production tooling and other appropriate replacements in the normal course of
operations. Management has approved significant production tooling enhancements
for its digital dental product line for the remainder of Fiscal 2000 and the
first quarter of Fiscal 2001. The Company's historical operating cash flows have
been positive; however, the Company is dependent upon its existing credit
facilities to finance its ongoing working capital requirements.
The Company expects its need for working capital will continue to be financed by
operations and from borrowings on its credit facility. The Company is presently
unaware of any other trends, demands, commitments or contingencies which are
reasonably likely to result in a material increase or decrease in its liquidity
or capital resources in the foreseeable future, except for any ongoing losses
from its operations and in the event it is unsuccessful in its negotiations with
its senior lender to renegotiate the credit facility in September 2000. No
assurances can be given that the Company will have favorable cash flow in the
near term, that the senior lender will grant further waivers to the Company, or
that the Company will successfully renegotiate its credit facility. The
potential increases in interest rates by the Federal Reserve Board could have an
adverse affect on the Company and increase the cost of capital.
Comparison of Nine Months Fiscal 2000 Versus Nine Months Fiscal 1999
Sales decreased $3,098,000 or 14.2% between the two periods. The Company's
product lines experienced a general decrease in sales volume, with the graphic
arts business the most significant. Fluctuating world markets, combined with
currency changes, continue to adversely effect the Company's export sales. The
Company continues to explore and develop potential distribution channels and new
products through engineering efforts, aggressive marketing, as well as
repositioning its product pricing in the marketplace. The Company continues to
increase its efforts in the dental imaging sector by adding products for
redistribution. Dental sales were adversely affected in the second and third
quarters by an import restriction by the FDA on the manufacturer of the
Company's intraoral x-ray unit. The Company has selected a new unit for
distribution which should be available during the early part of the fourth
quarter Fiscal 2000.
Gross profit as a percent of sales increased 2.72 percentage points. Material
costs stayed relatively constant, and, manufacturing overheads were
significantly reduced in the first two quarters through management's
restructuring efforts and cost-cutting programs, including discontinuance of
non-profitable product lines, closing of facilities, and the elimination of
redundancies in all departments.
Selling, general and administrative costs decreased $722,600 or 11.1% between
the two periods. Management's cost restructuring programs included the
continuance of its worldwide marketing and sales efforts to preserve and
increase customer share and the reduction of costs in other ancillary
departments.
Research and development costs decreased approximately $564,300 or 60.4%. The
Company closed its engineering facility in Vancouver, Washington, effective June
30, 1999. The work has been relocated to the Elmsford, NY facility. The Company
has focused on the continued refinement of its digital dental products in order
to reduce costs and maintain market share. Additionally, the Company continues
to invest in sustaining engineering and related costs for its analog products.
Where applicable, the Company is acting as a master import distributor for
products developed by others.
Interest expense net, decreased approximately $148,300, or 29.6% between the two
periods. Corporate debt was reduced approximately $1,198,400 since June 30,
1999. Additionally, two subordinated notes payable were significantly reduced
and restructured of as of August 1999 (See footnote 3 to Consolidated Financial
Statements for further discussion).
Comparison of Third Quarter Fiscal 2000 Versus Third Quarter Fiscal 1999
Net sales decreased $839,600 or 12.5%. All product lines experienced a decline
in volume as discussed above. Gross profit as a percent of sales decreased 1.73
points due to a shift in the product mix and increases in raw materials. The
aggregate of the expense items decreased $1,262,000 or 39.6%. Included in the
prior year's costs were $750,000 of special charges to write-off the goodwill
associated with the acquisition of ProDen Systems, Inc. The net decrease of
$512,000, as explained previously, was due to management's efforts to reduce all
non-essential costs. Interest expense, net decreased $55,200 or 30.8% as
acquisition debt was restructured and significantly reduced as of June 1999 and
September 1999.
9
<PAGE>
Other
On March 19, 1999, the Company's Common Stock was de-listed from the NASDAQ
SmallCap Exchange as the Company's shares did not maintain a closing bid price
greater than $1.00 for 30 consecutive days. The Company is now listed on the
NASDAQ Over the Counter Bulletin Board.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative and Hedging
Activities. SFAS No. 133 establishes a comprehensive standard on accounting for
derivative and hedging activities and is effective for periods beginning after
January 15, 2001. Management does not believe that the future adoption of SFAS
No. 133 will have a material effect on the Company's financial position and
results of operations.
This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of the Private Securities Reform Act of 1995. These
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those in any such forward-looking
statements. Such factors include, but are not limited to, adverse changes in
general economic conditions, the ability of the Company to repay its loans,
including changes in the specific markets for the Company's services, the
ability of the Company to successfully design, develop, manufacture and sell new
products, adverse business conditions, increased competition, pricing pressures,
risk associated with foreign operations, the ability to attract and retain key
personnel, difficulties in obtaining adequate long-term financing to meet the
Company's obligations, various regulatory requirements throughout the world, and
other factors.
Part II Other Information
Item 4:
Item 6: Exhibits and Reports on Form 8-K.
(a) None
(b) Reports on Form 8-K
None
10
<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.
AFP IMAGING CORPORATION
-------------------------
David Vozick
Chairman of the Board
Secretary, Treasurer
Date: May 12, 2000
-------------------------
Donald Rabinovitch
President and Director
Date: May 12, 2000
-------------------------
Elise Nissen
Chief Financial Officer
Date: May 12, 2000
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-Mos
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 143,728
<SECURITIES> 0
<RECEIVABLES> 3,178,596
<ALLOWANCES> 302,940
<INVENTORY> 4,793,355
<CURRENT-ASSETS> 7,890,914
<PP&E> 8,125,742
<DEPRECIATION> 7,086,689
<TOTAL-ASSETS> 11,835,239
<CURRENT-LIABILITIES> 5,091,489
<BONDS> 0
0
0
<COMMON> 92,710
<OTHER-SE> 4,892,265
<TOTAL-LIABILITY-AND-EQUITY> 18,731,662
<SALES> 18,731,662
<TOTAL-REVENUES> 12,524,040
<CGS> 6,126,043
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 353,164
<INTEREST-EXPENSE> (271,585)
<INCOME-PRETAX> 6,260
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (277,845)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
