<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission File
June 30, 1999 No. 1-9767
----------------------
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 94-2579751
------------------------------- ------------------
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9162 Eton Avenue, Chatsworth CA 91311
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
</TABLE>
Telephone Number: 818-709-1244
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 number of shares of Common Stock of the registrant outstanding as of
July 30, 1999 was 6,578,607.
<PAGE> 2
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
INDEX TO FORM 10-Q
Three and Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
PAGE
PART 1 -- FINANCIAL INFORMATION
<S> <C>
ITEM 1 -- Consolidated Financial Statements
Consolidated Balance Sheets............................................ 3
Consolidated Statements of Operations.................................. 4
Consolidated Statements of Cash Flows.................................. 6
Consolidated Statements of Comprehensive Income........................ 7
Notes to Consolidated Financial Statements............................. 8
ITEM 2 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 13
ITEM 3 -- Quantitative and Qualitative Disclosures About
Market Risk................................................. 20
PART 2 -- OTHER INFORMATION
ITEM 1 -- Legal Proceedings............................................ 21
ITEM 2 -- Changes in Securities and Use of Proceeds.................... 21
ITEM 4 -- Submission of Matters to a Vote of Security
Holders..................................................... 21
ITEM 6 -- Exhibits and Reports on Form 8-K
(a) Exhibits...................................................... 21
(b) Reports on Form 8-K........................................... 21
SIGNATURE................................................................... 22
</TABLE>
<PAGE> 3
PART 1 -- FINANCIAL INFORMATION
ITEM 1 -- CONSOLIDATED FINANCIAL STATEMENTS
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
At December 31, At June 30,
------------------------------
1998 1999
------------ ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 389,495 $ 1,231,372
Accounts receivable, net of allowance for doubtful
accounts of $271,544 in 1998 and $272,316 in 1999 5,615,799 5,339,521
Inventories 4,503,446 4,054,687
Prepaid expenses and other current assets 251,483 301,758
Deferred tax asset 942,589 942,589
------------ ------------
Total current assets 11,702,812 11,869,927
Property and equipment, at cost, net of accumulated depreciation
of $5,140,169 in 1998 and $5,575,509 in 1999 2,004,661 1,620,160
Purchased intangibles, net of accumulated amortization 7,512,100 7,053,244
Software development costs, net of accumulated amortization of
$1,558,597 in 1998 and $1,720,495 in 1999 1,097,907 1,138,316
Deferred tax asset 7,914,129 8,236,402
Other assets 1,875,475 1,754,010
------------ ------------
Total assets $ 32,107,084 $ 31,672,059
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 464,769 $ 726,825
Current portion of long-term debt 1,742,027 1,442,027
Accounts payable 2,871,613 2,331,568
Accrued expenses 2,259,802 2,566,155
Deferred income -- service contracts and other 794,688 1,028,804
------------ ------------
Total current liabilities 8,132,899 8,095,379
Subordinated note payable 7,000,000 7,000,000
Deferred income -- service contracts and other liabilities 274,798 1,745,481
Notes payable, long-term portion 1,700,000 1,100,000
------------ ------------
Total liabilities 17,107,697 17,940,860
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value; Authorized: 3,000,000 shares;
Convertible Series A shares issued and outstanding : 1998
and 1999 -- 3,000 ($3,000,000 liquidation preference) 30 30
Common stock, $.01 par value; Authorized: 15,600,000 shares
Shares issued and outstanding: 1998 -- 6,432,875 and 1999 -- 6,550,829 64,328 65,507
Additional paid-in capital 38,134,290 38,235,573
Unearned compensation (204,294) (144,328)
Foreign currency translation adjustment 47,510 55,707
Accumulated deficit (23,042,477) (24,481,290)
------------ ------------
Total shareholders' equity 14,999,387 13,731,199
------------ ------------
Total liabilities and shareholders' equity $ 32,107,084 $ 31,672,059
============ ============
</TABLE>
- ---------------
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the three months ended June 30,
-----------------------------------
1998 1999
----------- -----------
<S> <C> <C>
Sales of IVD systems $ 2,739,827 $ 2,809,454
Sales of IVD supplies and services 2,957,675 3,395,350
Sales of small instruments and supplies 985,637 1,123,815
Royalties and licensing revenues 23,891 37,299
----------- -----------
Net revenues 6,707,030 7,365,918
----------- -----------
Cost of goods -- IVD systems 1,754,244 1,735,936
Cost of goods -- IVD supplies and services 1,519,843 1,527,978
Cost of goods -- small instruments and supplies 536,569 618,363
----------- -----------
Cost of goods sold 3,810,656 3,882,277
----------- -----------
Gross margin 2,896,374 3,483,641
Marketing and selling 1,220,030 1,297,328
General and administrative 942,400 975,000
Research and development, net 466,788 358,721
Amortization of intangibles 290,004 291,038
Unusual legal charges 48,922 426,542
----------- -----------
Total operating expenses 2,968,144 3,348,629
Operating income (loss) (71,770) 135,012
Other income (expense):
Interest income 18,390 10,032
Interest expense (288,212) (261,732)
Other income (expense) 6,546 (10,308)
----------- -----------
Loss before benefit for income taxes (335,046) (126,996)
Benefit for income taxes (123,956) (7,252)
----------- -----------
Net loss $ (211,090) $ (119,744)
=========== ===========
Net loss per common share -- basic $ (.03) $ (.02)
=========== ===========
Net loss per common share -- diluted $ (.03) $ (.02)
=========== ===========
Weighted average number of common shares -- basic 6,278,417 6,490,422
=========== ===========
Weighted average number of common shares and common
share equivalents outstanding for the period -- diluted 6,278,417 6,490,422
=========== ===========
</TABLE>
- ---------------
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30,
----------------------------------
1998 1999
------------ ------------
<S> <C> <C>
Sales of IVD systems $ 5,185,764 $ 4,821,735
Sales of IVD supplies and services 5,925,876 6,806,089
Sales of small instruments and supplies 2,097,281 2,258,085
Royalty and license revenue 90,750 102,247
------------ ------------
Net revenues 13,299,671 13,988,156
------------ ------------
Cost of goods -- IVD systems 3,064,710 2,896,793
Cost of goods -- IVD supplies and services 2,866,625 3,100,032
Cost of goods -- sales of small instruments and supplies 1,164,818 1,225,759
------------ ------------
Cost of goods sold 7,096,153 7,222,584
------------ ------------
Gross margin 6,203,518 6,765,572
Marketing and selling 2,486,490 2,630,390
General and administrative 1,760,110 1,897,040
Research and development, net 1,072,903 794,105
Intangibles amortization 579,492 581,855
Litigation settlement and unusual legal charges 86,588 2,043,273
------------ ------------
Total operating expenses 5,985,583 7,946,663
Operating income (loss) 217,935 (1,181,091)
Other income (expense):
Interest income 26,559 17,846
Interest expense (559,447) (544,076)
Other expense (14,069) (31,538)
------------ ------------
Loss before benefit for income taxes (329,022) (1,738,859)
Benefit for income taxes (121,738) (300,046)
------------ ------------
Net loss $ (207,284) $ (1,438,813)
============ ============
Net loss per common share -- basic $ (.03) $ (.22)
============ ============
Net loss per common share -- diluted $ (.03) $ (.22)
============ ============
Weighted average number of common share -- basic 6,274,985 6,461,807
============ ============
Weighted average number of common shares and common
share equivalents outstanding for the period -- diluted 6,274,985 6,461,807
============ ============
</TABLE>
- ---------------
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30,
--------------------------------
1998 1999
----------- -----------
<S> <C> <C>
Cash flow from operating activities:
Net loss $ (207,284) $(1,438,813)
Adjustments to reconcile net loss to net cash provided by
operations:
Deferred tax benefit (167,545) (322,273)
Depreciation and amortization 1,258,612 1,204,256
Common stock and stock option compensation amortization 129,956 114,198
Gain on sale of equipment previously under an operating lease -- (87,158)
Litigation settlement payable in equity securities -- 1,520,371
Changes in assets and liabilities:
Accounts receivable -- trade and other (24,973) 108,370
Service contracts, net 214,254 330,973
Inventories (251,179) 445,744
Prepaid expenses and other current assets (16,480) (52,172)
Other assets (124,088) (24,124)
Accounts payable 131,876 (532,210)
Accrued expenses 167,017 232,034
Deferred income and other liabilities 27,027 --
----------- -----------
Net cash provided by operating activities 1,137,193 1,499,196
----------- -----------
Cash flow from investing activities:
Acquisition of property and equipment (307,810) (93,835)
Software development costs (215,600) (202,307)
Sale of equipment previously under an operating lease -- 125,000
----------- -----------
Net cash used by investing activities (523,410) (171,142)
----------- -----------
Cash flow from financing activities:
Borrowings under credit facility 3,600,000 6,554,651
Repayments of credit facility (3,350,000) (6,192,596)
Repayment of notes payable (700,000) (906,077)
Issuance of common stock and warrant for cash 194,895 40,581
Deferred stock or debt issuance costs (130,018) --
----------- -----------
Net cash used by financing activities (385,123) (503,441)
----------- -----------
Effect of foreign currency fluctuation on cash and cash equivalents (2,067) 17,264
Net increase in cash and cash equivalents 226,593 841,877
Cash and cash equivalents at beginning of period 1,470,861 389,495
----------- -----------
Cash and cash equivalents at end of period $ 1,697,454 $ 1,231,372
=========== ===========
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock in exchange for services $ 75,266 $ 54,232
Capital lease obligation incurred 70,000 --
Issuance of common stock in satisfaction of liabilities 13,956 7,650
Supplemental disclosure of cash flow information:
Cash paid for interest 519,770 506,775
Cash paid for income taxes 85,000 23,082
</TABLE>
- ----------------------
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE> 7
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
<TABLE>
<CAPTION>
For the three months ended June 30,
---------------------------------------
1998 1999
----------- -----------
<S> <C> <C>
Net loss $ (211,090) $ (119,744)
Other comprehensive income,
foreign currency translation adjustment 1,798 6,259
----------- -----------
Comprehensive loss $ (209,292) $ (113,485)
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
For the six months ended June 30,
---------------------------------------
1998 1999
----------- -----------
<S> <C> <C>
Net loss $ (207,284) $(1,438,813)
Other comprehensive income,
foreign currency translation adjustment 7,793 8,197
----------- -----------
Comprehensive loss $ (199,491) $(1,430,616)
=========== ===========
</TABLE>
- ------------------
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE> 8
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. FORMATION AND BUSINESS OF THE COMPANY.
International Remote Imaging Systems, Inc. was incorporated in California
in 1979 and reincorporated during 1987 in Delaware. International Remote Imaging
Systems, Inc. and its subsidiaries (collectively "IRIS" or the "Company")
operate in three segments. (See Note 13-"Segment and Geographic Information".)
The Company designs, develops, manufactures and markets in vitro diagnostic
("IVD") equipment, including imaging systems based on patented and proprietary
automated intelligent microscopy ("AIM") technology, and special purpose
centrifuges and other small instruments for specimen preparation in microscopic
and other procedures performed in clinical laboratories. The Company also
provides ongoing service and supplies to support the equipment sold.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Basis of Presentation of Unaudited Interim Financial Statements:
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all normal recurring adjustments necessary to
present fairly the financial position of the Company as of June 30, 1999 and
1998 and the results of its operations for the three and six month periods then
ended. These financial statements should be read in conjunction with the
financial statements and notes included in the Company's latest annual report on
Form 10-K. Interim results are not necessarily indicative of results for a full
year.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Principles of Consolidation:
The consolidated financial statements include the accounts of International
Remote Imaging Systems, Inc. and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in the consolidated
financial statements.
Reclassifications:
Certain reclassifications have been made to the 1998 financial statements
to conform to the 1999 presentation.
3. COMPREHENSIVE INCOME.
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("FAS 130") establishes standards for reporting and
displaying comprehensive income and its components (revenues, expenses, gains
and losses) in financial statements. FAS 130 requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.
The Company's only component of comprehensive income (loss) relates to
foreign currency translation adjustments. No tax effect has been allocated to
the foreign currency translation adjustment for the periods presented.
The following is a reconciliation of accumulated other comprehensive income
balance for the six months ended June 30, 1999:
<TABLE>
<S> <C>
Beginning balance $47,510
Current period change 8,197
-------
Ending balance $55,707
-------
</TABLE>
8
<PAGE> 9
4. INVENTORIES.
Inventories are carried at the lower of cost or market on a first-in
first-out basis and consist of the following:
<TABLE>
<CAPTION>
At December 31, 1998 At June 30, 1999
-------------------- ----------------
<S> <C>
Finished goods $1,647,028 $1,200,893
Work-in-process 432,569 385,159
Raw materials, parts and sub-assemblies 2,423,849 2,468,635
---------- ----------
$4,503,446 $4,054,687
========== ==========
</TABLE>
5. PURCHASED INTANGIBLES.
Purchased intangibles, at cost, consist of the following:
<TABLE>
<CAPTION>
At December 31, 1998 At June 30, 1999
-------------------- ----------------
<S> <C>
Goodwill $ 383,108 $ 383,108
International distribution channel 5,403,938 5,403,938
Acquired technology and know-how 3,960,904 3,960,904
---------- ----------
9,747,950 9,747,950
Less accumulated amortization (2,235,850) (2,694,706)
---------- ----------
Total $7,512,100 $7,053,244
========== ==========
</TABLE>
6. SHORT-TERM BORROWINGS AND NOTES PAYABLE.
At June 30, 1999, the outstanding amount under the credit facility with
Foothill Capital Corporation, consists of $2.3 million outstanding under a $3.6
million term loan and $726,825 outstanding under a $4.0 million revolving line
of credit. Borrowings under the line of credit are limited to a percentage of
eligible accounts receivable. The Company had approximately $600,000 available
under the line of credit at June 30, 1999. The term loan bears interest at the
lender's prime rate (7.75% on June 30, 1999) plus 3.0% and is payable in monthly
installments of $100,000. The revolving credit line bears interest at the
lender's prime rate plus 1.0%. The credit facility is subject to minimum
interest charges, prepayment penalties and customary fees, is collateralized by
a first priority lien on all assets of the Company and matures in 2001. It also
contains financial covenants based primarily on tangible net worth and cash
flows and imposes restrictions on acquisitions, capital expenditures and cash
dividends.
On June 30, 1999, the Company had outstanding notes payable in the
aggregate amount of $242,027 from the repurchase of common stock and warrants
from an affiliate of Roche Diagnostics, a former strategic partner in 1996. The
notes bear interest at the rate of 8%, and the principal is due in bi-monthly
installments of $100,000.
7. CAPITAL STOCK.
Stock Issuances:
During the six months ended June 30, 1999, the Company (i) issued options
to purchase 301,550 shares of common stock under the Company's stock option
plans and (ii) cancelled options to purchase 94,300 shares of common stock. At
June 30, 1999, options to purchase 1,708,251 shares of common stock were issued
and outstanding under the Company's stock options plans. The outstanding options
expire by the end of 2009. The exercise price for these options ranges from
$0.69 to $4.50 per share. At June 30, 1999, there were 168,917 shares of common
stock available for the granting of future options under the Company's stock
option plans.
Warrants:
At June 30, 1999, the following warrants to purchase shares of common stock
were outstanding and exercisable:
9
<PAGE> 10
<TABLE>
<CAPTION>
Number of Shares Per Share Price Expiration Date
---------------- --------------- ---------------
<S> <C> <C>
50,000 $3.875 January 15, 2000
298,633 4.00 March 29, 2000
25,000 4.375 June 1, 2000
25,000 4.0625 July 1, 2000
123,000 7.80 September 28, 2000
875,000 3.56 July 31, 2001
84,270 3.56 December 31, 2001
10,000 4.31 May 15, 2002
</TABLE>
8. COMMITMENTS AND CONTINGENCIES.
In July 1996, the Company acquired Perceptive Scientific Instruments, Inc.
("PSI") from Digital Imaging Technologies, Inc. ("DITI"). As part of the
purchase price, the Company issued to DITI a five-year warrant to purchase
875,000 shares of common stock at $8.00 per share. In August 1997, the Company
filed a demand for arbitration against DITI with the American Arbitration
Association. The Company's demand for arbitration alleges material breaches of
the representations, warranties and covenants in the purchase agreement
governing the PSI acquisition. DITI subsequently filed a counterclaim in the
arbitration proceeding alleging that the Company misrepresented or omitted to
disclose material facts in connection with the PSI acquisition. DITI previously
requested a reduction in the exercise price of the warrant but elected to seek
unspecified monetary damages in the counterclaim. The Company made an
unconditional offer to reduce the warrant exercise price to $3.56 per share. The
arbitration hearing was held the week of May 10, 1999. The Company is now in the
process of completing and responding to post arbitration briefs and expects a
decision in the third quarter of 1999. Although the Company does not presently
anticipate any material adverse effect as a result of this arbitration
proceeding, there can be no assurance that it will not have such an effect on
the Company or result in additional dilution to holders of the common stock.
9. RESEARCH AND DEVELOPMENT GRANTS AND CONTRACTS.
The Company partially funds its research and development programs through
(i) grants from NASA and the National Institutes of Health, (ii) joint
development programs with strategic partners and (iii) Company sponsored
research and development entities.
Reimbursements and direct costs connected with research and development
grants and agreements were as follows:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- ---------------------------
1998 1999 1998 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Reimbursements $369,626 $136,478 $575,750 $213,679
Costs 341,599 125,276 636,385 242,450
-------- -------- -------- --------
Net costs $(28,027) $(11,202) $ 60,635 $ 28,771
======== ======== ======== ========
</TABLE>
Net costs incurred under research and development grants and contracts have
been included in research and development expense in the statements of
operations.
10. UNUSUAL CHARGES.
The results of operations for the six month period ended June 30, 1999
include litigation settlement and other unusual charges totaling $2,043,273.
Charges related to the settlement with Poly U/A Systems, Inc. totaled
$1,582,828. Expenses associated with the pending arbitration matter with DITI
totaled $450,289 in the current period as compared to $86,588 in the prior year.
For the three months ended June 30, 1999 unusual charges totaled $426,542 and
related primarily to the settlement with Poly U/A Systems ($55,829) and the
arbitration matter with DITI ($365,356).
In September 1995, the Company and Poly U/A Systems Inc., a
Company-sponsored research and development entity ("Poly UA"), entered into a
joint development project for the development of several new products to enhance
automated urinalysis using the Company's technology. During the fall of 1998,
the Company decided not to exercise a previously negotiated $5.1 million option
to acquire Poly UA and instead entered into discussions to acquire Poly UA at a
lower price. Subsequently, certain shareholders of Poly UA threatened in writing
to file a lawsuit if the Company failed to purchase Poly UA for an amount
substantially equal to the $5.1 million option price. Primarily to avoid
litigation which, regardless of its merits, could adversely affect the Company's
ability to negotiate strategic transactions, the Company entered into a letter
of intent on April 28, 1999 with Poly UA to settle the matter for a package of
Company securities with an estimated value of up to $1.5 million. The Company
recorded this amount as litigation settlement expense in the first quarter of
1999.
In order to implement the terms of the settlement, the Company commenced a
tender offer on June 8, 1999 for all 256,000 outstanding shares of Poly UA
common stock. The Company offered to pay for each share of Poly UA common stock
(and a signed release of claims from the tendering stockholder) a package of the
Company's securities consisting of the following: (a) 3 shares of the Company's
Common Stock, (b) 1 share of a new series of callable preferred stock and
10
<PAGE> 11
(c) a three-year warrant to purchase 3 shares of the Company's Common Stock.
The Company successfully completed the tender offer on July 26, 1999 and
accepted 198,000 shares of Poly UA common stock (or 77% of the total
outstanding) from 93% of the Poly UA stockholders. The Company subsequently
issued to the tendering stockholders a total of 594,000 shares of Common Stock,
198,000 shares of a new Series B Callable Preferred Stock and Series G Warrants
to purchase an additional 594,000 shares of the Common Stock. As a result, Poly
UA became a majority-owned subsidiary of the Company, with the Company owning
77% of the equity of Poly UA and the non-tendering stockholders retaining 23% of
the equity.
11. INCOME TAXES.
The income tax benefit for the six-month period ended June 30, 1999 was
$300,046 as compared to an income tax benefit of $121,738 for the comparable
period last year. The income tax benefit for the three month period ended June
30, 1999 totaled $7,252, as compared to $123,956 in the prior year. The income
tax benefit differs from the federal statutory rate due primarily to state
income taxes, unutilized foreign losses, permanent differences between income
reported for financial statement and income tax purposes and an increase in the
tax valuation allowance relating to the loss on the Poly UA settlement and the
related tax benefits to be acquired, which management has determined may not be
realizable.
Realization of deferred tax assets associated with net operating losses
("NOL") and tax credit carryforwards is dependent upon generating sufficient
taxable income prior to their expiration. Management believes that there is a
risk that certain of these NOL and tax credit carryforwards may expire unused
and accordingly, has established a valuation reserve against them. Although
realization is not assured for the remaining deferred tax assets, management
believes it is more likely than not that they will be realized through future
taxable income or alternative tax strategies. However, the net deferred tax
assets could be reduced in the near term if management's estimates of taxable
income during the carryforward period are significantly reduced or alternative
tax strategies are not available. The Company will continue to review its
valuation allowances and make adjustments, if necessary. Also, although a
valuation allowance has been provided against a portion of its NOL's, should the
Company undergo an ownership change as defined in Section 382 of the Internal
Revenue Code, the Company's tax NOL generated prior to the ownership change
would be subject to an annual limitation. If this occurred, a further adjustment
of the valuation allowance would be necessary.
12. EARNINGS PER SHARE (EPS).
The computation of per share amounts for the three and six months ended
June 30, 1999 is based on the average number of common shares outstanding for
the period. Options and warrants to purchase 3,199,154 and 3,094,904 shares of
common stock outstanding during the three and six months ended June 30, 1999 and
three and six months ended June 30, 1998, respectively, were not considered in
the computation of diluted EPS because their inclusion would be antidilutive.
Preferred stock convertible into 2,000,000 and 887,574 common shares at June 30,
1999 and 1998, respectively, was also not considered in the computation of
diluted EPS for the three and six month periods then ended because their
inclusion would also be antidilutive.
13. SEGMENT AND GEOGRAPHIC INFORMATION.
The Company is organized on the basis of products and related services and
under FAS 131 operates in three segments: (1) urinalysis, (2) genetic analysis
and (3) small laboratory devices.
The urinalysis segment designs, develops, manufactures and markets IVD
imaging systems based on patented and proprietary AIM technology for automating
microscopic procedures for urinalysis. In December 1997, this segment also began
distributing the UF-100 urine cell analyzer in the United States under an
existing agreement with its Japanese manufacturer. The segment also provides
ongoing sales of supplies and service necessary for the operation of installed
urinalysis workstations. In the United States, these products are sold through a
direct sales force. Internationally, these products are sold through
distributors. This segment has also had a major program over a number of years
to develop The White IRIS leukocyte differential analyzer. The Company has
elected not to launch The White IRIS at this time due to limited resources and
the potential impact of product launch costs on profitability. The Company is
exploring strategic alternatives for The White IRIS program and therefore cannot
reasonably estimate any impact on the recoverability of the capitalized costs
associated with the product line, principally capitalized software and
inventory. If the Company is unable to develop a viable strategic alternative
for the program and as a result abandons the product line, it would incur a
charge against future earnings of up to $1.2 million for the related amounts
capitalized.
The genetic analysis segment designs, develops, manufactures and markets
IVD imaging systems for karyotyping, DNA probe analysis and comparative genomic
hybridization. These products are sold in the United States through a direct
sales force and internationally through its United Kingdom subsidiary directly
as well as through distributors and agents.
The small laboratory devices segment designs, develops, manufactures and
markets a variety of benchtop centrifuges, small instruments and supplies. These
products are used primarily for manual specimen preparation and dedicated
applications in coagulation, cytology, hematology and urinalysis. These products
are sold worldwide through distributors.
11
<PAGE> 12
The accounting policies of the segments are the same as those described in
the "Summary of Significant Accounting Policies" included in this report on Form
10-Q and in the Company's report on Form 10-K for the year ended December 31,
1998. The Company evaluates the performance of its segments and allocates
resources to them based on earnings before income taxes, excluding corporate
charges ("Segment Profit").
The tables below present information about reported segments for the three
and six month periods ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998:
Small Unallocated
Genetic Laboratory Corporate
Urinalysis Analysis Devices Expenses Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $4,994,033 $1,248,070 $1,123,815 -- $7,365,918
Interest income $8,965 $393 $674 -- $10,032
Interest expense $1,326 $260,406 -- -- $261,732
Depreciation and amortization $260,933 $340,790 $39,311 $12,577 $653,611
Segment profit (loss) $1,214,150 $(608,907) $223,724 $(955,963)(1) $(126,996)
Segment assets $11,312,645 $9,274,083 $1,903,788 $9,181,543 $31,672,059
Investment in long-lived assets $94,887 $56,739 $16,255 -- $167,881
</TABLE>
(1) Includes unusual legal expense of $426,542.
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998:
Small Unallocated
Genetic Laboratory Corporate
Urinalysis Analysis Devices Expenses Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 4,370,595 $ 1,350,798 $ 985,637 -- $ 6,707,030
Interest income $ 8,997 3,471 $ 5,922 -- $ 18,390
Interest expense $ 2,238 $ 285,974 -- -- $ 288,212
Depreciation and amortization $ 256,865 $ 377,433 $ 43,123 $ 16,982 $ 694,403
Segment profit (loss) $ 685,185 $ (794,436) $ 192,990 $ (418,785)(1) $ (335,046)
Segment assets $ 11,527,862 $ 10,525,709 $ 1,987,863 $ 8,783,295 $ 32,824,729
Investment in long-lived assets $ 187,823 $ 70,542 $ 17,433 -- $ 275,798
</TABLE>
- ----------
(1) Includes unusual legal expenses of $48,922.
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998:
Small Unallocated
Genetic Laboratory Corporate
Urinalysis Analysis Devices Expenses Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $9,348,553 $2,381,518 $2,258,085 -- $13,988,156
Interest income 15,430 $1,197 $1,219 -- $17,846
Interest expense $2,723 $541,353 -- -- $544,076
Depreciation and amortization $524,267 $690,988 $80,859 $22,340 $1,318,454
Segment profit (loss) $2,228,063 $(1,397,869) $476,913 $(3,045,966)(1) $(1,738,859)
</TABLE>
12
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C> <C>
Investment in long term assets $178,566 $96,786 $20,790 -- $296,142
</TABLE>
- ----------
(1) Includes litigation settlement and unusual legal expenses of $2,043,273.
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998:
Small Unallocated
Genetic Laboratory Corporate
Urinalysis Analysis Devices Expenses Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $8,376,637 $2,825,753 $2,097,281 -- $13,299,671
Interest income $11,817 $3,471 $11,271 -- $26,559
Interest expense $2,238 $557,209 -- -- $559,447
Depreciation and amortization $503,455 $764,319 $85,758 $35,036 $1,388,568
Segment profit (loss) $1,433,701 $(1,398,425) $417,547 $(781,845)(1) $(329,022)
Investment in long term assets $310,070 $171,849 $41,491 -- $523,410
</TABLE>
- ----------
(1) Includes unusual legal expenses of $86,588.
The Company ships products from three locations in the United States and
from its subsidiary in the United Kingdom. The following is sales by its United
States and United Kingdom locations for the three and six month periods ended
June 30, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ----------------------------
1998 1999 1998 1999
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales:
United States $ 5,832,635 $ 6,638,089 $11,457,544 $12,678,386
United Kingdom 874,395 727,829 1,842,127 1,309,770
----------- ----------- ----------- -----------
$ 6,707,030 $ 7,365,918 $13,299,671 $13,988,156
=========== =========== =========== ===========
</TABLE>
The following is long-lived assets information by geographic area as of
December 31, 1998 and June 30, 1999:
<TABLE>
<CAPTION>
At December 31, At June 30,
-------------- ------------
1998 1999
-------------- ------------
<S> <C> <C>
Long-lived assets:
United States $7,777,769 $7,211,924
United Kingdom 4,712,374 4,353,806
----------- -----------
$12,490,143 $11,565,730
=========== ===========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
The Company generates revenues from sales of in vitro diagnostic ("IVD")
imaging systems based on its patented and proprietary AIM technology. Following
their initial sale, these systems become part of the "installed base" and
generate follow-on sales of supplies and service necessary for their operation.
The Company also generates revenues from sales of ancillary lines of small
laboratory instruments and supplies.
The Company began selling the PowerGene family of genetic analyzers in
August 1996 after completing the acquisition (the "PSI acquisition") of the
digital imaging business of Perceptive Scientific Instruments, Inc. ("PSI"). The
Company is currently seeking to enhance PSI's revenue stream by adding DNA probe
kits for chromosome analysis to the PowerGene product line and is pursuing this
goal through internal research and development efforts and strategic
transactions with other companies. In December 1997, the Company began
distributing the UF-100 urine cell analyzer in the United States under an
existing agreement with its Japanese manufacturer, Sysmex Corporation (Sysmex).
Sysmex initiated contractual procedures for terminating the exclusive nature of
the IRIS distribution rights to the UF-100 based on allegations of inadequate
performance. The Company disputed these allegations and entered into discussions
about the pricing and marketing of the UF-100. Those discussions did not resolve
the matter. Sysmex then asserted that it has the right to appoint additional
distributors for the UF-100 in North America and recently appointed Sysmex
Corporation of America, its US subsidiary, a distributor. IRIS believes that its
rights, as confirmed previously by the arbitration panel,
13
<PAGE> 14
continue to be exclusive. IRIS plans to continue to distribute and service the
IRIS/Sysmex UF-100 and vigorously disputes any attempt by Sysmex or its
subsidiary to sell, service, or provide supplies for such instruments in North
America. The Company is presently evaluating its alternatives and may take legal
action. The Company cannot presently predict the impact of Symex's actions or
any legal action taken by the Company.
The Company invests significant amounts in research and development for new
products and enhancements to existing products. The following table summarizes
total product technology expenditures for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ------------------------------
1998 1999 1998 1999
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Research and development expense, net $467,000 $359,000 $1,073,000 $794,000
Capitalized software development costs 121,000 103,000 216,000 202,000
Reimbursed costs for research and
development grants and contracts 370,000 137,000 576,000 214,000
------- -------- ---------- ----------
Total product technology expenditures $958,000 $599,000 $1,865,000 $1,210,000
======== ======== ========== ==========
</TABLE>
The Company partially funds its research and development programs through
(i) grants from NASA and the National Institutes of Health, (ii) joint
development programs with strategic partners and (iii) Company-sponsored
research and development entities.
On July 26, 1999, the Company successfully completed a tender offer for the
common stock of Poly UA Systems, Inc. ("Poly UA"), a Company-sponsored research
and development entity. In exchange for the tendered shares and a release of
claims, the Company issued to the tendering stockholders a total of 594,000
shares of its Common Stock, 198,000 shares of a new Series B Callable Preferred
Stock and Series G Warrants to purchase an additional 594,000 shares of the
Common Stock. As a result, Poly UA became a majority-owned subsidiary of the
Company, with the Company owning 77% of the equity of Poly UA and the
non-tendering stockholders retaining 23% of the equity.
The Company made the tender offer primarily to avoid litigation and does
not have any immediate plans to continue the business of Poly UA or to provide
any additional funding to Poly UA. However, the Company may elect to acquire the
remaining equity at a later date through a subsequent transaction such as a
merger. Since the Company views this transaction primarily as a settlement to
avoid litigation, the Company recorded a litigation settlement expense of $1.5
million in the first quarter of 1999 for the tender offer. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Poly
UA Transaction" and "Changes in Securities and Use of Proceeds."
RESULTS OF OPERATIONS
COMPARISON OF QUARTER ENDED JUNE 30, 1999 TO QUARTER ENDED JUNE 30, 1998
Net revenues for the quarter ended June 30, 1999 increased to $7.4 million,
as compared to $6.7 million in the same period last year, an increase of
$659,000 or 10%. Sales of IVD systems increased to $2.8 million from $2.7
million, an increase of $70,000 or 3% from the comparable period last year.
Revenues from sales of The Yellow IRIS family of urinalysis workstations
increased to $1.7 million from $1.5 million, an increase of $191,000 or 13%.
This increase is due to higher domestic sales, partially offset by decreased
sales to international distributors. Revenues from sales of the PowerGene line
of genetic analyzers decreased to $1.1 million from $1.2 million, or a decrease
of $121,000 or 10%. The decrease relates primarily to decreased average selling
prices. Sales of IVD system supplies and services increased to $3.4 million from
$3.0 million, an increase of $438,000 or 15% over the comparable period last
year, primarily due to the larger installed base of The Yellow IRIS IVD imaging
systems and increased prices. Sales of small instruments and supplies increased
to $1.1 million, as compared to $1.0 million in the same period last year, an
increase of $138,000 or 14%.
Revenues from the urinalysis segment totaled $5.0 million in the current
quarter as compared to $4.4 million in the same quarter of last year, an
increase of $623,000 or 14%. This growth is the result of increased system sales
and sales of related system supplies and services to the growing installed base.
Genetic analysis segment revenues decreased to $1.2 million in the current
quarter as compared to $1.4 million in the same quarter last year, for the
reason described above. Revenues from the small laboratory devices segment grew
to $1.1 million in the current quarter, as compared to $1.0 million in the same
period last year, primarily due to increased sales of instruments and
consumables to a larger installed base.
Cost of goods for IVD systems decreased as a percentage of sales of IVD
imaging systems to 62% for the quarter ended June 30, 1999 from 64% for the
comparable period last year. The decrease is primarily due to a lower proportion
of sales of The Yellow IRIS urinalysis workstations having lower margins to an
international distributor and a shift in mix of PowerGene units having a lower
proportion of OEM components. Cost of goods for IVD imaging system supplies and
services as a percentage of sales of such products decreased to 45% for the
current period as compared to 51% for the same period last year. The decrease is
primarily due to increased revenues while related expenses decreased, and a one
time credit received from a vendor for returned materials. Cost of goods for
small instruments and supplies as a
14
<PAGE> 15
percentage of sales of small instruments and supplies totaled 55% for the
current quarter compared to 54% for the comparable period last year. The
increase is primarily due to a change in sales mix. The net result of these
changes was an increased aggregate gross margin of 47% in the current quarter as
compared to 43% in the same quarter last year.
Cost of goods sold as a percentage of revenues from the urinalysis segment
totaled 51% this quarter as compared to 56% in the same quarter of last year.
This decrease results from increased revenues related to urinalysis supplies and
services along with lower associated expenses, the one time credit received from
a vendor for returned materials and higher margins on system sales. Cost of
goods sold as a percentage of revenues from the genetic analysis segment totaled
57% this quarter, as compared to 64% in the same quarter of last year. This
decrease is primarily the result of a change in product mix towards systems
having a lower proportion of OEM components and decreased service related
expenses. Cost of goods for small laboratory devices as a percentage of revenues
totaled 55% in the current period, as compared to 54% in the same quarter of
last year. This decrease is due to sales mix.
Marketing and selling expenses totaled $1.3 million for the quarter ended
June 30, 1999 as compared to $1.2 million for the same period last year, or an
increase of $77,000 or 6%. Decreased marketing and selling expenses related to
the PowerGene genetic analyzers, partially offset increased expenses associated
with The Yellow IRIS urinalysis workstations. As a percentage of net revenues
these expenses totaled 18% in the current quarter and are comparable to last
year.
General and administrative expenses increased to $975,000 for the current
quarter ended June 30, 1999 as compared to $942,000 for the comparable period
last year, an increase of $33,000 or 3%. This increase is primarily due to
higher liability insurance premiums, management incentives and increased
expenses associated with the Office of the Chief Executive, partially offset by
decreased expenses associated with the genetic analysis division. General and
administrative expenses as a percentage of net revenues decreased to 13% in the
current year from 14% in the prior year.
Net research and development expenses decreased to $359,000 for the quarter
ended June 30, 1999 from $467,000, a decrease of $108,000 or 23% from the
comparable period last year. Net research and development expenses decreased as
a percentage of revenues from 7% to 5%. Reimbursements under joint development
programs decreased to $137,000 from $370,000. Total product technology
expenditures, including capitalized software development costs and reimbursed
costs under research and development grants and contracts, decreased to
$599,000 from $958,000, a decrease of $359,000 or 37% as compared to the
comparable period last year. The decline in total product technology
expenditures is due to decreased spending on The Yellow IRIS and PowerGene
families of products.
The results of operations for the quarter ended June 30, 1999 include
unusual legal expenses of $427,000 as compared to $49,000 in the prior year's
quarter. Legal and related expenses associated with the arbitration with DITI
totaled $374,000 in the current period as compared to $49,000 in the prior
period. This increase was due primarily to preparation for and representation at
the arbitration hearing held the week of May 10, 1999. Legal expenses related to
the settlement with Poly U/A totaled $56,000 in the current period as compared
to none last year.
The net result of the above-described changes is an operating income of
$135,000 for the quarter ended June 30, 1999 as compared to an operating loss of
$72,000 for the same quarter last year. Excluding the unusual legal charges,
operating income totaled $562,000 for the current quarter as compared to an
operating loss of $23,000 in the same quarter of the prior year, an improvement
of $585,000.
Interest expense decreased to $262,000 for the quarter ended June 30, 1999
from $288,000 for the comparable period last year due to decreased indebtedness,
partially offset by the effect of increased rates on the credit facility.
For the quarter ended June 30, 1999, urinalysis segment profits increased
to $1.2 million as compared to $685,000 in the same period last year, an
increase of $529,000, or 77%. This increase is largely due to higher revenue and
gross margins. Losses for the genetic analysis segment totaled $609,000 in the
current quarter as compared to losses of $794,000 in the same period last year,
a decreased loss of $185,000 or 23%. The decreased loss is due to lower
operating expenses. Small laboratory devices segment profits totaled $224,000 in
the current quarter as compared to $193,000 in the same period last year, an
increase of $31,000, or 16%. The improvement was primarily caused by the
increased gross margins as described above. Unallocated corporate expenses
totaled $956,000 in the current period as compared to $419,000 in the comparable
period last year, an increase of $537,000. This increase is primarily due to the
higher legal and related expenses associated with the pending DITI arbitration
and the Poly U/A settlement, liability insurance premiums, management incentives
and expenses associated with the Office of the Chief Executive.
The income tax benefit for the quarter ended June 30, 1999 was $7,000, as
compared to an income tax benefit of $124,000 for the comparable period in 1998.
The difference between the effective tax rate and federal statutory rate relates
primarily to state income taxes, unutilized foreign losses and permanent
differences between income reported for financial and income tax purposes.
The above factors contributed to a net loss of $120,000 or $0.02 per
diluted share for the quarter ended June 30, 1999 as compared to a net loss of
$211,000 or $0.03 per diluted share for the quarter ended June 30, 1998.
Excluding unusual legal expenses, the second quarter net income for 1999 would
have totaled $146,000 (or $0.02 per diluted share) as compared to a net loss of
$180,000 (or $0.03 per diluted share) for the same period last year.
15
<PAGE> 16
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 TO SIX MONTHS ENDED JUNE 30,
1998
Net revenues for the six months ended June 30, 1999 increased to $14.0
million from $13.3 million, an increase of $688,000 or 5% over the comparable
period last year. Sales of IVD imaging systems decreased to $4.8 million from
$5.2 million, a decrease of $364,000 or 7% from the comparable period last year.
Revenues from sales of The Yellow IRIS family of urinalysis workstations
increased to $2.8 million, as compared to $2.7 million in the prior year, an
increase of $109,000 or 4%. The increase is due to higher domestic sales
partially offset by lower sales to international distributors. This increase was
offset by lower sales of the PowerGene line of genetic analyzers. Revenues from
PowerGene genetic analyzer sales decreased to $2.1 million, as compared to $2.5
million in the prior year, a decrease of $473,000, or 19%, primarily due to
lower average selling prices. Sales of IVD imaging system supplies and services
increased to $6.8 million from $5.9 million, an increase of $880,000 or 15% over
the comparable period last year, primarily due to the larger installed base of
The Yellow IRIS IVD imaging systems. Sales of small instruments and supplies
increased to $2.3 million from $2.1 million, an increase of $161,000 or 8%.
Revenues from the urinalysis segment totaled $9.4 million in the current
six month period as compared to $8.4 million in the same period of last year, an
increase of $972,000 or 12%. This growth is due to increased sales of The Yellow
IRIS family of workstations and increased sales of related system supplies and
services to the growing installed base. Genetic analysis segment revenues
decreased due to the decline in genetic analyzer revenues described above.
Revenues from small laboratory devices increased to $2.3 million in the current
period, as compared to $2.1 million in the same period last year, an increase of
$161,000. This growth is primarily due to increased sales of instruments and
consumables to a larger installed base.
Cost of goods for IVD systems increased as a percentage of sales of IVD
imaging systems to 60% for the six months ended June 30, 1999 from 59% for the
comparable period last year. The increase is primarily attributable to slightly
lower margins realized on the PowerGene units, partially offset by a decrease in
proportion of sales of The Yellow IRIS urinalysis workstations having lower
margins to international distributors. Cost of goods for IVD imaging system
supplies and services as a percentage of sales of such products decreased to 46%
for the current period as compared to 48% for the same period last year. This
decrease is due to increased revenues while related expenses decreased, and a
one time credit received from a vendor for returned materials. Cost of goods for
small instruments and supplies as a percentage of sales of small instruments and
supplies totaled 54% for the current quarter compared to 56% for the comparable
period last year due to a change in the sales mix. The net result of these
changes was an increase in aggregate gross margin to 48% for the six months
ended June 30, 1999, as compared to 47% in the comparable period last year.
Cost of goods sold as a percentage of revenues from the urinalysis segment
totaled 50% this period, as compared to 53% in the same period last year. This
decrease results from increased urinalysis supplies and services revenues along
with lower associated expenses, a one time credit from a vendor for returned
materials and higher margins on system sales. Cost of goods sold as a percentage
of revenues from the genetic analysis segment totaled 57% this quarter, as
compared to 54% in the same period of last year. This increase is primarily the
result of slightly lower system margins and higher services expenses in the
first quarter. Cost of goods for small instrument devices as a percentage of
revenues totaled 54% in the current period, as compared to 56% in the same
period last year due to a change in sales mix.
Marketing and selling expenses totaled $2.6 million for the six months
ended June 30, 1999, as compared to $2.5 million last year. Decreased marketing
and selling expenses related to the PowerGene genetic analyzers, partially
offset increased expenses associated with The Yellow IRIS urinalysis
workstation. Marketing and selling expenses as a percentage of net revenues
amounted to 19% in both periods.
General and administrative expenses increased to $1.9 million for the six
months ended June 30, 1999 from $1.8 million, an increase of $137,000 or 8% from
the comparable period last year. This increase is primarily due to higher
liability insurance and management incentives and increased expenses associated
with the Office of the Chief Executive, partially offset by decreased expenses
associated with the genetic analyzer division. General and administrative
expenses as a percentage of net revenues totaled 14% in the current period as
compared to 13% in the same period last year.
Net research and development expenses decreased to $794,000 for the six
months ended June 30, 1999, as compared to $1.1 million in the same period last
year. Net research and development expenses decreased as a percentage of
revenues from 8% to 6%. Reimbursements under joint development programs
decreased to $214,000 from $576,000. Total product technology expenditures,
including capitalized software development costs and reimbursed costs under
research and development grants and contracts, decreased to $1.2 million from
$1.9 million, a decrease of $655,000 or 35% as compared to the comparable period
last year. The decline in total product technology expenditures is due to
decreased spending on The Yellow IRIS and PowerGene families of products.
The results of operations for the six months ended June 30, 1999 include
litigation settlement and other unusual legal expenses of $2.0 million as
compared to $87,000 in the prior year. The increase primarily relates to the
settlement with Poly U/A which totaled $1.6 million. Legal and related expenses
relating to the pending arbitration with DITI totaled $450,000 in the current
period as compared to $87,000 in the prior period.
16
<PAGE> 17
The net result of the above described changes is an operating loss of $1.2
million for the six months ended June 30, 1999 as compared to an operating
income of $218,000 in the same period last year. Excluding the charges for the
Poly U/A transaction and other unusual legal expenses, operating income totaled
$862,000 for the first six months of 1999 as compared to $305,000 for the same
period last year, a marked improvement.
Interest expense decreased to $544,000 for the six months ended June 30,
1999 from $559,000 for the comparable period last year due to reduced
indebtedness, partially offset by the effect of increased interest rates on the
credit facility.
For the six months ended June 30, 1999, urinalysis segment profits
increased to $2.2 million as compared to $1.4 million in the same period last
year, an increase of $794,000 or 55%. This increase is largely attributable to
increased sales of related supplies and service described above, and lower
operating expenses. Losses for the genetic analysis segment totaled $1.4 million
in the current period and the same period last year. Segment profits from the
small laboratory devices segment totaled $477,000 in the current period as
compared to $418,000 last year. The increase results from the segment's higher
revenues described above. Unallocated corporate expenses totaled $3.0 million in
the current period as compared to $782,000 last year, an increase of $2.3
million. The increase is due primarily to the pending settlement with Poly U/A,
as well as higher liability and management incentives, expenses associated with
the Office of the Chief Executive and increased legal and related expenses
associated with the pending DITI arbitration.
The income tax benefit for the six months ended June 30, 1999 totaled
$300,000, as compared to an income tax benefit of $122,000 for the comparable
period in 1998.
The above factors contributed to a net loss of $1.4 million or $.22 per
share for the six months ended June 30, 1999 as compared to a net loss of
$207,000 or $0.03 per share for the six months ended June 30, 1998. Excluding
the Poly U/A litigation settlement expenses and other unusual expenses, net of
related tax benefits, the Company would have had net income of $47,000 or $0.00
per diluted share in the current period and a net loss of $152,000, or $0.02 per
share in the prior period.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased to $1.2 million at June 30, 1999 from
$389,000 at December 31, 1998. The increase is due to the cash provided by
operations in excess of amounts used by investing and financing activities. Cash
provided by operations for the six months ended June 30, 1999 increased to $1.5
million from $1.1 million for the comparable period last year. This increase is
primarily due to decreases in accounts receivable and inventories, partially
offset by a pay down of accounts payable.
Cash used by investing activities totaled $171,000 for the six months ended
June 30, 1999, as compared to $523,000 in the prior year. The decrease is
primarily due to the decline in expenditures for property and equipment, offset
by the proceeds from the sale of The Yellow IRIS urinalysis workstations subject
to an operating lease.
The credit facility with Foothill Capital Corporation, a Wells Fargo
Company, consists of a $3.6 million term loan and a $4.0 million revolving line
of credit. Borrowings under the line of credit are limited to a percentage of
eligible accounts receivable and are subject to a combined limit of $7.0 million
for the total credit facility. The term loan bears interest at the lender's
prime rate (7.75% on June 30, 1999) plus 3.0% and is payable in 36 equal monthly
installments. The revolving line of credit bears interest at the lender's prime
rate plus 1.0%. The credit facility is subject to minimum interest charges,
prepayment penalties and customary fees, is collateralized by a first priority
lien on all the assets of the Company and matures in 2001. It also contains
financial covenants based primarily on tangible net worth and cash flow and
imposes restrictions on acquisitions, capital expenditures and cash dividends.
Net cash used by financing activities totaled $503,000 and consisted
primarily of principal payments made on the term loan described above and notes
payable due to a former strategic partner (discussed below), partially offset by
net proceeds from borrowings on the revolving line of credit. As of June 30,
1999, the Company had $2.3 million outstanding under the term loan and $727,000
outstanding under the revolving line of credit. The Company has $600,000
available under the revolving credit line for future borrowings.
As of June 30, 1999, the Company also had outstanding notes payable in the
aggregate amount of $242,000 from the repurchase of common stock and warrants
from a former strategic partner in 1996. The notes bear interest at the rate of
8.0%, and principal is due in bi-monthly installments of $100,000.
The Company has reduced its outstanding debt by $544,000 in the first six
months of 1999 and has scheduled principal payments totaling $1.4 million during
the next twelve months.
The Company believes that its current cash on hand, together with cash
generated from operations and cash available under the credit facility, will be
sufficient to fund normal operations and pay principal and interest on
outstanding debt obligations for the next twelve months. The Company would like
to pursue equity financing to reduce indebtedness and to fund its long-term
business strategy. However, the Company has postponed these efforts due to the
decline in its stock price.
17
<PAGE> 18
The FDA cleared The White IRIS leukocyte differential analyzer in May 1996,
but its commercial release was subsequently delayed by other priorities such as
the introductions of the Model 900 UDx urine pathology system and the UF-100
urine cell analyzer. The Company has elected not to launch The White IRIS at
this time due to limited resources and the potential impact of product launch
costs on profitability. The Company is still exploring strategic alternatives
for The White IRIS program and therefore cannot reasonably estimate any impact
on the recoverability of the capitalized costs associated with the product line,
principally capitalized software and inventory. If the Company is unable to
develop a viable strategic alternative for the program and as a result abandons
the product line, it would incur a charge against future earnings of up to $1.2
million for the related amounts capitalized.
The Company has outstanding 3,000 shares of Series A Convertible Preferred
Stock ("Series A Preferred Stock"). Each share of Series A Preferred Stock is
convertible into a number of shares of common stock equal to (i) its $1,000
liquidation value divided by (ii) a variable conversion price. The conversion
price equals the lower of (a) $3.56 per share or (b) 85% of the average closing
bid price of the common stock for the five consecutive trading days preceding
the conversion (but in no event less than $1.50). Based on the average closing
price of $1.10 for the five-day period ending June 30, 1999, the conversion
price would be the $1.50 minimum, and the Series A Preferred Stock would convert
into 2,000,000 shares of common stock. Any unconverted shares of Series A
Preferred Stock will automatically be converted into Common Stock on December
31, 1999. The Series A Preferred Stock is non-voting, is not entitled to any
preferred dividends and is not subject to any mandatory or optional redemption
provisions. The Company may not pay cash dividends on the common stock or
repurchase any shares of its common stock without the written consent of the
holder of the Series A Preferred Stock.
Subsequent to June 30, 1999 the Company issued 198,000 shares of Series B
Callable Preferred Stock. See "--Poly UA Transaction."
NET OPERATION LOSS CARRYFORWARDS
At June 30, 1999, the Company had federal net operating loss carryforwards
of approximately $18.5 million. If substantially all of the Company's
outstanding options and warrants, including the warrants issued in the Poly UA
transaction, are exercised on or before December 31, 1999, these transactions in
combination with other prior stock issuances during the past three years would
constitute a "change of ownership" under Section 382 of the Internal Revenue
Code. The Company notes that most of the 2.08 million warrants are currently
out-of-the money with exercise prices ranging from $1.00 to $7.80 per share.
Section 382 imposes an annual limitation on the utilization of net operating
loss carryforwards based on a statutory rate of return (usually the applicable
federal rate) and the value of the corporation at the time of the change of
ownership. Depending on the market price of the Company's common stock at the
time a change of ownership occurs, the resulting limitations imposed by Section
382 could trigger a substantial write down in the Company's deferred tax assets
and a corresponding charge to earnings in the relevant quarter.
POLY UA TRANSACTION
In September 1995, the Company and Poly U/A, a Company-sponsored research
and development entity, entered into a joint development project for the
development of several new products to enhance automated urinalysis using the
Company's technology. Poly UA funded most of the cost of the project with the
net proceeds from a 1995 private placement of units, each unit consisting of
shares of Poly UA common stock and warrants to purchase common stock of the
Company. The project ultimately yielded, among other things, certain new
technology for improving automated analysis of various compositions in urine.
Under the terms of the project, the Company had the right without further
payment to use this technology for enhancing The Yellow IRIS family of
urinalysis workstations, but the Company was required to purchase Poly UA to use
the new technology in stand-alone devices.
The Company had an option until November 29, 1998 to acquire all of the
common stock of Poly UA for an aggregate price of $5.1 million, payable in cash
or shares of the Company's common stock. The Company ultimately decided not to
exercise its option and instead entered into discussions to acquire Poly UA at a
price below the option price. Subsequently, certain shareholders of Poly UA
threatened in writing to file a lawsuit if the Company failed to purchase Poly
UA for an amount substantially equal to the $5.1 million option price. Primarily
to avoid litigation which, regardless of its merits, could adversely affect the
Company's ability to negotiate strategic transactions, the Company entered into
a letter of intent on April 28, 1999 with Poly UA to settle the matter for a
package of Company securities with an estimated value of up to $1.5 million. The
Company recorded this amount as litigation settlement expense in the first
quarter of 1999.
In order to implement the terms of the settlement, the Company commenced a
tender offer on June 8, 1999 for all 256,000 outstanding shares of Poly UA
common stock. The Company offered to pay for each share of Poly UA common stock
(and a signed release of claims from the tendering stockholder) a package of the
Company's securities consisting of the following: (a) 3 shares of the Company's
Common Stock, (b) 1 share of a new series of callable preferred stock and (c) a
three-year warrant to purchase 3 shares of the Company's common stock. The
Company successfully completed the tender offer on July 26, 1999 and accepted
198,000 shares of Poly UA common stock (or 77% of the total outstanding) from
94% of all the Poly UA investors. The Company subsequently issued to the
tendering stockholders a total of
18
<PAGE> 19
594,000 shares of Common Stock, 198,000 shares of a new Series B Callable
Preferred Stock and Series G Warrants to purchase an additional 594,000 shares
of the Common Stock.
The Series B Callable Preferred Stock has a liquidation preference of $3
per share (or an aggregate liquidation preference of $594,000). The "callable"
feature of the Series B Callable Preferred Stock entitles the Company to convert
the preferred stock at any time into a number shares of Common Stock equal to
the liquidation value divided by the market price of the common stock at the
time of conversion (subject to a minimum value of $2.00 per share of Common
stock). The preferred stock will automatically convert under the same formula on
August 3, 2002 if not converted sooner by the Company. Based on the average
closing price of $1.10 for the five-day period ending June 30, 1999, the call
price would be the $2.00 minimum, and the Company could convert the Series B
Preferred Stock into 297,000 shares of common stock. The Series B Callable
Preferred Stock is non-voting, is not entitled to any preferred dividends and is
not subject to any mandatory or optional redemption provisions. The Company may
not pay cash dividends on the Common Stock or repurchase any shares of the
Common Stock without the written consent of the holders of a majority of the
Series B Callable Preferred Stock.
The Series G Warrants entitle the holders to purchase up to 594,000 shares
of Common Stock, half at $1.00 per share and the other half at $2.00 per share.
The warrants expire on August 6, 2001. The Company also has the right to redeem
any unexercised portion of the Series G Warrants for a nominal amount of cash
any time after the 30-day average closing price of the Common Stock exceeds 200%
of the warrant exercise price.
Poly UA is now a majority-owned subsidiary of the Company. The Company made
the tender offer primarily to avoid litigation and does not have any immediate
plans to continue the business of Poly UA or to provide any additional funding
to Poly UA. However, the Company may elect to acquire the remaining equity at a
later date through a subsequent transaction such as a merger.
The Company conducted the tender offer as a private placement in reliance
on Regulation D. However, the Company is preparing a Form S-3 Registration
Statement to permit public resales of the shares of common stock issued to the
tendering Poly UA stockholders as well as any shares of common stock
subsequently issued to them upon conversion of the Series B Callable Preferred
Stock and exercise of the Series G Warrants. See "Changes in Securities and Use
of Proceeds."
YEAR 2000 PROBLEM
The Year 2000 ("Y2K") problem arose because many existing computer programs
use only the last two digits to recognize a year. Therefore, when the year 2000
arrives, these programs may not properly recognize a year beginning with "2000"
instead of the familiar "1900". The Y2K problem may result in the improper
processing of dates and date-sensitive calculations by computers and other
microprocessor-controlled equipment as the year 2000 is approached and reached.
State of Readiness
The Company has divided its review of Y2K problems into three major areas:
(1) internal systems, (2) Company products, including components supplied by
outside vendors, and (3) potential Y2K problems associated with outside vendors.
The Company has focused most of its Y2K efforts on internal systems because
it believes this area could be its primary source of Y2K problems. The Company's
internal computer systems are the foundation for its business operations and
include such critical functions as order entry, shipping, purchasing, inventory
control, manufacturing, accounts receivable, accounts payable and the general
ledger. The Company completed a review of these critical systems and determined
that they were not Y2K compliant. These systems are supported by third parties
that had certified software updates available. The Company has purchased and
installed these updates. Although the vendors have certified the updates as Y2K
compliant, the Company plans to test the updates on its systems by August 31,
1999. The Company is also in the process of reviewing other equipment that
contains date-sensitive information. The Company completed its review of all
other internal systems and did not uncover a risk of a material adverse effect
on its operations from Y2K problems in this area.
The Company has reviewed its products and has determined that the IVD
imaging systems produced by the urinalysis and genetics segments have date
sensitive fields or components that have date sensitive fields. Based on
completed verification and validation testing and, if applicable, certificates
received from third party vendors, the Company has concluded that all the
genetic segment IVD imaging systems, the unattended urinalysis IVD imaging
system (the Model 900 UDx urinalysis workstation) and the UF-100 urine cell
analyzer are Y2K compliant. The Company has also determined that there are no
date sensitive fields contained in the products of the small instruments
segment. The Company has determined that the unattended IVD imaging systems
produced by the urinalysis segment (Models Bravo, 250, 300, 450 and 500
urinalysis workstations) have date sensitive fields. The Company has completed
work on the software updates to make these products Y2K compliant including
verification and validation of these software updates. The Company began
distributing these software updates in April 1999. A customer's system will not
be Y2K compliant until the customer installs
19
<PAGE> 20
the software according to the directions provided with the updates. Customers
who elect not to install the upgrade themselves or who require hardware
upgrades, in addition to the software update, must arrange for a field service
by an IRIS field service engineer. No upgrade is being offered for the IRIScribe
Interface Computer and customers have been advised to disconnect their IRIScribe
from the workstation prior to December 31, 1999.
The Company has completed a review of outside vendor's products that
interface with the Company's and has determined that the Company's products need
no further modification to interface with the products of these vendors. The
Company is also in the process of identifying any potential Y2K problems from
other outside vendors whose systems interface with the Company's internal
systems. The Company expects to complete this review by September 30, 1999.
Based on a preliminary review of the Y2K problem associated with outside
vendors, the Company does not expect this issue to have a material adverse
effect on its operations. However, since third-party Y2K compliance is not
within the Company's control, the Company cannot assure stockholders that Y2K
problems affecting the systems of other companies on which the Company's systems
rely will not have a material adverse effect on the Company's operations.
Costs to Address the Y2K Issue
Costs to address the Y2K problem include hardware, software, and
implementation costs paid to outside consultants are estimated at $175,000. To
date, the Company has incurred approximately $165,000, the majority of which has
been expensed. The Company estimates that the cost to complete its Y2K work at
less than $10,000 to complete installation of Y2K software upgrades on its
customers IVD imaging systems.
Risks Presented by the Year 2000 Issue
To date, the Company has not identified any Y2K problem that it believes
could materially adversely affect the Company or for which a suitable solution
cannot be timely implemented. However, as the review of its interfaces with
other outside vendors progresses and the verification and validation of changes
made to the urinalysis segment's unattended IVD imaging systems is completed, it
is possible that Y2K problems may be identified that could result in a material
adverse effect on its operations. Also, the Company's credit facility with
Foothill Capital Corporation requires that it be Y2K compliant by October 1,
1999. If the Company is unable to complete this work by that time, the Company
would have to seek a waiver or extension of this requirement.
The Company cannot control Y2K planning and compliance by its customers and
cannot predict the extent to which the Y2K problem will affect them in their
business dealings with the Company. If customers are not adequately prepared for
the Y2K problem, the subsequent crisis could temporarily divert their financial
and management resources away from normal capital planning and temporarily
depress sales of high-priced instruments such as The Yellow IRIS urinalysis
workstations and the PowerGene genetic analyzers. This could have a material
adverse effect on the Company's revenues and profits. The Y2K problem may also
have a material adverse effect on the Company's cash flow if customer payments
are delayed significantly due to Y2K problems in its customers' accounting
departments.
Contingency Plans
Although the Company has not formulated a contingency plan to date, the
Company intends to continue to assess its Y2K risks to determine whether it
needs to do so. The Company will develop a contingency plan if its
implementation of internal systems, ongoing review of other outside vendors or
verification and validation of the urinalysis segment unattended IVD imaging
systems identify a Y2K problem that poses a significant risk to its business
operations.
INFLATION
THE COMPANY does not foresee any material impact on its operations from
inflation.
FORWARD-LOOKING STATEMENTS
The foregoing discussion contains various forward-looking statements that
reflect the Company's current views with respect to future events and financial
results and are subject to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are
not limited to, the Company's views with respect to future financial results,
capital requirements, market growth, new product introductions and the like, and
are generally identified by phrases such as "anticipates," "believes,"
"estimates," "expects," "intends," "plans" and words of similar import. The
Company reminds stockholders that forward-looking statements are merely
predictions and therefore inherently subject to uncertainties and other factors
which could cause the actual results to differ materially from the
forward-looking statement. The Company refers interested persons to its 1998
Annual Report on Form 10-K and its other SEC filings for a description of some
of the uncertainties and factors that may affect forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There was no material change in the Company's exposure to market risk on
June 30, 1999 as compared to the its market risk exposure on December 31, 1998.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations Market Risk" in the Company's 1998 Annual Report on Form 10-K.
20
<PAGE> 21
PART 2 -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In July 1996, the Company acquired PSI from Digital Imaging Technologies,
Inc. ("DITI"). As part of the purchase price, the Company issued to DITI a
five-year warrant to purchase 875,000 shares of common stock at $8.00 per share.
In August 1997, the Company filed a demand for arbitration against DITI with the
American Arbitration Association. The Company's demand for arbitration alleges
material breaches of the representations, warranties and covenants in the
purchase agreement governing the PSI acquisition. DITI subsequently filed a
counterclaim in the arbitration proceeding alleging that the Company
misrepresented or omitted to disclose material facts in connection with the PSI
acquisition. DITI had previously requested a reduction in the exercise price of
the warrant but elected to seek unspecified monetary damages in the
counterclaim. The Company unilaterally reduced the warrant exercise price to
$3.56 per share. The arbitration hearing was held the week of May 10, 1999. The
Company has completed the process of filing and responding to post arbitration
briefs and expects a decision in the third quarter of 1999. Although the Company
does not presently anticipate any material adverse effect as a result of this
arbitration proceeding, there can be no assurance that it will not have such an
effect on the Company or result in additional dilution to holders of the common
stock.
The Company is involved in routine litigation arising in the ordinary
course of its business, and, while the results of such proceedings cannot be
predicted with certainty, the Company believes they will not have a material
adverse effect on the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On July 26, 1999, the Company successfully completed a tender offer for the
common stock of Poly UA. In exchange for the tendered shares and a release of
claims, the Company issued to the tendering stockholders a total of 594,000
shares of its Common Stock, 198,000 shares of a new Series B Callable Preferred
Stock and Series G Warrants to purchase an additional 594,000 shares of the
Common Stock. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Overview" and "--Poly UA Transaction."
The Company made the tender offer through a written Offer to Purchase dated
June 8, 1999. The Offer to Purchase was accompanied by copies of the Company's
1998 Annual Report (Form 10-K), 1999 Proxy Statement, Quarterly Report (Form
10-Q) for the first quarter of 1999 and Current Report (Form 8-K) dated May 7,
1999. The Company also obtained written investor representations from tendering
Poly UA stockholders regarding their status as "accredited investors" under
Regulation D and confirming their intent to acquire the securities for their own
account and not with a view to resale or distribution in violation of the
Securities Act of 1933. The Company did not engage in general solicitation or
advertising, and the securities issued in the transaction bear appropriate
restrictive legends concerning the registration requirements of the Securities
Act of 1933. The Company also filed a Form D with the Securities and Exchange
Commission. The Company believes the tender offer was exempt from the
registration requirements of the Securities Act of 1933 based on Regulation D
and Section 4(2) of the Act.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on June 10, 1999. At
the meeting, the Company's stockholders voted on the following matters:
1. Election of the Class 3 Directors. The stockholders re-elected Dr. Fred H.
Deindoerfer and Dr. Thomas F. Kelley as Class 3 Directors. The voting
results were 4,679,174 votes for and 140,635 withheld.
2. Ratification of Appointment of Independent Auditors. The stockholders
ratified the reappointment of the accounting firm of PricewaterhouseCoopers
LLP as independent auditors for the Company for 1999. The voting results
were 4,747,988 votes for, 20,334 against and 51,487 abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
No. Description
3.1(a) -- Certificate of Incorporation, as amended(1)
3.1(b) -- Certificate of Designations of Series A Convertible Preferred
Stock(2)
3.1(c) -- Certificate of Designations of Series B Callable Preferred
Stock
3.2 -- Restated Bylaws(3)
4.1 -- Specimen of Common Stock Certificate(4)
4.2 -- Certificate of Designations of Series A Convertible Preferred
Stock(2)
4.3 -- Certificate of Designations of Series B Callable Preferred
Stock (see Exhibit 3.1(c))
21
<PAGE> 22
27.1 -- Financial Data Schedule
- ----------
Exhibits followed by a number in parenthesis are incorporated by reference
to the similarly numbered Company document cited below:
(1) Current Report on Form 8-K dated August 13, 1987 and its Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993.
(2) Current Report on Form 8-K dated January 15, 1997.
(3) Quarterly Report on Form 10-Q for the quarter ended September 30, 1994.
(4) Registration Statement on Form S-3, as filed with the Securities and
Exchange Commission on March 27, 1996 (File No. 333-002001).
(b) Reports on Form 8-K
During the quarter ended June 30, 1999, the Company filed a current report
on Form 8-K dated May 7, 1999 to voluntarily report the signing of a letter of
intent for the transaction with Poly UA. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Poly UA Transaction."
SIGNATURE
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, in Chatsworth, California, on August 16,
1999.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
By: /s/ Martin S. McDermut
--------------------------------------
Martin S. McDermut, Vice President,
Finance & Administration and
Chief Financial Officer
22
<PAGE> 1
EXHIBIT 3.1(c)
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CERTIFICATE OF DESIGNATIONS OF SERIES B CALLABLE PREFERRED STOCK
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CERTIFICATE OF DESIGNATIONS
OF
SERIES B CALLABLE PREFERRED STOCK
(Pursuant to Section 151 of the General Corporation Law
of the State of Delaware)
International Remote Imaging Systems, Inc., a Delaware corporation (the
"Corporation"), in accordance with the provisions of Section 103 of the General
Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY CERTIFY:
That pursuant to authority vested in the Board of Directors of the
Corporation by the Certificate of Incorporation of the Corporation, the Board of
Directors of the Corporation, at a meeting held on June 11, 1999, adopted a
resolution providing for the creation of a series of the Corporation's Preferred
Stock, $.01 par value, which series is designated "Series B Callable Preferred
Stock", which resolution is as follows:
RESOLVED, that pursuant to authority vested in the Board of Directors of
the Corporation by the Certificate of Incorporation, the Board of Directors does
hereby provide for the creation of a series of the Preferred Stock, $.01 par
value (hereafter called the "Preferred Stock"), of the Corporation, and to the
extent that the voting powers and the designations, preferences and relative,
participating, optional or other special rights thereof and the qualifications,
limitations or restrictions of such rights have not been set forth in the
Certificate of Incorporation, as amended, of the Corporation, does hereby fix
the same as follows:
SERIES B CALLABLE PREFERRED STOCK
SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series B Callable Preferred Stock" (the "Series B Preferred
Stock"), and the number of shares constituting the Series B Preferred Stock
shall be 256,000, and shall not be subject to increase.
SECTION 2. STATED CAPITAL. The amount to be represented in stated capital
at all times for each share of Series B Preferred Stock shall be $3.00.
SECTION 3. RANK. All Series B Preferred Stock shall rank (i) senior to the
Common Stock, $.01 par value (the "Common Stock"), of the Corporation, now or
hereafter issued, as to payment or distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
(ii) junior to the outstanding shares of Series A Convertible Preferred Stock,
$.01 par value (the "Series A Preferred Stock"), and (iii) on a parity with or
senior to any additional series of Preferred Stock which the Board of Directors
or the stockholders may from time to time authorize, as to distributions of
assets upon liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary.
SECTION 4. DIVIDENDS AND DISTRIBUTIONS.
(a) The holders of shares of Series B Preferred Stock shall not be
entitled to receive any dividends, except as otherwise provided herein.
(b) Unless the Corporation shall have first obtained the written consent
of the holders of a majority of the Series B Preferred Stock at the time
outstanding, so long as any shares of Series B Preferred Stock are outstanding,
the Corporation shall not pay or declare and set apart for such payment any
dividend or distribution on shares of Common Stock or Junior Stock (as defined
herein) (other than (1) dividends on shares of Common Stock solely in the form
of additional shares of Common Stock or (2) dividends on Junior Stock solely in
the form of shares of Common Stock or additional shares of Junior Stock) or
recapitalize the shares of Common Stock into other securities or property or
change the par value thereof.
(c) Unless the Corporation shall have first obtained the written consent
of the holders of a majority of the Series B Preferred Stock at the time
outstanding, so long as any shares of Series B Preferred Stock are outstanding,
<PAGE> 2
neither the Corporation nor any subsidiary of the Corporation shall redeem,
repurchase or otherwise acquire in any one transaction or series of related
transactions any shares of Common Stock or Junior Stock if the aggregate
purchase price or cost of the shares so repurchased, redeemed or otherwise
acquired since the initial issuance of shares of Series B Preferred Stock (such
date of initial issuance being referred to herein as the "Issuance Date")
exceeds $100,000; provided, however, that this limitation shall not apply to the
exercise of contractual repurchase rights to repurchase (at prices below then
fair market value) shares of Common Stock previously sold to employees pursuant
to the Corporation's Key Employee Stock Purchase Plan or other employee stock
purchase or option plan adopted by the Board of Directors and approved by the
Corporation's stockholders.
(d) Unless the Corporation shall have first obtained the written consent
of the holders of a majority of the Series B Preferred Stock at the time
outstanding, so long as any shares of Series B Preferred Stock are outstanding,
neither the Corporation nor any subsidiary of the Corporation shall make any
tender offer or exchange offer (a "Tender Offer") for outstanding shares of
Common Stock.
SECTION 5. LIQUIDATION PREFERENCE. In the event of a liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series B Preferred Stock shall be entitled to receive out of the
assets of the Corporation an amount per share of Series B Preferred Stock equal
to $3.00 (collectively, the "Liquidation Preference"), and no more, before any
payment shall be made or any assets distributed to the holders of Common Stock
or any other class or series of the Corporation's capital stock junior as to
liquidation or dividend rights to the Series B Preferred Stock (collectively,
the "Junior Stock"); provided, however, that such rights shall accrue to the
holders of Series B Preferred Stock only in the event that the Corporation's
payments with respect to the liquidation preference of the holders of capital
stock of the Corporation ranking senior as to liquidation rights to the Series B
Preferred Stock (the "Senior Liquidation Stock") are fully met. After the
liquidation preferences of the Senior Liquidation Stock are fully met, the
entire assets of the Corporation available for distribution shall be distributed
ratably among the holders of the Series B Preferred Stock and any other class or
series of the Corporation's capital stock having parity as to liquidation rights
with the Series B Preferred Stock (the "Parity Liquidation Stock") in proportion
to the respective preferential amounts to which each is entitled (but only to
the extent of such preferential amounts). After payment in full of the
liquidation price of the shares of the Series B Preferred Stock and the Parity
Liquidation Stock, the holders of such shares shall not be entitled to any
further participation in any distribution of assets by the Corporation.
SECTION 6. NO MANDATORY REDEMPTION. The shares of Series B Preferred Stock
shall not be subject to mandatory redemption by the Corporation.
SECTION 7. NO SINKING FUND. The shares of Series B Preferred Stock shall
not be subject to the operation of a purchase, retirement or sinking fund.
SECTION 8. NO OPTIONAL CASH REDEMPTION. The shares of Series B Preferred
Stock shall not be subject to redemption for cash at the option of the
Corporation.
SECTION 9. RIGHT OF CORPORATION TO CALL OUTSTANDING SHARES.
(a) CALL OPTION OF CORPORATION. The Corporation may at any time call for
conversion all (but not part) of the outstanding shares of Series B Preferred
Stock and convert them into fully paid and nonassessable shares of Common Stock
as hereinafter provided. The Company may convert each outstanding share of
Series B Preferred Stock into such number of fully paid and nonassessable shares
of Common Stock (calculated as to each conversion to the nearest 1/100th of a
share) determined by dividing (x) the Conversion Amount by (y) the arithmetic
average of the Closing Price of the Common Stock on the five consecutive trading
days ending three trading days before the Conversion Date (but in no event less
than $2.00 per share) (subject to equitable adjustments for stock splits, stock
dividends, combinations, recapitalizations, reclassifications and similar events
occurring on or after the date of filing of this Certificate of Designations
with the Secretary of State of the State of Delaware) (the "Conversion Price").
The "Conversion Rate" shall be equal to the Conversion Amount divided by the
Conversion Price, and the Conversion Price shall be equal to the Conversion
Amount divided by the Conversion Rate.
(b) MANNER OF EXERCISE. If the Corporation elects to exercise its call
option, it shall mail a written notice to each holder of record of the Series B
Preferred Stock by first class mail, postage prepaid, to the last address
indicated on the books of the Corporation. Any notice mailed in this manner
shall be conclusively presumed to have been duly given whether or not actually
received. The notice of call shall specify the Conversion Price, the date fixed
the exchange of certificates (such date to be not less than ten (10) nor more
than sixty (60) days after the date of such notice) and (iii) instructions for
the exchange of stock certificates. Promptly, but in no event later than ten
(10) business days after delivery of a call notice, each holder shall surrender
for such purpose to the Corporation or its agent certificates representing
shares which have been called, duly endorsed in blank or accompanied by proper
instruments of transfer if required. The Corporation shall pay any tax arising
in connection with any conversion of shares of Series B Preferred Stock except
that
<PAGE> 3
the Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery upon
conversion of shares of Common Stock or other securities or property in a name
other than that of the holder of the shares of the Series B Preferred Stock
being converted, and the Corporation shall not be required to issue or deliver
any such shares or other securities or property unless and until the person or
persons requesting the issuance thereof shall have paid to the Corporation the
amount of any such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.
(c) CERTAIN DEFINITIONS. As used herein, the following terms shall have
the meanings set forth below:
"Closing Price" of any security on any date shall mean the closing price of
such security on such date on the principal securities exchange or market on
which such security is traded.
"Conversion Amount" shall mean an amount equal to Three Dollars ($3.00).
"Conversion Date" shall mean the date on which the notice of call is given
by the Corporation.
(d) OTHER PROVISIONS. Notwithstanding anything in this Section 9, no
change in the Conversion Amount shall be made that would result in a Conversion
Price of less than the par value of the Common Stock.
The Corporation (and any successor corporation) shall take all action
necessary so that a number of shares of the authorized but unissued Common Stock
(or common stock in the case of any successor corporation) sufficient to provide
for the conversion of the Series B Preferred Stock outstanding upon the basis
hereinbefore provided is at all times reserved by the Corporation (or any
successor corporation), free from preemptive rights, for such conversion,
subject to the provisions of the next succeeding paragraph. If the Corporation
shall issue any securities or make any change in its capital structure which
would change the number of shares of Common Stock into which each share of the
Series B Preferred Stock shall be convertible as herein provided, the
Corporation shall at the same time also make proper provision so that thereafter
there shall be a sufficient number of shares of Common Stock authorized and
reserved, free from preemptive rights, for conversion of the outstanding Series
B Preferred Stock on the new basis. If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all of the outstanding shares of Series B Preferred Stock, the Corporation
promptly shall seek such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose.
In case of any consolidation with, or merger of the Corporation into, any
other entity, or any merger of another entity into the Corporation (other than a
merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Corporation), or in
case of any sale or transfer of all or a majority of the assets of the
Corporation, or in the case of any share exchange pursuant to which all of the
outstanding shares of Common Stock are converted into other securities or
property, the Corporation shall make appropriate provision or cause appropriate
provision to be made so that each holder of shares of Series B Preferred Stock
then outstanding shall have the right thereafter to convert such shares of
Series B Preferred Stock into the kind and amount of shares of stock and other
securities and property receivable upon such consolidation, merger, sale,
transfer or share exchange by a holder of the number of shares of Common Stock
into which such shares of Series B Preferred Stock could have been converted
immediately prior to the effective date of such consolidation, merger, sale,
transfer or share exchange. In such event, the Conversion Price shall be the
lowest of (a) the amount determined pursuant to Section 9(a), (b) the average
Closing Price of the Common Stock for the five trading days ending on the tenth
trading day preceding the first public announcement of the pricing terms of the
consolidation, merger or other transaction or (c) the average Closing Price of
the Common Stock for the five trading days ending on the tenth trading day prior
to the first public announcement, if any, that the Corporation was considering a
sale or other disposition of its business or was engaged in acquisition
discussions or had received an acquisition offer. In the event of a Tender
Offer, the Conversion Price shall be the lowest of (i) the amount determined
pursuant Section 9(a), (ii) the average Closing Price of the Common Stock for
the five trading days ending on the tenth trading day preceding the first public
announcement of the pricing terms of the Tender Offer or (iii) the average
Closing Price of the Common Stock for the five trading days ending on the tenth
trading day prior to the first public announcement, if any, that the Corporation
was considering a sale or other disposition of its business or was engaged in
acquisition discussions or had received an acquisition offer; in such event, the
holders of the Series B Preferred Stock shall be entitled to convert such shares
into Common Stock on the condition that such shares of Common Stock are
purchased in the Tender Offer. If, in connection with any such consolidation,
merger, sale, transfer, or share exchange, each holder of shares of Common Stock
is entitled to elect to receive either securities, cash, or other assets upon
completion of such transaction, the Corporation shall provide or cause to be
provided to each holder of Series B Preferred Stock an equivalent right on the
same terms and subject to the same conditions applicable to holders of Common
Stock (including, without limitation, notice of the right to elect, limitations
on the period in which such election shall be made, and the effect of failing to
exercise the election). The Corporation shall not effect any such transaction
unless the
<PAGE> 4
provisions of this paragraph have been complied with. The above provisions shall
similarly apply to successive consolidations, mergers, sales, transfers, share
exchanges or Tender Offers.
No fractional shares of Common Stock shall be issued upon conversion of
Series B Preferred Stock but, in lieu of any fraction of a share of Common Stock
which would otherwise be issuable in respect of the aggregate number of such
shares surrendered for conversion at one time by the same holder, the
Corporation at its option (a) may pay in cash an amount equal to the product of
(i) the arithmetic average of the Closing Price of a share of Common Stock on
the five consecutive trading days ending three trading days prior to the
Conversion Date and (ii) such fraction of a share or (b) may issue an additional
share of Common Stock.
In case the Corporation shall issue rights or warrants on a pro rata basis
to all holders of the Common Stock entitling such holders to subscribe for or
purchase Common Stock or other securities, or if the Corporation shall, by
dividend or otherwise, distribute to all holders of its Common Stock evidences
of its indebtedness or assets, the holders of Series B Preferred Stock shall be
entitled to participate in the transaction or distribution on a basis and with
notice that the Board of Directors determines to be fair to the holders of the
Series B Preferred Stock and appropriate in light of the basis on which holders
of the Common Stock are to participate in the transaction.
Whenever the Corporation shall propose to take any of the actions specified
in the third paragraph of this Section 9(d), the Corporation shall cause a
notice to be mailed at least twenty (20) days prior to the date on which the
books of the Corporation will close or on which a record will be taken for such
action, to the holders of record of the outstanding Series B Preferred Stock on
the third business day prior to the date of such notice. Such notice shall
specify the action proposed to be taken by the Corporation and the date as of
which holders of record of the Common Stock shall participate in any such
actions or be entitled to exchange their Common Stock for securities or other
property, as the case may be. Failure by the Corporation to mail the notice or
any defect in such notice shall not affect the validity of the transaction.
(e) MANDATORY CONVERSION. On August 3, 2002, (the "Mandatory Conversion
Date") all of the shares of Series B Preferred Stock then outstanding shall be
automatically converted, in accordance with the provisions of Section 9(a)-(d)
into shares of Common Stock as if the Mandatory Conversion Date were the
Conversion Date as to all such shares.
SECTION 10. VOTING RIGHTS. Except as otherwise required by law or expressly
provided herein, shares of Series B Preferred Stock shall not be entitled to
vote on any matter.
The affirmative vote or consent of the holders of a majority of the
outstanding shares of the Series B Preferred Stock, voting separately as a
class, will be required for (1) any amendment, alteration, or repeal, whether by
merger or consolidation or otherwise, of the Corporation's Certificate of
Incorporation if the amendment, alteration, or repeal materially and adversely
affects the powers, preferences, or special rights of the Series B Preferred
Stock, or (2) the creation and issuance of any Senior Liquidation Stock;
provided, however, that any increase in the authorized Preferred Stock of the
Corporation or the creation and issuance of any stock which is Junior Stock or
any other capital stock of the Corporation ranking on a parity with the Series B
Preferred Stock shall not be deemed to affect materially and adversely such
powers, preferences, or special rights.
SECTION 11. OUTSTANDING SHARES. For purposes of this Certificate of
Designations, the following shares of Series B Preferred Stock shall not be
deemed outstanding: (i) all shares of Series B Preferred Stock from and after
the Conversion Date and (ii) all shares of Series B Preferred Stock held of
record by the Corporation or any subsidiary of the Corporation from the date of
registration of transfer to the Corporation or such subsidiary.
*** [NEXT PAGE IS SIGNATURE PAGE] ***
<PAGE> 5
IN WITNESS WHEREOF, International Remote Imaging Systems, Inc. has caused
this Certificate of Designations to be executed by its Vice President, Finance
and Administration as of the 30th day of July 1999.
By: /s/ Martin S. McDermut
------------------------------------
Martin S. McDermut
Vice President, Finance and
Administration, Chief Financial
Officer and Secretary
27
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AT JUNE 30, 1999 AND THE CONSOLIDATED STATEMENT OF
OPERATION FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,231,372
<SECURITIES> 0
<RECEIVABLES> 5,611,837
<ALLOWANCES> 272,316
<INVENTORY> 4,054,687
<CURRENT-ASSETS> 11,869,927
<PP&E> 7,195,669
<DEPRECIATION> 5,575,509
<TOTAL-ASSETS> 31,672,059
<CURRENT-LIABILITIES> 8,095,379
<BONDS> 0
0
30
<COMMON> 65,507
<OTHER-SE> 13,665,662
<TOTAL-LIABILITY-AND-EQUITY> 31,672,059
<SALES> 13,885,909
<TOTAL-REVENUES> 13,988,156
<CGS> 7,222,584
<TOTAL-COSTS> 7,222,584
<OTHER-EXPENSES> 7,946,663
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 544,076
<INCOME-PRETAX> (1,738,859)
<INCOME-TAX> (300,046)
<INCOME-CONTINUING> (1,438,813)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,438,813)
<EPS-BASIC> (.22)
<EPS-DILUTED> (.22)
</TABLE>
