SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-QSB
Quarterly Report under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
--------------------------
For the Quarter Ended: Commission File Number
September 30, 1999 0 - 9574
--------------------------
UNITED SYSTEMS TECHNOLOGY, INC.
Iowa 42-1102759
(State of Incorporation) (I.R.S. Employer
Identification Number)
1850 Crown Road, Suite 1109
Dallas, Texas 75234
(972) 402-8600
(Address of principal executive offices and telephone number)
--------------------------
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 ______
As of September 30, 1999 there were 48,178,043 shares of the registrant's
Common Stock, par value $0.10 per share, outstanding.
<PAGE>
UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
INDEX TO FORM 10-QSB
PART I - FINANCIAL INFORMATION (UNAUDITED) PAGE
- ------------------------------------------
Item 1. Consolidated Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or
Plan of Operation 8
PART II - OTHER INFORMATION 11
- ---------------------------
---------------------------------------------------------
The consolidated financial information reflects all adjustments, which are,
in the opinion of management, necessary to a fair presentation of financial
position and of the statements of operations and cash flows for the periods
presented.
These consolidated financial statements should be read in conjunction with
the notes to the consolidated financial statements, which are included in the
annual report on Form 10-KSB for the fiscal year ended December 31, 1998.
<PAGE>
United Systems Technology, Inc. and Subsidiary
Consolidated Balance Sheets
<TABLE>
<S> <C> <C>
September 30,
1999 December 31,
(Unaudited) 1998
------------ ------------
Current Assets
Cash and cash equivalents $ 802,680 $ 478,008
Trade accounts receivable, less allowance
for doubtful accounts of $25,000 at
September 30, 1999 and December 31, 1998 229,170 329,708
---------- ----------
Total current assets 1,031,850 807,716
---------- ----------
Property and equipment, net 75,398 65,329
Goodwill, net 362,700 413,653
Purchased software, net 22,031 33,301
Deposits and other 11,948 5,139
---------- ----------
472,077 517,422
---------- ----------
Total assets $ 1,503,927 $ 1,325,138
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of capital lease obligations $ 629 $ 2,448
Trade accounts payable, including $113,200
payable to a related party at September 30,
1999 and December 31, 1998 177,401 182,366
Accrued payroll 126,475 110,806
Accrued interest - related party 38,197 43,457
Other accrued expenses 59,509 83,241
Deferred revenue 570,492 701,180
---------- ----------
Total current liabilities 972,703 1,123,498
Notes payable - related party 22,915 27,083
---------- ----------
Total liabilities 995,618 1,150,581
---------- ----------
Commitments and contingencies - -
Stockholders' Equity
Preferred stock, convertible, cumulative,
par value $.10 per share; authorized 5,000,000
shares; issued and outstanding, 500,000 shares
of Series B, 500,000 shares of Series D, and
300,000 shares of Series E, aggregating
liquidating preference of $1,300,000
($1.00 per share) 130,000 130,000
Common stock, par value $.10 per share;
authorized 100,000,000 shares; issued and
outstanding 48,178,043 at September 30, 1999
and December 31, 1998 4,817,804 4,817,804
Additional paid-in capital 3,347,061 3,333,561
Accumulated deficit (7,746,556) (8,066,808)
---------- ----------
548,309 214,557
Less stock purchase note receivable 40,000 40,000
---------- ----------
Total stockholders' equity 508,309 174,557
---------- ----------
Total liabilities and stockholders' equity $ 1,503,927 $ 1,325,138
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
United Systems Technology, Inc. and Subsidiary
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Revenue
Software packages $ 169,962 $ 97,943 $ 441,638 $ 222,510
Installation, training and
customer support 60,966 16,943 228,470 61,978
Maintenance 211,905 246,377 663,567 752,215
Equipment and supplies sales 72,198 62,242 204,829 168,958
Other 3,248 2,326 10,722 6,001
-------- -------- --------- ---------
518,279 425,831 1,549,226 1,211,662
-------- -------- --------- ---------
Costs and expenses
Salaries 236,028 194,427 699,536 594,348
Other general, administrative and
selling expense 100,238 107,338 322,123 355,922
Depreciation and amortization 29,632 31,075 87,321 99,411
Commissions 18,963 11,289 34,148 21,300
Cost of equipment and supplies sold 40,227 31,975 113,233 89,912
-------- -------- --------- ---------
425,088 376,104 1,256,361 1,160,893
-------- -------- --------- ---------
Income from operations 93,191 49,727 292,865 50,769
-------- -------- --------- ---------
Nonoperating income (expense)
Interest expense (502) (1,126) (1,567) (3,429)
Interest income 7,416 2,559 19,082 6,485
-------- -------- --------- ---------
6,914 1,433 17,515 3,056
-------- -------- --------- ---------
Net income before extraordinary item 100,105 51,160 310,380 53,825
-------- -------- --------- ---------
Extraordinary gain on settlement
of debt - - 9,870 -
-------- -------- --------- ---------
Net income 100,105 51,160 320,250 53,825
Preferred stock dividend requirements (22,930) (22,930) (68,060) (68,060)
-------- -------- --------- ---------
Income (loss) available for common
stockholders $ 77,175 $ 28,230 $ 242,320 $ (14,235)
======== ======== ========= =========
Basic and Diluted Earnings Per Share
Net income (loss) per common share
before extraordinary item $ NIL $ NIL $ 0.01 $ NIL
Extraordinary gain on settlement
of debt NIL NIL NIL NIL
-------- -------- --------- ---------
Net income (loss) per common share
after extraordinary item $ NIL $ NIL $ 0.01 $ NIL
======== ======== ========= =========
Weighted average number of common
shares outstanding
Basic 48,178,043 43,938,913 48,178,043 43,178,043
---------- ---------- ---------- ----------
Diluted 54,615,878 43,938,913 50,323,988 43,178,043
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
United Systems Technology, Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Nine Month Period Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<S> <C> <C>
1999 1998
---- ----
Cash flows in operating activities:
Net income (loss) $ 320,250 $ 53,825
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 87,321 99,411
Change in operating assets and liabilities:
Accounts receivable 100,538 15,440
Prepaid expenses - (5,887)
Deposits and other (6,809) (150)
Accounts payable (4,965) (5,741)
Accrued expenses (3,990) 29,576
Deferred revenue (130,688) (123,546)
---------- ----------
41,407 9,103
---------- ----------
Net cash provided from operating activities $ 361,657 $ 62,928
---------- ----------
Cash flows from investing activities:
Property and equipment additions (33,222) (14,436)
Additions to purchased software (1,944) (690)
---------- ----------
Net cash used in investing activities (35,166) (15,126)
---------- ----------
Cash flows from financing activities:
Sale of common stock - 50,000
Payments on capital lease obligations (1,819) (3,706)
---------- ----------
Net cash provided (used)in financing activities (1,819) 46,294
---------- ----------
Increase in cash and cash equivalents 324,672 94,096
Cash and cash equivalents, beginning of period 478,008 204,807
---------- ----------
Cash and cash equivalents, end of period $ 802,680 $ 298,903
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
Notes To Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation:
In the opinion of management, the accompanying unaudited consolidated
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the consolidated financial position of
United Systems Technology, Inc. ("USTI") as of September 30, 1999 and December
31, 1998 and the results of operations and cash flows of USTI for the three and
nine months ended September 30, 1999 and 1998. The consolidated results of
operations for the nine months ended September 30, 1999 are not necessarily
indicative of the results to be expected for the full year.
Note 2. Property and Equipment:
Property and equipment at September 30, 1999 and December 31, 1998
consisted of the following:
<TABLE>
<S> <C> <C>
September 30, December 31,
1999 1998
---- ----
Leasehold improvements $ 64,772 $ 64,772
Furniture and fixtures 40,655 40,655
Equipment 957,063 923,841
--------- ---------
1,062,490 1,029,268
Less accumulated depreciation
and amortization (987,092) (963,939)
--------- ---------
$ 75,398 $ 65,329
--------- ---------
</TABLE>
Note 3. Other Assets:
Other assets at September 30, 1999 and December 31, 1998 consisted of the
following:
<TABLE>
<S> <C> <C> <C>
Accumulated
September 30, 1999 Cost Amortization Net
- ------------------ ---- ------------ ---
Goodwill $ 1,692,128 $ (1,329,428) $ 362,700
Purchased Software 594,644 (572,613) 22,031
December 31, 1998
- -----------------
Goodwill $ 1,692,128 $ (1,278,475) $ 413,653
Purchased Software 592,700 (559,399) 33,301
</TABLE>
<PAGE>
UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
Notes To Consolidated Financial Statements
(Unaudited)
Note 4. Preferred Stock:
The company is in arrears in the payment of dividends to holders of its
Series B, D and E Preferred Stock. Holders of Series B Preferred Stock are
entitled to annual dividends of $.07 per share, payable quarterly and, as of
September 30, 1999, are entitled to the payment of approximately $384,975 in
dividends, which are currently in arrears. Holders of Series D Preferred Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
September 30, 1999, are entitled to the payment of approximately $336,860 in
dividends, which are currently in arrears. Holders of Series E Preferred Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
September 30, 1999, are entitled to the payment of approximately $174,445 in
dividends, which are currently in arrears.
On October 5, 1999, the preferred stock holder elected its option to
convert its 500,000 shares of the Company's Series D preferred stock into shares
of the Company's common stock. There were dividends in arrears on the Series D
preferred stock in the amount of $336,860, which was also converted into common
stock. A total of 2,391,035 shares of the Company's common stock were issued as
a result of this conversion.
<PAGE>
UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition
or Plan of Operation
Results of Operations
- ---------------------
The Company derives its revenue from the licensing of its software
packages, installation, training and custom modifications, maintenance
agreements and equipment sales and commissions. Results of operations for the
three month period ended September 30, 1999 include revenues of $518,279 and net
income of $100,105 as compared to revenues of $425,831 and net income of $51,160
for the same period in 1998. Results for the nine month period ended September
30, 1999 include revenues of $1,549,226 and net income of $320,250 as compared
to revenues of $1,211,662 and net income of $53,825 in 1998.
The Company is continuing the development of its asystTM products, a
Windows product line that operates in a single user or network environment and
is seamlessly interfaced with the other Microsoft Office products. The asystTM
product line currently includes a Fund Accounting system, a Utility Billing
system and a Public Safety system and has been installed at over 300 locations.
The Fund Accounting system includes General Ledger, Budget XLence, Report
XLence, Accounts Payable, Accounts Receivable, Purchase Orders, Cash Receipts,
and Payroll modules. The Utility Billing system includes Utility Billing, Meter
Reader Interface, Bank Drafts and Budget Billing modules. The initial Public
Safety system includes Master Name Index, Calls for Service, Offense Reports and
UCR Reporting modules. The Company is currently developing its asystTM General
Government products, which include Business and Animal Licenses, Code
Enforcement and Building Permits modules, and anticipates that the initial
modules will be released in the 4th quarter of 1999. The Company believes that
its asystTM product line will continue to offer its current and prospective
customers with an attractive software solution, both from a financial and
functionality standpoint and follows the trend of clients moving to PC networks.
This trend resulted in a continued decrease in the licensing of the Company's
DOS (QuestTM ) and mid-range (LegacyTM ) products to new accounts in 1999. The
Company offers a Year 2000 version of certain QuestTM and LegacyTM modules and
has received commitments to license this version of these products and is
continuing to ship its Year 2000 version of the LegacyTM modules during 1999.
Three Month Period Ended September 30, 1999 and 1998
- ----------------------------------------------------
The Company's total revenue increased 22% from $425,831 during the third
quarter in 1998 to $518,279 in 1999. Software license fees increased 74% in
1999, due, in part, to an increase in the licensing of the Company's Year 2000
version of its LegacyTM products as well as an increase in the licensing of the
Company's asystTM products. The Company continues to market its products to
prospective customers, which it believes are best suited for its products.
Installation and training increased to $60,966 in 1999 from $16,943 in 1998,
due, in part, to an increase in the demand for custom programming related to the
implementation of the Year 2000 version of the Company's LegacyTM products.
Maintenance revenue decreased 14% during 1999, due, in part, to a decrease in
the number of the Company's QuestTM and LegacyTM customers that elected to
select maintenance coverage. Equipment and supplies sales increased 16% in 1999
as a result of an increase in the volume of computer equipment and forms sold in
conjunction with its products
<PAGE>
Total costs and expenses increased 13% from $376,104 in 1998 to $425,088 in
1999. Salary expense increased 21% in 1999, due, in part, to an increase in
incentives resulting from improved results of operations. Other general,
administrative and selling expense decreased 7% in 1999 as a result of the
Company's continued efforts to manage its expenses. Depreciation and
amortization expense decreased 5% in 1999 as a result of a portion of the
Company's assets becoming fully depreciated in 1999. Commission expense
increased 68% in 1999 due to an increase in the volume of licensing Company's
software. Cost of equipment and supplies sold increased 26% in 1999 as a result
of increased sales of computer equipment and supplies during the period.
Nine Month Period Ended June 30, 1999 and 1998
- ----------------------------------------------
The Company's total revenue increased 28% from $1,211,662 during the first
nine months of 1998 to $1,549,226 in 1999. Software license fees increased 98%
in 1999, due, in part, to an increase in the licensing of the Company's Year
2000 version of its LegacyTM products as well as an increase in the licensing of
the Company's asystTM products. Installation and training increased to $228,470
during the first nine months of 1999 from $61,978 in 1998, due, in part, to an
increase in the demand for custom programming related to the implementation of
the Year 2000 version of the Company's LegacyTM products. Maintenance revenue
decreased 12% during 1999, due, in part, to a decrease in the number of the
Company's QuestTM and LegacyTM customers that elected to select maintenance
coverage. Equipment and supplies sales increased 21% in 1999 as a result of an
increase in the volume of computer equipment and forms sold in conjunction with
its products.
Total costs and expenses increased 8% from $1,160,893 in 1998 to $1,256,361
in 1999. Salary expense increased 18% in 1999, due, in part, to an increase in
incentives resulting from improved results of operations. Other general,
administrative and selling expense costs decreased 8% in 1999 as a result of
continued efforts to control or reduce expenses. Depreciation and amortization
expense decreased 12% as a result of a portion of the Company's assets becoming
fully depreciated during the period. Commission expense increased 60% in 1999
due to an increase in the volume of licensing of the Company's products in 1999.
Cost of equipment and supplies sold increased 26% as a result of increased sales
of computer equipment and supplies during the period.
Liquidity and Capital Resources
- -------------------------------
The Company had net cash provided from operating activities of $352,324
during the nine months ended September 30, 1999, as compared to net cash
provided by operations of $62,928 for the same period in 1998. Net cash of
$35,166 was utilized during 1999 for investing in capital expenditures as
compared to $15,126 in 1998.
Management believes that its ability to generate positive cash flows from
operations added to the Company's current cash balance (Over $800,000 as of
September 20, 1999) will be adequate to meet its working capital requirements in
the near future. However, if the Company is not able to continue to generate
positive cash flows in the future by achieving a level of sales adequate to
support the Company's cost structure, additional financing may be required, of
which there can be no assurance.
<PAGE>
The Company had a $50,000 note payable to Ventana Growth Fund ("Ventana"),
a related party. Ventana distributed this note to the limited partners in its
fund in 1997. During 1998, the Company offered the note holders the option of
extending each note for an additional two year period or receiving a partial
payment of the balance due in full in final settlement of the principal and
interest due to each note holder. As of December 31, 1998, there was $27,083 due
to the remaining note holders and $43,457 of interest outstanding on these
notes. In 1999 certain additional note holders opted to receive a partial
payment totaling $1,000 in lieu of the balance due of $4,168 on the note and
$6,702 of accrued interest resulting in a $9,870 gain on settlement of debt. As
of September 30, 1999 there was $22,915 due to the remaining note holders and
$38,195 of interest outstanding on these notes.
As of September 30, 1999, the Company is in arrears in the payment of
dividends to holders of its preferred stock. As of June 30, 1999, dividends were
in arrears on Series B preferred stock in the amount of $384,975, on Series D
preferred stock in the amount of $336,860 and on Series E preferred stock in the
amount of $174,445.
On October 5, 1999, the preferred stock holder elected its option to
convert its 500,000 shares of the Company's Series D preferred stock into shares
of the Company's common stock. There were dividends in arrears on the Series D
preferred stock in the amount of $336,860, which was also converted into common
stock. A total of 2,391,035 shares of the Company's common stock were issued as
a result of this conversion.
Year 2000
- ---------
Until just a few years ago, most computer programs were written to define
an applicable year by using two digits for the year instead of four. The effect
on a computer program that was written in such a way is to define a year that is
entered with the two digits "00" as 1900 rather than 2000. When the Year 2000
arrives, any computer programs that are written in this manner will either have
to be modified to accept a date in the 21st century or the programs will have to
be replaced. This issue not only affects the Company's internal automated
information systems but also has an effect on the software products the Company
develops, supports and markets to its customers. The Company has evaluated the
computer programs that it utilizes internally for its information systems and
has determined that substantially all of its systems are currently Year 2000
compliant. The Company's asystTM product line is Year 2000 compliant. The
Company's customers that are utilizing its LegacyTM, and QuestTM product lines
are being offered a Year 2000 compliant version of certain packages within these
product lines or are being encouraged to migrate to the Company's products that
are Year 2000 compliant. Based on currently available information, the Company
does not anticipate that the costs to address the issues related to the Year
2000 will have a material adverse impact on the Company's financial condition,
results of operations or liquidity. The Company currently estimates that the
total cost to achieve Year 2000 compliance to be approximately $25,000.
Forward-Looking Statements
- --------------------------
This report contains forward-looking statements, other than historical
facts, which reflect the view of Company's management with respect to future
events. Such forward-looking statements are based on assumptions made by and
information currently available to the Company's management. Although management
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from such expectations include, without limitation, the ability of
the Company i) to generate levels of revenue and adequate cash flows from its
operations to support and maintain its current cost structure and ii) to develop
and deliver products that are competitive, accepted by its markets and are not
rendered obsolete by changing technology. The forward-looking statements
contained herein reflect the current views of the Company's management with
respect to future events and are subject to these factors and other risks,
uncertainties and assumptions relating to the operations, results of operations
and financial position of the Company. The Company assumes no obligation to
update the forward-looking statements or to update the reasons actual results
could differ from those contemplated by such forward-looking statements.
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
The Company is involved in the following legal proceedings:
On December 10, 1993, Plaintiff County of Essex filed suit against USTI,
USTEI, New Jersey Municipal Data Management ("MDM") and MDM's surety in Superior
Court of New Jersey. The Company filed third party complaints against counsel
representing the parties to the transaction for negligence in their
representation on this matter. On April 26, 1999, a settlement was reached in
this matter, with all parties, whereby this case was dismissed with prejudice
upon the execution of the documentation necessary for the settlement and was
reached without material adverse effect to the Company.
The Company is also a defendant in various legal actions, which arose out
of the normal course of business. In the opinion of management, none of these
actions are expected to have a material effect on the consolidated results of
operations or financial position of the Company.
Item 2. Change In Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
The company is in arrears in the payment of dividends to holders of its
Series B, D and E Preferred Stock. Holders of Series B Preferred Stock are
entitled to annual dividends of $.07 per share, payable quarterly and, as of
September 30, 1999, are entitled to the payment of approximately $384,975 in
dividends which are currently in arrears. Holders of Series D Preferred Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
September 30, 1999, are entitled to the payment of approximately $336,860 in
dividends which are currently in arrears. Holders of Series E Preferred Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
September 30, 1999, are entitled to the payment of approximately $174,445 in
dividends which are currently in arrears.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
On October 5, 1999, D&D Holdings elected its option to convert its 500,000
shares of the Company's Series D preferred stock into shares of the Company's
common stock. There were dividends in arrears on the Series D preferred stock in
the amount of $336,860, which were also converted into common stock. A total of
2,391,035 shares of the Company's common stock were issued as a result of this
conversion.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - No exhibits are required to be filed with this report.
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
United Systems Technology, Inc.
Date: November 12, 1999 By: /s/ Thomas E. Gibbs
--------------------
Thomas E. Gibbs, President
and Chairman of the Board
(Principal Executive Officer)
Date: November 12, 1999 By: /s/ Randall L. McGee
----------------------
Randall L. McGee, Secretary
and Treasurer
(Principal Financial and
Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000350194
<NAME> United Systems Technology, Inc.
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1998
<PERIOD-END> MAR-31-1999 MAR-31-1998 DEC-31-1998
<CASH> 802680 0 478008
<SECURITIES> 0 0 0
<RECEIVABLES> 229170 0 329708
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 1031850 0 807716
<PP&E> 75398 0 65329
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<CURRENT-LIABILITIES> 972703 0 1123498
<BONDS> 22915 0 27083
0 0 0
130000 0 130000
<COMMON> 4817804 0 4817804
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<TOTAL-REVENUES> 518279 425831 0
<CGS> 40227 31975 0
<TOTAL-COSTS> 425088 376104 0
<OTHER-EXPENSES> 6914 1433 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 502 1126 0
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<EPS-BASIC> 0 0 0
<EPS-DILUTED> 0 0 0
</TABLE>