<PAGE> 1
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
-----------------------------------
Quarter Ended June 30, 1998 Commission File No. 0-10385
VOICE CONTROL SYSTEMS, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C>
DELAWARE 75-1707970
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14140 MIDWAY ROAD
DALLAS, TEXAS 75244 (972) 726-1200
(Address of principal executive (Registrant's telephone
offices) number, including area code)
</TABLE>
-----------------------------------------
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 twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
13,548,812 shares of Common Stock, $.01 par value outstanding
at June 30, 1998.
<PAGE> 2
VOICE CONTROL SYSTEMS, INC.
FORM 10-QSB QUARTERLY REPORT
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to S.E.C. rules and
regulations although the Company believes the disclosures made are adequate to
make the information presented not misleading, and in the opinion of management,
all adjustments have been reflected which are necessary for a fair statement of
the information shown.
2
<PAGE> 3
VOICE CONTROL SYSTEMS, INC.
BALANCE SHEET
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
ASSETS
June 30,
1998
------------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 6,644,302
Accounts receivable (net of $391,000 allowance
for doubtful accounts) (Note 5) 5,077,003
Inventory 591,095
Prepaid expenses 361,700
------------
TOTAL CURRENT ASSETS 12,674,100
NET PROPERTY AND EQUIPMENT 1,683,800
Goodwill (Note 7) 1,315,980
OTHER ASSETS 126,604
------------
$ 15,800,484
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
Accounts payable and accrued expenses (Note 3) $ 1,609,939
Deferred revenue 1,163,640
------------
TOTAL CURRENT LIABILITIES 2,773,579
LONG TERM DEBT --
TOTAL LIABILITIES 2,773,579
------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock; $1.00 par value; 300,000 shares authorized;
none issued and outstanding --
Common stock, $.01 par value: 20,000,000 shares
authorized; 13,658,812 issued and 13,548,812 outstanding 135,488
Paid-in capital 46,477,472
Treasury Stock (325,546)
Receivable from shareholders (70,010)
Deficit (33,190,499)
------------
TOTAL STOCKHOLDERS' EQUITY 13,026,905
------------
$ 15,800,484
============
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 4
VOICE CONTROL SYSTEMS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
------------------------------ ------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES (NOTE 5) $ 4,067,919 4,262,181 7,839,986 8,264,882
COST OF SALES 1,009,976 1,045,178 1,742,313 1,696,098
------------ ------------ ------------ ------------
GROSS PROFIT 3,057,943 3,217,003 6,097,673 6,568,784
COSTS AND EXPENSES:
Research and development 1,423,686 1,336,939 2,704,491 2,595,115
Selling, general and administrative 3,197,675 1,703,220 5,574,344 3,493,307
Other interest expense (Income), net (123,731) (185,670) (285,171) (381,659)
Acquired in process R&D 11,298,128 0 11,298,128 0
------------ ------------ ------------ ------------
TOTAL COSTS AND EXPENSES 15,795,758 2,854,489 19,291,792 5,706,763
------------ ------------ ------------ ------------
NET INCOME (LOSS) BEFORE TAXES (12,737,815) 362,513 (13,194,119) 862,020
INCOME TAXES (NOTE 4) 0 7,250 0 10,750
------------ ------------ ------------ ------------
NET INCOME $(12,737,815) $ 355,263 $(13,194,119) $ 851,270
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE:
Basic (Note 2) $ (0.97) $ 0.03 $ (1.08) $ 0.07
============ ============ ============ ============
Diluted (Note 2) $ (0.97) $ 0.03 $ (1.08) $ 0.06
============ ============ ============ ============
WEIGHTED AVERAGE OUTSTANDING SHARES:
Basic (Note 2) 13,168,469 12,541,152 12,227,146 12,679,240
============ ============ ============ ============
Diluted (Note 2) 13,168,469 13,658,184 12,227,146 13,796,272
============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements
4
<PAGE> 5
VOICE CONTROL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months Ended June 30,
------------------------------
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(13,194,119) $ 851,270
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
In Process R&D 11,298,128
Depreciation and amortization 444,937 246,405
Changes in operating assets and liabilities:
Accounts receivable (984,768) (1,457,097)
Inventory (133,053) (77,471)
Prepaid expenses (177,238) (56,031)
Other assets 46,072 (103,973)
Accounts payable and accrued expenses 63,939 421,945
Deferred revenue (138,937) (734,171)
------------ ------------
Net cash provided by (used in) operating activities (2,775,039) (909,123)
NET CASH USED IN INVESTING ACTIVITIES:
Capital expenditures (266,936) (195,298)
Acquisition of Purespeech (2,140,330)
------------ ------------
Net cash used in investing activities (2,407,266) (195,298)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note receivable 48,745
Retirement of note payable (1,500,000)
Treasury Stock purchased (250,233) --
Proceeds from exercise of stock options 908,861 171,622
------------ ------------
Net cash provided by (used in) financing activities (841,372) 220,367
Net decrease in cash and cash equivalents (6,023,677) (884,054)
Cash and cash equivalents at beginning of year 12,667,979 15,226,824
------------ ------------
Cash and cash equivalents at June 30 $ 6,644,302 $ 14,342,770
============ ============
Supplemental disclosures of cash flow information
Interest paid $ -- $ 242
Conversion of debt and interest by an affiliate
to 1,300,694 shares of stock -- 1,195,078
</TABLE>
See accompanying notes to financial statements
5
<PAGE> 6
VOICE CONTROL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
1. BUSINESS
Voice Control Systems, Inc. (the "Company" or "VCS") engages in the
design of voice recognition systems that allow for the voice control of
electronic machines and/or devices. Operating results for the six months ending
June 30, 1998 are not necessarily indicative of the expected results for the
year. The unaudited financial statements include all adjustments, consisting
primarily of normal recurring accruals, which management considers necessary for
a fair presentation of such information.
2. PER SHARE INFORMATION
Net income (loss) per share is computed based upon the weighted average
number of outstanding shares of common stock. The Financial Accounting Standards
Board recently adopted, SFAS No. 128, Earnings Per Share (SFAS 128). SFAS 128
requires a calculation of book "Basic" and "Diluted" earnings per share. Basic
earnings per share includes no dilution.
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following at June
30, 1998:
<TABLE>
<S> <C>
Accounts payable $ 609,097
Accrued expenses 1,000,842
----------
$1,609,939
==========
</TABLE>
4. INCOME TAXES
The net operating loss (NOL) carryforwards of the Company expire from
1998 to 2012 and total approximately $35,882,000 as of June 30, 1998. The
Company has provided an allowance against its entire deferred tax asset relating
primarily to NOL carryforwards of approximately $12,200,000 since management
cannot determine that it is more likely than not that the deferred tax asset
will be realized. Approximately $1,225,000 in NOL carryforwards expired for the
year ended December 31, 1997. In connection with its merger and acquisition
activity the company and its predecessors have experienced an ownership change
as defined by Internal Revenue Code 382; the effect of such changes limits the
use of the Company's NOL in future years to approximately $1,405,000 annually.
Any portion of an NOL limited by IRC 382 not used in a given year can be carried
forward to subsequent years.
6
<PAGE> 7
VOICE CONTROL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
The Company has provided an allowance for its entire deferred tax asset
as its realization is dependent upon future generation of taxable income since
management can not determine that it is more likely than not that the deferred
tax asset will be realized. Until such realization can be reasonably determined
based on established sources of earnings sufficient to utilize the NOL
carryforward, management will continue to provide an allowance for the entire
deferred tax asset.
The following reconciles income tax expense at the federal statutory
rate to the actual tax expense for the six months ended June 30:
<TABLE>
<CAPTION>
1998 1997
----------- ---------
<S> <C> <C>
Income taxes at the statutory rate $ -- $ 302,000
State taxes based on income -- 39,000
Effect on taxes resulting from:
Utilization of NOL carryforwards -- (341,000)
Federal Alternative Minimum Taxes -- 10,750
----------- ---------
$ -- $ 10,750
=========== =========
</TABLE>
5. MAJOR CUSTOMERS
Three customers accounted for 22%, 21% and 11% of total sales revenue
for the six months ended June 30, 1998. Two customers accounted for 32%, and 14%
of total sales revenue for the six months ended June 30, 1997.
The Company's largest customer was also the holder of its short-term
convertible debt. The promissory note and accrued interest was converted to
1,300,694 shares of common stock on January 1, 1997. Accounts receivable from
the three largest customers were 15%, 15% and 16% of the total receivable
balance at June 30, 1998.
7
<PAGE> 8
VOICE CONTROL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
6. NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income". This statement establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all Items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements.
SFAS 130 is effective for financial statements for periods beginning
after December 15, 1997 and requires comparative information for earlier years
to be restated. The adoption of SFAS 130 had no effect on the financial
statements of the Company.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments
of an Enterprise and Related Information" which is effective for the Company for
the year ending December 31, 1998. This statement establishes standards for the
way public business enterprises report information about operating segments in
annual financial statements and requires these enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. The Company is currently evaluating the impact that the adoption
of SFAS 131 will have on its consolidated financial statements.
7. BUSINESS ACQUISITION
On April 14, 1998 Voice Control Systems, Inc acquired Purespeech, Inc.
for 1,957,041 shares of Common Stock and cash of $2,140,000. This includes the
conversion of PureSpeech warrants to 317,608 of VCS warrants. The transaction
will be accounted for using the purchase method of accounting. The preliminary
allocation of the purchase price is as follows:
Goodwill $ 1,415,000
Net value of remaining assets 317,200
Acquired in process R&D 11,298,000
-----------
13,030,000
The acquired research and development will be charged to expense as
research and development costs. Goodwill will be amortized over its estimated
useful life of five years.
8
<PAGE> 9
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Six months Ended June 30, 1998 vs. June 30, 1997
- ------------------------------------------------
Sales decreased 5% from $8,265,000 during the six months ending June 30, 1997 to
$7,840,000 during the six months ending June 30, 1998. Three customers Dialogic
Corporation, OKI Telecom and Intervoice accounted for 22%, 21% and 11%
respectively, of total sales for the six months ending June 30, 1998. Dialogic
Corporation and Glenayre accounted for 32% and 14% respectively, of total sales
for the six months ending June 30, 1997. Royalty, development and license fees,
which increased 34% over the six months ending June 30, 1997, were 43% of total
revenues for the six months ending June 30, 1998. Hardware sales, which
decreased 19% over the six months ending June 30, 1997, were 55% of revenues in
the six months ending June 30, 1998. The decrease in hardware sales is partially
offset by the increase in royalties, development and license fees as the company
continues to transition from primarily providing hardware to primarily providing
software.
Cost of sales includes the cost of components and subcontracted manufacturing
related to hardware products. Gross profit as a percent of sales decreased from
79% to 78% in the six months ending June 30, 1997 and 1998 as a result of the
decreased margin on hardware sales.
Research and development expenses increased 1% from $2,595,000 in the six months
ending June 30, 1997 to $2,704,000 in the six months ending June 30, 1998. This
increase is a result of the merger with Purespeech.
Selling, general, and administrative expenses increased 60% from $3,493,000 in
the six months ending June 30, 1997 to $5,574,000 in the six months ending June
30, 1998. Additional sales personnel, operations and administrative staff have
been added to help support a growing customer base of firms utilizing speech
recognition technology with the addition of the Purespeech product line to VCS.
On April 14, 1998 VCS acquired 100 percent of the common stock and common stock
equivalents of PureSpeech in return for VCS stock. Pursuant to the terms of the
agreement, all shares of PureSpeech common and preferred stock outstanding
immediately prior to the closing of the Merger were converted into and
exchanged for 1,316,555 shares of VCS Common Stock. In addition, PureSpeech
shareholder debt assumed by VCS was converted into 322,878 shares of VCS common
stock. Options, warrants and other rights to acquire PureSpeech common stock
were converted to options and warrants to acquire 619,561 shares of VCS common
stock. The Merger was accounted for as a purchase with VCS acquiring PureSpeech
in the acquisition. The acquired in process research and development is
expensed in the accompanying financial statements.
The net operating loss (NOL) carryforwards of the Company expire from 1998 to
2012 and total approximately $35,882,000 as of June 30, 1998. The Company has
provided an allowance against its entire deferred tax asset relating primarily
to NOL carryforwards of approximately $12,200,000 since management cannot
determine that it is more likely than not that the deferred tax asset will be
realized. Approximately $1,225,000 in NOL carryforwards expired for the year
ended December 31, 1997. In connection with its merger and acquisition activity
the company and its predecessors have experienced ownership changes as defined
by Internal Revenue Code 382 the effect of such changes limits the use of the
Company's NOL in future years to approximately $1,405,000 annually. Any portion
of an NOL limited by IRC 382 not used in a given year can be carried forward to
subsequent years.
9
<PAGE> 10
Three Months Ended June 30, 1998 vs. June 30, 1997
- --------------------------------------------------
Sales decreased 5% from $4,262,000 during the three months ending June 30, 1997
to $4,068,000 during the three months ending June 30, 1998. Two customers OKI
Telecom and Dialogic Corporation accounted for 28% and 21% respectively, of
total sales for the three months ending June 30, 1998. Dialogic Corporation,
Glenayre and OKI Telecom accounted for 29%, 18% and 13%, respectively, of total
sales for the three months ending June 30, 1997. Royalty, development and
license fees, which increased 70% over the three months ending June 30, 1997,
were 44 % of total revenues for the three months ending June 30, 1998. Hardware
sales, which decreased 26% over the three months ending June 30, 1997, were 54%
of revenues in the three months ending June 30, 1998. The increase in royalties,
development and license fees were offset by the decrease in hardware.
Cost of sales includes the cost of components and subcontracted manufacturing
related to hardware products. Gross profit as a percent of sales was flat at 75%
for the three months ending June 30, 1997 and for the three months ending June
30, 1998 as a result of the decreased margin on hardware sale.
Research and development expenses increased 6% from $1,337,000 for the three
months ending June 30, 1997 to $1,424,000 for the three months ending June 30,
1998. This increase reflects the increase in wages for the period and the
increase in R&D personnel from the Purespeech acquisition.
Selling, general, and administrative expenses increased 87% from $1,703,000 for
the three months ending June 30, 1997 to $3,198,000 for the three months ending
June 30, 1998. The increase is due to the introduction of the Company's speech
enabled auto-attendant product and additions to the selling, marketing and
administrative areas due to the Purespeech acquisition.
On April 14, 1998 VCS acquired 100 percent of the common stock and common stock
equivalents of PureSpeech in return for VCS stock. Pursuant to the terms of the
agreement, all shares of PureSpeech common and preferred stock outstanding
immediately prior to the closing of the Merger were converted into and exchanged
for 1,316,555 shares of VCS Common Stock. In addition, PureSpeech shareholder
debt assumed by VCS was converted into 322,878 shares of VCS common stock.
Options, warrants and other rights to acquire PureSpeech common stock were
converted to options and warrants to acquire 619,561 shares of VCS common
stock. The Merger was accounted for as a purchase with VCS acquiring PureSpeech
in the acquisition. The acquired in process research and development is expensed
in the accompanying financial statements.
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal cash requirements to date have been to fund working
capital and capital expenditures in order to support its sales growth. Net
working capital at June 30, 1998 was $9,901,000. In the past, the Company's
working capital needs were financed primarily through cash flow from operations
and proceeds from the exercise of warrants and stock options.
At June 30, 1998, the Company held $6,644,000 in cash and cash equivalents. Cash
and cash equivalents are invested in institutional cash investment accounts with
preservation of capital being the primary consideration. All investments
currently have overnight liquidity. Historically, the Company's primary source
of liquidity has been the timely collection of its accounts receivable. The
average day's sales in accounts receivable was 117 days as of June 30, 1998.
The Company's inventory as of June 30, 1998 was approximately $591,000. Reserves
of approximately $219,000 have been established for obsolescence.
The Company maintained no debt obligations as of June 30, 1998.
The Company's capital expenditures were $382,000 for the three months ended June
30, 1998. The expenditures were primarily for computer equipment.
VCS believes that its existing sources of liquidity and funds generated by
operations will be sufficient to provide the capital resources necessary to
support its' increased operating needs and finance continued growth in the
foreseeable future.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8-K was filed April 14, 1998 reporting the
completion of the merger of Voice Control Systems, Inc. and
PureSpeech Inc. pursuant to the Agreement and Plan of
Merger.
12
<PAGE> 13
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.
VOICE CONTROL SYSTEMS, INC.
Dated: August 14, 1998 By: /s/ Peter J. Foster
-------------------
Peter J. Foster
Chief Executive Officer and President
/s/ Kim S. Terry
-------------------
Kim S. Terry
Principal Financial and Accounting
Officer
13
<PAGE> 14
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,644,302
<SECURITIES> 0
<RECEIVABLES> 5,077,003
<ALLOWANCES> 391,000
<INVENTORY> 591,095
<CURRENT-ASSETS> 12,674,100
<PP&E> 5,121,431
<DEPRECIATION> 3,437,631
<TOTAL-ASSETS> 15,800,484
<CURRENT-LIABILITIES> 2,773,579
<BONDS> 0
0
0
<COMMON> 137,187
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 15,800,484
<SALES> 4,067,919
<TOTAL-REVENUES> 4,067,919
<CGS> 1,009,976
<TOTAL-COSTS> 1,009,976
<OTHER-EXPENSES> 15,795,758
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,737,815)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,737,815)
<EPS-PRIMARY> (.97)
<EPS-DILUTED> (.97)
</TABLE>
