<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 March 31, 1998 Commission File No. 0-10385
VOICE CONTROL SYSTEMS, INC.
(Name of small business issuer in its charter)
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)
----------------------------------------
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.
11,335,392 shares of Common Stock, $.01 par value outstanding at March 31, 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
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VOICE CONTROL SYSTEMS, INC.
BALANCE SHEET
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
ASSETS
March 31,
1998
------------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 12,450,222
Accounts receivable (net of $316,000 allowance
for doubtful accounts) (Note 5) 3,675,745
Inventory 532,015
Prepaid expenses 184,398
------------
TOTAL CURRENT ASSETS 16,842,380
NET PROPERTY AND EQUIPMENT 1,508,879
OTHER ASSETS 156,566
------------
$ 18,507,825
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
Accounts payable and accrued expenses (Note 3) 1,025,268
Deferred revenue 717,631
TOTAL LIABILITIES 1,742,899
------------
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; 11,445,392 issued and 11,335,392
outstanding 114,454
Paid-in capital 37,498,711
Treasury Stock (325,546)
Receivable from shareholders (70,010)
Deficit (20,452,683)
------------
TOTAL STOCKHOLDERS' EQUITY 16,764,926
------------
$ 18,507,825
============
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 4
VOICE CONTROL SYSTEMS, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
Three Months
Ended March 31,
1998 1997
--------------------------
<S> <C> <C>
SALES (NOTE 5) 3,772,067 4,002,701
COST OF SALES 732,337 650,920
----------- -----------
GROSS PROFIT 3,039,730 3,351,781
COSTS AND EXPENSES:
Research and development 1,280,805 1,258,176
Selling, general and administrative 2,376,669 1,790,087
Other interest expense (Income), net (161,441) (195,989)
----------- -----------
TOTAL COSTS AND EXPENSES 3,496,033 2,852,274
----------- -----------
NET INCOME (LOSS) BEFORE TAXES (456,303) 499,507
INCOME TAXES (NOTE 4) 0 3,500
----------- -----------
NET INCOME (LOSS) $ (456,303) $ 496,007
=========== ===========
NET INCOME (LOSS) PER SHARE:
BASIC (NOTE 2) $ (0.04) $ 0.04
=========== ===========
DILUTED (NOTE 2) $ (0.04) $ 0.04
=========== ===========
WEIGHTED AVERAGE OUTSTANDING SHARES:
BASIC (NOTE 2) 11,275,361 11,063,890
=========== ===========
DILUTED (NOTE 2) 11,275,361 12,808,185
=========== ===========
</TABLE>
See accompanying notes to financial statements
4
<PAGE> 5
VOICE CONTROL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
Three months Ended March 31,
----------------------------
1998 1997
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (456,303) $ 496,007
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 149,245 120,882
Changes in operating assets and liabilities:
Accounts receivable 393,947 (751,299)
Inventory (74,163) (121,781)
Prepaid expenses (25,152) (8,749)
Other assets (2,725) 422
Accounts payable and accrued expenses 67,479 126,394
Deferred revenue (30,493) (547,179)
----------- ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 21,835 (685,303)
Net Cash Used in Investing Activities:
Treasury Stock purchased (250,233) --
Capital expenditures (133,219) (69,165)
----------- ------------
Net cash used in investing activities (383,452) (69,165)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note receivable -- 48,745
Proceeds from exercise of stock options 143,860 127,247
----------- ------------
Net cash provided by financing activities 143,860 175,992
Net decrease in cash and cash equivalents (217,757) (578,476)
Cash and cash equivalents at beginning of year 12,667,979 15,226,824
----------- ------------
Cash and cash equivalents at September 30 $12,450,222 $ 14,648,348
=========== ============
Supplemental disclosures of cash flow information
Interest paid $ -- $ 141
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 three months
ending March 31, 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
March 31, 1998:
<TABLE>
<S> <C>
Accounts payable $ 581,049
Accrued expenses 444,219
-----------
$ 1,025,268
===========
</TABLE>
4. INCOME TAXES
The net operating loss (NOL) carryforwards of the Company expire from
1998 to 2012 and total approximately $23,144,000 as of March 31, 1998. The
Company has provided an allowance against its entire deferred tax asset
relating primarily to NOL carryforwards of approximately $7,869,000 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 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 three months ended March 31:
<TABLE>
<CAPTION>
1998 1997
-------- ---------
<S> <C> <C>
Income taxes at the statutory rate $ -- $ 172,000
State taxes based on income -- 23,000
Effect on taxes resulting from:
Utilization of NOL carryforwards -- (195,000)
Federal Alternative Minimum Taxes -- 3,500
-------- ---------
$ -- $ 3,500
======== =========
</TABLE>
5. MAJOR CUSTOMERS
Three customers accounted for 23%, 18% and 13% of total sales revenue
for the three months ended March 31, 1998. Three customers accounted for 36%,
12% and 10% of total sales revenue for the three months ended March 31, 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 6%, 22% and 14% of the total receivable
balance at March 31, 1998.
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
<PAGE> 8
VOICE CONTROL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
7. SUBSEQUENT EVENTS
On April 14, 1998 Voice Control Systems, Inc acquired Purespeech, Inc.
for 2,005,846 shares of Common Stock. The transaction will be accounted for
using the purchase method of accounting.
8
<PAGE> 9
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Three Months Ended March 31, 1998 vs. March 31, 1997
Sales decreased 6% from $4,003,000 during the three months ending March 31, 1997
to $3,772,000 during the three months ending March 31, 1998. Three customers,
Dialogic Corporation, Intervoice and OKI Telecom, Inc., accounted for 23%, 18%
and 13%, respectively, of total sales for the three months ending March 31,
1998. Dialogic Corporation, Creative Technology and Glenayre accounted for 36%,
12% and 10%, respectively, of total sales for the three months ending March 31,
1997. Royalty, development and license fees, which increased 8% over the three
months ending March 31, 1997, were 42% of total revenues for the three months
ending March 31, 1998. Hardware sales, which decreased 11% over the three
months ending March 31, 1997, were 56% of revenues in the three months ending
March 31, 1998.
Cost of sales includes the cost of components and subcontracted manufacturing
related to hardware products. Gross profit as a percent of sales decreased
from 84% for the three months ending March 31, 1997 to 81% for the three months
ending March 31, 1998 as a result of hardware mix.
Research and development expenses increased 2% from $1,258,000 for the three
months ending March 31, 1997 to $1,281,000 for the three months ending March
31, 1998. This increase reflects the increase in wages for the period.
Selling, general, and administrative expenses increased 33% from $1,790,000 for
the three months ending March 31, 1997 to $2,377,000 for the three months ending
March 31, 1998. The increase is due to the introduction of the Company's Ready
Receptionist product and additions to the selling and marketing areas to support
the growing customer base.
9
<PAGE> 10
The net operating loss (NOL) carryforwards of the Company expire from 1998 to
2012 and total approximately $23,144,000 as of March 31, 1998. The Company has
provided an allowance against its entire deferred tax asset relating primarily
to NOL carryforwards of approximately $7,869,000 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 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.
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 March 31, 1998 was $14,915,000. 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 March 31, 1998, the Company held $12,450,000 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 88 days as of
March 31, 1998.
The Company's inventory as of March 31, 1998 was approximately $532,000.
Reserves of approximately $219,000 have been established for obsolescence.
The Company maintained no debt obligations as of March 31, 1998.
The Company's capital expenditures were $133,000 for the three months ended
March 31, 1998. The expenditures were primarily for computer equipment.
VCS believes that its existing sources of liquidity, funds generated by
operations, will be sufficient to provide the capital resources necessary to
support increased operating needs and finance continued growth in the
foreseeable future.
10
<PAGE> 11
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
No reports on Form 8-K were filed by the Company during the
quarter covered by this report.
11
<PAGE> 12
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: May 15, 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
12
<PAGE> 13
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 12,450,222
<SECURITIES> 0
<RECEIVABLES> 3,675,745
<ALLOWANCES> 316,178
<INVENTORY> 532,015
<CURRENT-ASSETS> 16,657,982
<PP&E> 4,390,355
<DEPRECIATION> 2,881,476
<TOTAL-ASSETS> 18,507,825
<CURRENT-LIABILITIES> 1,742,899
<BONDS> 0
0
0
<COMMON> 114,454
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 18,507,825
<SALES> 3,772,067
<TOTAL-REVENUES> 3,772,067
<CGS> 732,337
<TOTAL-COSTS> 732,337
<OTHER-EXPENSES> 3,496,033
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (456,303)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (456,303)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
