<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from__________to__________
COMMISSION FILE NUMBER 0-13226
SULCUS HOSPITALITY TECHNOLOGIES CORP.
(Formerly Sulcus Computer Corporation)
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1369276
(state of other jurisdiction of (I.R.S. Employer
corporation or organization) Identification Number)
SULCUS CENTRE, 41 NORTH MAIN STREET, GREENSBURG, PA 15601
(Address of principal executive offices, including zip code)
(412) 836-2000
(Registrant's Telephone 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 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 November 11, 1997, there were 16,761,673 shares of Common Stock, no par
value, outstanding.
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<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 1997 and December 31, 1996............................................... 3
Consolidated Statements of Operations
Nine Months Ended September 30, 1997 and 1996.......................................... 4
Consolidated Statements of Operations
Three Months Ended September 30, 1997 and 1996......................................... 5
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1997 and 1996.......................................... 6
Notes to Consolidated Financial Statements............................................. 7-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................................. 9-14
Item 3. Qualitative and Quantitative Information About Market Risk............................. 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................................... 15
Item 2. Changes in Securities.................................................................. 15
Item 3. Defaults Upon Senior Securities........................................................ 15
Item 4. Submission of Matters to a Vote of Security Holders.................................... 15
Item 5. Other Information...................................................................... 15
Item 6. Exhibits and Reports on Form 8-K....................................................... 15
Signature....................................................................................... 16
</TABLE>
<PAGE> 3
SULCUS HOSPITALITY TECHNOLOGIES CORP.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 7,631,706 $ 2,503,475
Short-term investments (at market) available for sale 2,759,693 12,393,411
Accounts receivable, net of allowance of $1,828,861
and $1,913,107 in 1997 and 1996, respectively 7,366,621 12,995,894
Inventories 3,211,776 2,614,321
Deferred taxes 292,432 207,837
Other current assets 1,322,828 1,082,184
------------ ------------
Total Current Assets 22,585,056 31,797,122
Purchased and capitalized software, net of accumulated amortization
of $11,167,940 and $10,660,801 in 1997 and 1996, respectively 2,791,880 3,260,063
Property and equipment, net of accumulated depreciation of $4,775,775
and $4,801,119 in 1997 and 1996, respectively 2,505,760 2,473,324
Goodwill, net of accumulated amortization of $4,042,166
and $3,447,509 in 1997 and 1996, respectively 6,625,981 7,220,638
Deferred taxes 1,807,321 1,891,916
Other noncurrent assets 1,170,365 1,307,036
------------ ------------
Total Assets $ 37,486,363 $ 47,950,099
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 500,000 $ 5,826,577
Current portion of long-term debt ---- 27,175
Current portion of obligations under capital leases 159,674 155,216
Accounts payable 2,708,602 3,947,597
Deferred revenues 4,110,597 6,497,107
Customer deposits 1,577,340 2,102,731
Other accrued liabilities 2,756,785 1,891,494
------------ ------------
Total Current Liabilities 11,812,998 20,447,897
Obligations under capital leases, net of current portion 77,046 184,604
Commitments and contingencies
Stockholders' Equity
Common stock, no par value; 30,700,000 shares
authorized (16,843,350 and 16,832,663 shares
issued and issuable in 1997 and 1996, respectively) 40,799,566 40,780,066
Retained earnings (deficit) (14,997,988) (13,353,160)
Foreign currency adjustment (287,497) (108,453)
Cumulative unrealized gain (loss) on investments available for sale 82,238 (855)
------------ ------------
Total Stockholders' Equity 25,596,319 27,317,598
------------ ------------
Total Liabilities and Stockholders' Equity $ 37,486,363 $ 47,950,099
------------ ------------
</TABLE>
See notes to the consolidated financial statements.
3
<PAGE> 4
SULCUS HOSPITALITY TECHNOLOGIES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Net revenue:
System sales $25,014,505 $22,880,050
Support revenue 15,313,013 14,104,250
Dividends and other 868,406 984,568
----------- -----------
Total revenue 41,195,924 37,968,868
----------- -----------
Cost of goods sold and services provided:
Systems 14,455,002 12,559,150
Support services 4,578,679 4,018,655
----------- -----------
Total cost of sales and services provided 19,033,681 16,577,805
----------- -----------
Expenses:
Selling, general, and administrative 21,301,041 17,105,150
Research and development (net of capitalized
software of $1,153,681 and $823,085 during the
nine months ended September 30, 1997 and
1996, respectively) 1,135,869 942,941
Interest 311,532 431,463
Depreciation and amortization 1,246,237 1,170,912
Unusual item:
Gain on disposal of product line (187,608) ----
----------- -----------
Total expenses 23,807,071 19,650,466
----------- -----------
Income (loss) before income taxes (1,644,828) 1,740,597
Income taxes ---- ----
----------- -----------
Net income (loss) $(1,644,828) $ 1,740,597
----------- -----------
Income (loss) per common share:
Net income (loss) ($0.10) $ 0.10
----------- -----------
Weighted average number of common shares 17,015,968 16,868,519
----------- -----------
</TABLE>
See notes to the consolidated financial statements.
4
<PAGE> 5
SULCUS HOSPITALITY TECHNOLOGIES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Net revenue:
System sales $8,764,753 $8,479,608
Support revenue 5,274,845 4,836,708
Dividends and other 201,093 324,249
---------- ----------
Total revenue 14,240,691 13,640,565
---------- ----------
Cost of goods sold and services provided:
Systems 5,146,001 5,110,013
Support services 1,539,511 1,411,871
---------- ----------
Total cost of sales and services provided 6,685,512 6,521,884
---------- ----------
Expenses:
Selling, general, and administrative 6,704,285 5,913,899
Research and development (net of capitalized
software of $453,521 and $266,753 during the
three months ended September 30, 1997 and
1996, respectively) 344,263 352,727
Interest 52,104 140,505
Depreciation and amortization 416,529 394,576
Unusual item:
Gain on disposal of product line (187,608) -----
---------- ----------
Total expenses 7,329,573 6,801,707
---------- ----------
Income (loss) before income taxes 225,606 316,974
Income taxes ----- -----
---------- ----------
Net income (loss) $225,606 $316,974
---------- ----------
Income (loss) per common share:
Net income (loss) $0.01 $0.02
---------- ----------
Weighted average number of common shares 17,108,364 16,947,948
---------- ----------
</TABLE>
See notes to the consolidated financial statements.
5
<PAGE> 6
SULCUS HOSPITALITY TECHNOLOGIES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,644,828) $1,740,597
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Depreciation 651,580 594,336
Amortization of capitalized software 1,618,749 2,007,108
Amortization of goodwill 594,657 576,576
Provision for doubtful accounts 448,700 435,023
Realized and unrealized (gain) on investments (33,786) (8,750)
Gain on disposal of product line (187,608) -----
Change in assets and liabilities:
Restricted cash ----- 380,002
Accounts receivable 5,141,959 1,493,086
Inventories (627,803) 129,194
Other current assets (204,115) 252,841
Other assets 199,148 103,832
Accounts payable (1,226,127) (891,949)
Deferred revenues (2,289,811) (2,118,325)
Shareholder litigation liability ----- (289,279)
Customer deposits (525,391) 188,591
Accrued liabilities 845,672 (774,543)
----------- ----------
Total adjustments 4,405,824 2,077,743
----------- ----------
Net cash provided by operating activities 2,760,996 3,818,340
Cash flows from investing activities:
Purchases of available for sale securities (10,881) (401,662)
Proceeds from sales of available for sale securities 9,761,478 250,000
Investment in sales-type leases (229,306) (187,304)
Payments received on sales-type leases 130,300 154,842
Proceeds from disposal of subsidiary, net of costs 225,000 -----
Capital expenditures (699,615) (567,437)
Software development capitalized (1,153,681) (823,085)
----------- ----------
Net cash provided by (used in) investing activities 8,023,295 (1,574,646)
----------- ----------
Cash flows from financing activities:
Repayment of short term borrowings (5,326,577) (833,283)
Principal payments on long-term debt (27,175) (35,633)
Payments under capital lease agreements (123,264) (77,892)
Proceeds from stock options exercised ----- 137,920
----------- ----------
Net cash (used in) financing activities (5,477,016) (808,888)
----------- ----------
Cumulative translation adjustment (179,044) 6,936
Net increase in cash and cash equivalents 5,128,231 1,441,742
Cash and cash equivalents at beginning of period 2,503,475 1,202,325
----------- ----------
Cash and cash equivalents at end of period $7,631,706 $2,644,067
----------- ----------
</TABLE>
See notes to the consolidated financial statements.
6
<PAGE> 7
HOSPITALITY TECHNOLOGIES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Sulcus
Hospitality Technologies Corp. (formerly known as Sulcus Computer Corporation)
(the "Company") and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated. Investments in 50% or less
owned affiliates over which the Company has the ability to exercise significant
influence are accounted for using the equity method.
The accompanying unaudited interim consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) which, in the
opinion of management, are necessary for a fair presentation of the results for
the interim periods presented. These financial statements have been prepared in
accordance with both generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the Company's annual audited financial statements for the year ended
December 31, 1996, as filed with the Securities and Exchange Commission on Form
10-K.
Certain prior year amounts have been reclassified to conform with
current year reporting practices.
NOTE 2. INCOME TAXES
In the nine months ended September 30, 1997, the Company reflected no
provision or benefit for income taxes on a pre-tax loss of $(1,644,828). During
the third quarter of 1997, the Company decreased the valuation allowance for
deferred taxes, representing the realization of tax benefits of temporary
differences and net operating loss carryforwards which reversed during the
quarter through the generation of taxable income.
At September 30, 1997 and December 31, 1996, the Company had net
deferred tax assets, liabilities and valuation reserves as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---- ----
<S> <C> <C>
Deferred tax assets (net of deferred tax
liabilities), including tax loss carryforwards $9,417,629 $9,068,229
Valuation allowance (7,317,876) (6,968,476)
---------- ----------
Net deferred tax amounts $2,099,753 $2,099,753
========== ==========
</TABLE>
NOTE 3. EARNINGS (LOSS) PER SHARE
Primary earnings (loss) per share is determined by dividing net
earnings (loss) by the weighted number of common shares outstanding. When
dilutive, common stock options are included in the computation. Fully diluted
net income (loss) per share is not presented as it is either anti-dilutive or
not different from primary earnings (loss) per share.
The Financial Accounting Standards Board issued a statement in
February 1997 entitled "Earnings per Share" which will be effective for the
Company in the fourth quarter of 1997. This statement revises the computation
and presentation of earnings per share. Management believes that this new
standard will not materially change amounts presented by the Company under
existing accounting standards.
7
<PAGE> 8
NOTE 4. GAIN ON DISPOSAL OF PRODUCT LINE
Effective September 30, 1997, the Company sold its land title business
(Sulcus Law Management Services, Inc.) for cash. The sale resulted in a gain on
disposal of $187,608, representing the difference between the sales price and
the net assets of the subsidiary, less costs of disposal.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 1996
Sulcus Hospitality Technologies Corp. (formerly known as Sulcus
Computer Corporation) (the "Company") had net income of $225,606 in the quarter
ended September 30, 1997 as compared to net income of $316,974 in the quarter
ended September 30, 1996 on sales which increased by $723,282 (5%) for these
same periods. Included in the results for the three months ended September 30,
1997 is a gain of $187,608 on the disposal of a subsidiary and gains from the
sales of marketable securities of $44,212. The Company's results for the
quarter ended September 30, 1997 declined when compared to the same period of
1996, primarily as a result of unfavorable changes in sales margins and
increased expenses for the development, launch, and support of new products
leading to higher selling, general, and administrative expenses.
Net sales for the quarter ended September 30, 1997 were $14,039,598,
representing an increase of $723,282 (5%) when compared to net sales of
$13,316,316 for the same period of 1996. Net system sales for the quarter ended
September 30, 1997 were $8,764,753 as compared to $8,479,608 for the same
period of 1996, an increase of $285,145 (3%). This increase was attributable
primarily to the North American Property Management Systems business and
deliveries under contracts by the Company's Pacific Region sales offices. These
increases were partially offset by decreases in the Company's North American
Point of Sales business. Support revenues for the quarter ended September 30,
1997 were $5,274,845 as compared to $4,836,708 for the same period of 1996, an
increase of $438,137 (9%) due primarily to increases in installations of
systems in 1997 by the Company's Pacific Region sales offices and an increased
base of Point of Sales installations. Support revenues are billed and collected
in advance for periods of one to twelve months and are recognized as support
revenues ratably over the contract period. Sales by offices and distributors of
the Company were $11,870,847 (85%) and $2,168,751 (15%), respectively, of net
sales for the quarter ended September 30, 1997, as compared to $10,810,163
(81%) and $2,506,153 (19%) for the comparable 1996 period.
Cost of goods sold as a percentage of net sales decreased for the
quarter ended September 30, 1997 to 48% as compared to 49% for the same period
of 1996. The components of costs which makes up this category were unfavorably
impacted however by increased direct costs for hardware on system sales which
was more than offset by reduced software amortization in the third quarter of
1997. The Company includes the amortization of capitalized software costs in
Systems Cost of Sales. During 1997, amortization was completed on certain
software products, representing the completion of the estimated useful lives of
these products. Software amortization costs in 1997 as compared to 1996 were
therefore reduced by $462,670. Cost of sales, excluding costs of amortization
of capitalized software, was 46% of net sales in the three months ended
September 30, 1997 as compared to 44% for the year earlier period, an
unfavorable change of 2% or $295,000. Cost of system sales for the quarter
ended September 30, 1997 was $5,146,001 (59% of system sales) as compared to
$5,110,013 (60% of system sales) for the same period of 1996, an increase of
$35,987 (1%). Cost of support for the quarter ended September 30, 1997 was
$1,537,280 (29% of support revenues) as compared to $1,411,871 (29% of support
revenues) for the same period of 1996, an increase of $125,409 (9%).
Selling, general, and administrative expenses as a percentage of net
sales was 48% for the quarter ended September 30, 1997 as compared to 44% for
the same period of 1996. For the quarter ended September 30, 1997 these
expenses were $6,704,285 as compared to $5,913,899 an increase of $790,386
(13%) from the same period of 1996. These increases were primarily the result
of increased expenditures for payroll and related costs of $167,437 (21% of
such changes), increases in travel expenses of $157,595 (20% of such changes)
and increased expenditures for advertising expenses of $100,622 (13% of such
changes). Increases in payroll and related costs were primarily in the
Company's Point of Sale business and in international sales offices, and were
required to support added sales volumes and resources required for the
development, launch, and support of new products. At the beginning of the
second quarter of 1997, management reduced staffing levels in its domestic
property management business and in certain corporate staff positions as part
of its efforts to improve the productivity of the organization.
9
<PAGE> 10
Research and development expense for the quarter ended September 30,
1997 decreased to $344,263 from $352,727, a decrease of $8,464 (2%) from the
same period of 1996. Total amounts expended on research and development
(including amounts expensed and amounts capitalized) was $797,784 and $619,480
for the quarters ended September 30, 1997 and 1996, respectively as the Company
is continuing to add resources to the development and support of new software
products.
Depreciation and amortization expense for the quarter ended
September 30, 1997 increased to $416,529 from $394,576 for the same period of
1996, an increase of $21,953 (6%).
Dividends and other income for the quarter ended September 30, 1997
was $201,094 as compared to $324,249 for the same period of 1996, a decrease of
$123,155 (38%). In the third quarter of 1997, the Company has liquidated a
major portion of its investment in marketable securities and used the proceeds
to repay amounts previously borrowed against these assets.
Interest expense for the quarter ended September 30, 1997 decreased to
$52,104 from $140,505 for the same period of 1996, a decrease of $88,401 (63%).
This decrease was primarily the result of the repayment of amounts previously
borrowed against the Company's investment portfolio.
The Company conducts its worldwide operations through separate
geographic area organizations which represent major markets or combinations of
related markets. Transfers between markets are valued at cost. Financial
information by geographic area for the quarters ended September 30, 1997 and
1996 and as of September 30, 1997 and December 31, 1996 is summarized as
follows:
<TABLE>
<CAPTION>
Three months ended September 30,
-----------------------------------------------
1997 1996
---- ----
<S> <C> <C>
Net revenues(1):
Domestic $8,298,554 $8,327,673
Canada 1,374,342 1,323,031
Pacific Region 3,370,563 2,742,771
Europe 1,197,232 1,247,090
----------- -----------
Consolidated net revenues $14,240,691 $13,640,565
----------- -----------
Net income (loss):
Domestic $382,459 $514,167
Canada (26,666) 88,096
Pacific Region 29,672 (110,252)
Europe (159,859) (175,037)
----------- -----------
Consolidated net income (loss) $225,606 $316,974
----------- -----------
</TABLE>
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---- ----
<S> <C> <C>
Identifiable assets:
Domestic $ 27,567,846 $38,179,244
Canada 2,499,495 1,738,378
Pacific Region 3,896,725 3,966,656
Europe 3,522,297 4,065,821
----------- -----------
Consolidated identifiable assets $37,486,363 $47,950,099
----------- -----------
</TABLE>
(1) Sales between geographic areas and export sales are not material.
The Company had a net deferred tax asset amounting to $2,099,753 net
of valuation allowances of $7,317,876 at September 30, 1997 and $6,968,476 at
December 31, 1996. The valuation allowance was decreased in the quarter ended
September 30, 1997 by $153,669 and was decreased in the quarter ended September
30, 1996 by $1,767,556 reflecting the Company's estimate of the valuation
allowance necessary to adjust the net deferred tax asset to the net recoverable
amount. As a result, the income statements for the quarters ended September 30,
1997 and 1996 do not reflect any income tax provision on the pre-tax operating
results for those periods. As more fully discussed in the nine month evaluation
of operations herein, the realizability of this deferred tax asset is
contingent upon a number of factors including the ability of the Company to
achieve a level of operations that will generate taxable income.
10
<PAGE> 11
NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 1996
The Company had a net loss of $(1,644,828) in the nine months ended
September 30, 1997 as compared to net income of $1,740,597 in the nine months
ended September 30, 1996 on sales which increased by $3,343,218 (9%) for these
same periods. The Company's results for the nine months ended September 30,
1997 were unfavorable as compared to the same period of 1996 primarily as a
result of severance costs for the Company's former chairman and the Company's
former president which totaled $1,537,609, increased expenses for the
development, launch, and support of new products leading to higher selling,
general, and administrative expenses. These increased costs were partially
offset by higher margins from increased sales and reduced software amortization
costs, a $187,608 gain on the sale of a subsidiary and gains on sales of
marketable securities of $33,786.
Net sales for the nine months ended September 30, 1997 were
$40,327,518, representing an increase of $3,343,218 (9%) when compared to net
sales of $36,984,300 for the same period of 1996, principally as a result of
increases in net system sales. Net system sales for the nine months ended
September 30, 1997 were $25,014,505 as compared to $22,880,050 for the same
period of 1996, an increase of $2,134,455 (9%) due primarily to the delivery of
systems under significant contracts by the Company's Pacific Region sales
offices, increased North American Property Management Systems sales and
increases in the sales of the Company's Point of Sales Systems in North
America. Support revenues for the nine months ended September 30, 1997 were
$15,313,013 as compared to $14,104,250 for the same period of 1996, an increase
of $1,208,763 (9%) due primarily to an increased base of Point of Sale
installations in 1997 and increases in installations of systems. Support
revenues are billed and collected in advance for periods of one to twelve
months and are recognized as support revenues ratably over the contract period.
Sales by offices and distributors of the Company were $33,801,039 (84%) and
$6,526,479 (16%), respectively, of net sales for the nine months ended
September 30, 1997, as compared to $30,370,997 (82%) and $6,613,303 (18%) for
the comparable 1996 period.
Cost of goods sold as a percentage of net sales increased for the nine
months ended September 30, 1997 to 47% as compared to 45% for the same period
of 1996. The components of costs which makes up this category were unfavorably
impacted by increased direct costs for hardware on system sales which was
partially offset by reduced software amortization in the third quarter of 1997.
The Company includes the amortization of capitalized software costs in Systems
Cost of Sales. During 1997, amortization was completed on certain software
products, representing the completion of the estimated useful lives of these
products. Software amortization costs in 1997 as compared to 1996 were
therefore reduced by $388,359. Cost of sales, excluding costs of amortization
of capitalized software, was 43% of net sales in the nine months ended
September 30, 1997 as compared to 39% for the year earlier period, an
unfavorable change of 4% or $1,401,000. Cost of system sales for the nine
months ended September 30, 1997 was $14,455,002 (58% of system sales) as
compared to $12,559,150 (55% of system sales) for the same period of 1996, an
increase of $1,895,852 (15%). Cost of support for the nine months ended
September 30, 1997 was $4,578,679 (30% of support revenues) as compared to
$4,018,655 (28% of support revenues) for the same period of 1996, an increase
of $560,024 (14%).
Selling, general, and administrative expenses as a percentage of net
sales were 53% for the nine months ended September 30, 1997 as compared to 46%
for the same period of 1996. For the nine months ended September 30, 1997,
these expenses were $21,301,041 as compared to $17,105,150 an increase of
$4,195,891 (25%) from the same period of 1996. These increases were the result
of severance obligations to the Company's former chairman and the Company's
former president which totaled $1,537,609 (37% of such changes), increased
expenditures for payroll and related costs of $1,099,933 (26% of such changes),
increased expenditures for advertising expenses of $275,519 (7% of such
changes) and increases in travel expenses of $261,878 (6% of such changes).
Selling, general, and administrative expenses as a percentage of net sales were
53% for the nine months ended September 30, 1997 as compared to 46% for the
same period of 1996. Increases in payroll and related costs were primarily in
the Company's Point of Sale business and in international sales offices and
were required to support added sales volumes and resources required for the
development, launch, and support of new products.
Research and development expense for the nine months ended September
30, 1997 increased to $1,135,869 from $942,941, an increase of $192,928 (20%)
from the same period of 1996. Total amounts expended on research and
development (including amounts expensed and amounts capitalized) was $2,289,550
and $1,766,026 for the nine months ended September 30, 1997 and 1996,
respectively, as the Company is continuing to add resources to the development
and support of new software products.
11
<PAGE> 12
Depreciation and amortization expense for the nine months ended
September 30, 1997 increased to $1,246,237 from $1,170,912 for the same period
of 1996, an increase of $75,325 (6%).
Dividends and other income for the nine months ended September 30,
1997 was $868,406 as compared to $984,568 for the same period of 1996, a
decrease of $116,162 (12%). In the nine months ended September 30, 1997, the
Company has liquidated a major portion of it's investment in marketable
securities and used the proceeds to repay amounts previously borrowed against
these assets.
Interest expense for the nine months ended September 30, 1997
decreased to $311,532 from $431,463 for the same period of 1996, a decrease of
$119,931 (28%). This decrease was primarily the result of the repayment of
amounts previously borrowed against the Company's investment portfolio.
The Company conducts its worldwide operations through separate
geographic area organizations which represent major markets or combinations of
related markets. Transfers between markets are valued at cost. Financial
information by geographic area for the nine months ended September 30, 1997 and
1996 is summarized as follows:
<TABLE>
<CAPTION>
Nine months ended September 30,
------------------------------------------------
1997 1996
---- ----
<S> <C> <C>
Net revenues(1):
Domestic $24,116,992 $23,981,463
Canada 4,377,989 3,876,688
Pacific Region 8,989,574 6,089,812
Europe 3,711,369 4,020,905
----------- -----------
Consolidated net revenues $41,195,924 $37,968,868
----------- -----------
Net income (loss):
Domestic $(1,228,226) $1,928,192
Canada 77,906 219,175
Pacific Region 187 (129,951)
Europe (494,695) (276,819)
----------- -----------
Consolidated net income (loss) $(1,644,828) $1,740,597
----------- -----------
</TABLE>
(1) Sales between geographic areas and export sales are not material.
The Company had a net deferred tax asset amounting to $2,099,753 net
of valuation allowances of $7,317,876 at September 30, 1997 and $6,968,476 at
December 31, 1996. The valuation allowance was increased in the nine months
ended September 30, 1997 by $349,400 and was decreased in the nine months ended
September 30, 1996 by $2,328,256 reflecting the Company's estimate of the
valuation allowance necessary to adjust the net deferred tax asset to the net
recoverable amount. As a result, the income statements for the nine months
ended September 30, 1997 and 1996 do not reflect any income tax provision on
the pre-tax operating results for those periods. The realizability of this
deferred tax asset is contingent upon a number of factors including the ability
of the Company to maintain a level of operations that will generate taxable
income. Management believes that it is more likely than not that it will
generate taxable income sufficient to realize a portion of the tax benefits
associated with net operating losses and tax credit carryforwards prior to
their expiration. This belief is based upon the fact that the Company had
taxable income in 1996 and expected profits in the next several years resulting
from current efforts to develop new products.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity is primarily dependent upon its ability to
generate sufficient working capital through profitable operations. Management
believes that in order to be profitable, it must continue to increase sales and
improve productivity related to selling, general and administrative expenses.
In order to increase sales, the Company believes that it must increase its
distribution channels and introduce additional developed or acquired
competitive products in its current market segment.
12
<PAGE> 13
Current short-term capital needs will be funded primarily through
internal working capital, a bank credit facility, anticipated operating
revenues from new sales, continuing and new support services revenue, and a
backlog of orders received and pending.
At September 30, 1997, the Company's cash and cash equivalents
increased to $7,631,706 from $2,503,475 at December 31, 1996, an increase of
$5,128,231. This increase was primarily the result of net cash provided by
liquidations of the Company's investment in marketable securities which were
reinvested as of September 30, 1997 in commercial paper. Since the Company
operates in a number of countries, cash is maintained by the various operating
subsidiaries in the local currencies of these countries for the purpose of
paying expenses as they are due.
The Company maintains a portfolio of short-term investments (primarily
in the form of preferred stocks) which may be used for the purpose of providing
liquidity. At September 30, 1997, the Company's short-term investment
portfolio, valued at market, decreased to $2,759,693, from $12,393,411 at
December 31, 1996, primarily as the result of the sale of certain assets.
At September 30, 1997, accounts receivable decreased to $7,366,621,
from $12,995,894 at December 31, 1996 representing primarily amounts collected
from customers for annual support agreements. As is customary in the Company's
business, support revenues are billed and collected in advance for periods of
one to twelve months, resulting in year end balances of accounts receivable
being significantly higher than balances at other times during the year. The
Company's gross accounts receivable includes hardware and software support
contracts as well as amounts due on system installations. The Company records a
provision for amounts which it estimates may ultimately be uncollectible from
customers.
The Company purchases computer hardware and other equipment from
vendors under open accounts payable for the purpose of including these items in
systems sold to customers. Hardware and equipment are readily available in the
marketplace and therefore it is not necessary for the Company to maintain large
quantities of inventories to meet customer needs.
The Company leases facilities under operating lease agreements of
varying terms. Properties and equipment consist primarily of leasehold
improvements and equipment used in the conduct of business.
In April 1997, the Company obtained a credit facility in the amount of
$3,000,000 secured by domestic receivables, inventory and equipment. At
September 30, 1997, borrowings under this facility were $500,000 and bear
interest at the banks prime rate plus one percent (9.5% at September 30, 1997)
and is used to provide working capital.
The backlog of hardware and software orders at September 30, 1997
is expected to be filled within one year and amounted to $7,700,000.
The Company's ability to develop and expand its presence in the
hospitality industry and expand existing business lines for its other markets
depends, in a large part, on the availability of adequate funds. Management
expects that to meet customer demands, it must continue to invest in the
development of the Company's software products at levels generally consistent
with those of the past two years. To finance these needs, the Company will rely
primarily on operating cash flow over the next several years together with
currently available working capital. Nonetheless, if technological changes
render the Company's products uncompetitive or obsolete, or, if the Company
continues to incur operating losses, additional capital may be required. There
can be no assurance that additional financing will be available when needed,
or, if available, that it can be obtained on terms satisfactory to the Company.
Management believes that anticipated revenues from operations together with
available capital will be sufficient to support the anticipated operating and
capital requirements of the Company for at least twelve months.
13
<PAGE> 14
In furtherance of the Company's strategy of acquisition of computer
software products or companies that complement or expand existing business
lines, the Company intends to continue its pursuit to acquire additional
businesses or software products and/or to create joint ventures related to
existing businesses for this purpose. There can be no assurance that the
Company will be able to acquire companies or software products on a favorable
basis.
Certain lawsuits arising in the ordinary course of business are
pending against the Company and its subsidiaries. The Company believes that the
ultimate outcome of these actions will not result in a material adverse effect
on the Company's consolidated financial position, results of operations, and
liquidity.
FORWARD-LOOKING STATEMENTS
The foregoing discussion and the Company's consolidated financial
statements contain certain forward-looking statements that involve risks and
uncertainties, including the following: (i) the realizability of deferred tax
assets which is contingent upon a number of factors including the ability of
the Company to achieve a level of operations that will generate taxable income,
(ii) the expected useful lives of intangible assets such as purchased and
capitalized software and goodwill, (iii) management's belief that in order to
be profitable, it must continue to increase sales and improve productivity
relating to selling, general, and administrative expenses, (iv) management's
belief that it must increase its distribution channels and introduce additional
developed or acquired competitive products in its current market segment in
order to increase sales, (v) the expectation that the Company must continue to
invest in the development of software products at levels generally consistent
with those of the past two years in order to meet customer demands, (vi) the
adequacy of operating cash flows over the next several years together with
currently available working capital to finance the growth needs of the Company,
(vii) rapidly changing technology, accelerated product obsolescence and rapidly
changing industry standards in the market for the Company's products, resulting
in the need to update products and introduce new products and services in a
timely manner to meet evolving customer requirements. As a result, the
Company's actual results could differ materially from the results discussed in
the forward-looking statements.
ITEM 3. QUALITATIVE AND QUANTITATIVE INFORMATION ABOUT MARKET RISK
Not applicable
14
<PAGE> 15
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
15
<PAGE> 16
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.
SULCUS HOSPITALITY TECHNOLOGIES CORP.
(Formerly Sulcus Computer Corporation)
DATE: November 13, 1997 BY: /s/ H. Richard Howie
-------------------------------------
Chief Financial Officer
(Mr. Howie is the Principal Financial
Officer and has been duly authorized
to sign on behalf of the Registrant)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997, AS SUBMITTED
ON THE COMPANY'S 10-Q FOR THAT PERIOD AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000726712
<NAME> SULCUS HOSPITALITY TECHNOLOGIES, CORP.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,631,706
<SECURITIES> 2,759,693
<RECEIVABLES> 9,195,482
<ALLOWANCES> 1,828,861
<INVENTORY> 3,211,776
<CURRENT-ASSETS> 22,585,056
<PP&E> 7,281,535
<DEPRECIATION> 4,775,775
<TOTAL-ASSETS> 37,486,363
<CURRENT-LIABILITIES> 11,812,998
<BONDS> 77,046
0
0
<COMMON> 40,799,566
<OTHER-SE> (15,203,247)
<TOTAL-LIABILITY-AND-EQUITY> 37,486,363
<SALES> 40,327,518
<TOTAL-REVENUES> 41,195,924
<CGS> 19,033,681
<TOTAL-COSTS> 19,033,681
<OTHER-EXPENSES> 23,807,071
<LOSS-PROVISION> 448,700
<INTEREST-EXPENSE> 311,532
<INCOME-PRETAX> (1,644,828)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,644,828)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,644,828)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
