FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 2000
Commission File Number 0-13898
VERAMARK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 16-1192368
(State or other jurisdiction (IRS Employer Identification
of Incorporation or Organization) Number)
3750 MONROE AVENUE, PITTSFORD, NY 14534
(Address of principal executive offices) (Zip Code)
(716) 381-6000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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 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
requirement for the past 90 days.
YES XX NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of June 30, 2000.
Common stock, par value $.10 8,091,589 shares
This report consists of 15 pages.
<PAGE>
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Balance Sheets - 3 - 4
June 30, 2000 and December 31, 1999
Condensed Statements of Operations - 5
Three and Six Months Ended June 30, 2000 and 1999
Condensed Statements of Cash Flows - 6
Six Months Ended June 30, 2000 and 1999
Notes To Condensed Financial Statements 7 - 8
Item 2 Management's Discussion and Analysis of 9 - 13
Financial Condition and Results of Operations
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 14 - 15
<PAGE>
PART I - FINANCIAL INFORMATION
VERAMARK TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
JUNE 30, DECEMBER 31,
2000 1999
<S> <C> <C>
CURRENT ASSETS: (Unaudited)
Cash and Cash Equivalents $ 328,176 $ 2,894,500
Investments 2,248,812 5,137,268
Accounts Receivable, trade (net of
allowance for doubtful accounts of
$265,000 and $260,000, respectively) 1,316,012 3,821,244
Net Inventories 496,086 557,123
Prepaid Expenses 278,142 596,574
----------- -----------
Total Current Assets 4,667,228 13,006,709
PROPERTY AND EQUIPMENT 6,767,786 7,664,867
Less Accumulated Depreciation (3,862,397) (4,563,669)
------------ -----------
Property and Equipment (Net) 2,905,389 3,101,198
OTHER ASSETS:
Software Development Costs
(Net of accumulated amortization of
$1,839,090 and $1,531,720,
respectively) 2,278,701 2,691,807
Pension Assets 1,977,710 1,977,710
Deposits and Other Assets 639,513 511,858
------------ ------------
Total Other Assets 4,895,924 5,181,375
------------ ------------
TOTAL ASSETS $ 12,468,541 $ 21,289,282
============ ============
</TABLE>
See notes to Condensed Financial Statements.
<PAGE>
VERAMARK TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 663,735 $ 827,837
Accrued Compensation and Related Taxes 1,700,579 2,021,102
Deferred Revenue 2,476,014 3,515,957
Other Accrued Expenses and Current Liabilities 347,126 438,787
------------ ------------
Total Current Liabilities 5,187,454 6,803,683
Note Payable - 1,100,000
Long Term Portion of Capital Leases 48,648 110,712
Pension Obligation 3,229,539 3,043,771
------------ ------------
Total Liabilities 8,465,641 11,058,166
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10, 40,000,000
shares authorized; issued and outstanding,
8,171,814 and 8,143,673, respectively 817,181 814,367
Additional Paid-in Capital 20,030,986 20,109,463
Retained Deficit (16,459,510) (10,306,957)
Treasury Stock (80,225 shares at cost) (385,757) (385,757)
------------ ------------
Total Stockholders' Equity 4,002,900 10,231,116
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,468,541 $ 21,289,282
============ ============
</TABLE>
See notes to Condensed Financial Statements.
<PAGE>
VERAMARK TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
SALES $ 3,111,859 $ 7,309,406 $ 8,026,276 $13,744,101
COSTS AND OPERATING EXPENSES:
Cost of Sales 735,089 1,038,935 1,603,229 1,843,235
Engineering & Software Development 1,602,293 1,451,616 3,500,235 2,429,946
Selling, General and Administrative 4,059,821 3,949,961 8,499,252 7,937,825
----------- ----------- ------------ -----------
Total Costs and Operating Expenses 6,397,203 6,440,512 13,602,716 12,211,006
INCOME (LOSS) FROM OPERATIONS (3,285,344) 868,894 (5,576,440) 1,533,095
NET INTEREST INCOME (EXPENSE) (7,244) 26,424 22,829 58,835
MERGER EXPENSES (Note 4) - - 598,942 -
----------- ----------- ------------ -----------
INCOME (LOSS) BEFORE INCOME TAXES (3,292,588) 895,318 (6,152,553) 1,591,930
INCOME TAXES - 25,000 - 45,000
----------- ----------- ------------ -----------
NET INCOME (LOSS) $(3,292,588) $ 870,318 $ (6,152,553) $1,546,930
=========== =========== ============ ===========
INCOME (LOSS) PER SHARE:
Basic $ (.40) $ .11 $ (.76) $ .19
========== =========== ============ ===========
Diluted $ (.40) $ .10 $ (.76) $ .18
========== =========== ============ ===========
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
<PAGE>
VERAMARK TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended June 30,
2000 1999
(Unaudited)
<S> <C> <C>
OPERATING ACTVITITES:
Net Income (Loss) $ (6,152,553) $ 1,546,930
------------ -----------
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided (Used) by Operating Activities:
Depreciation and Amortization 966,988 835,979
Provision for Losses on Accounts Receivable 18,000 10,000
Provision for Inventory Obsolescence 89,998 85,000
Loss on Disposal of Fixed Assets 17,484 2,399
Changes in Assets and Liabilities:
Accounts Receivable 2,487,232 (585,626)
Inventories (28,961) (9,154)
Prepaid Expenses 154,843 (192,522)
Deposits and Other Assets (127,655) 78,895
Accounts Payable (164,102) (85,281)
Accrued Compensation and Related Taxes (320,523) 311,163
Deferred Revenue (1,039,943) (350,024)
Other Current Liabilities (91,661) (24,100)
Increase in Pension Obligation 185,768 196,131
------------ -----------
Net Adjustments 2,147,468 272,860
------------ -----------
Net Cash Flows Provided (Used) by Operating
Activities (4,005,085) 1,819,790
------------ -----------
INVESTING ACTIVITIES:
Investments 2,888,456 100,778
Additions to Property and Equipment (269,784) (1,356,125)
Software Development Costs (105,774) (393,907)
------------ -----------
Net Cash Flows Provided (Used) by Investing Activities 2,512,898 (1,649,254)
------------ -----------
FINANCING ACTIVITIES:
Repayment of Note Payable (1,100,000) -
Repayment of Capital Leases (62,064) -
Exercise of Stock Options and Warrants 20,752 221,415
Employee Stock Purchase Plan 67,175 66,287
Treasury Stock Purchases - (172,542)
------------ -----------
Net Cash Flows Provided (Used) by Financing
Activities (1,074,137) 115,160
------------ -----------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS (2,566,324) 285,696
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,894,500 1,497,125
------------ -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 328,176 $ 1,782,821
============ ===========
</TABLE>
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(1) GENERAL
The accompanying unaudited financial statements include all
adjustments of a normal and recurring nature which are, in the opinion of
the Company's management, necessary to present fairly the Company's
financial position as of June 30, 2000 and the results of its operations
and cash flows for the three and six months ended June 30, 2000 and 1999.
On January 7, 2000, Veramark Technologies, Inc. (the "Company") issued
360,850 shares of common stock in exchange for all of the outstanding
shares of The Angeles Group, Inc. This business combination was accounted
for as a pooling of interests, and accordingly, the historical financial
statements of the Company have been restated to include the consolidated
financial statements of Veramark Technologies, Inc. and The Angeles Group,
Inc. for all periods presented.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. These condensed
financial statements should be read in conjunction with the supplemental
financial statements and related notes contained in the Company's annual
10-K report to the Securities and Exchange Commission for the year ended
December 31, 1999.
The results of operations for the three and six months ended June 30,
2000 are not necessarily indicative of the results to be expected for a
full year's operation.
(2) NET INVENTORIES
The composition of net inventories at June 30, 2000 and December 31,
1999 was as follows:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
<S> <C> <C>
Purchased parts and components $ 358,240 $ 423,460
Work in process 82,886 94,991
Finished goods 54,960 38,672
--------- ---------
$ 496,086 $ 557,123
========= =========
</TABLE>
<PAGE>
(3) PROPERTY AND EQUIPMENT
The major classifications of property and equipment, net at June 30,
2000, and December 31, 1999 are:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
<S> <C> <C>
Machinery and equipment $ 802,355 $ 1,241,036
Computer hardware and software 2,766,581 3,679,595
Furniture and fixtures 1,816,291 1,376,024
Leasehold improvements 1,382,559 1,368,212
----------- -----------
$ 6,767,786 $ 7,664,867
=========== ===========
</TABLE>
(4) ACQUISITION
On January 7, 2000, the Company acquired all of the outstanding shares
of The Angeles Group in a stock for stock merger accounted for as a
pooling of interests. In connection with the merger, the Company
issued 360,850 shares of common stock with an aggregate value of
$4,059,562. In connection with the acquisition, the Company paid the
debt of The Angeles Group of $1.1 million and incurred transaction
costs of approximately $600,000.
<PAGE>
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
Except for the historical information contained herein, the matters
discussed in this report are forward-looking statements, which involve
risks and uncertainties including, but not limited to, economic,
competitive, governmental and technological factors, affecting the
Company's operations, markets, products, services and prices, as well as
other factors discussed in the Company's filings with the Securities and
Exchange Commission.
RESULTS OF OPERATIONS
Sales for the three months ended June 30, 2000 of $3,111,859 decreased
57% from the sales recognized for the same three month period of 1999. For
the six months ended June 30, 2000 sales of $8,026,276 were 42% less than
for the six month period ended June 30, 1999.
The decline in sales for both the three and six month periods ended
June 30, 2000 as compared with the same three and six month periods of
1999, primarily reflect the adverse impact of the decision by Lucent
Technologies, the Company's largest customer, to exit the PBX business
through the sale of one unit to Exp@Nets, and the spin off of another (now
called Avaya Communications.) Veramark expects to continue to sell all of
its Lucent branded products to these two new customers. As a result of the
disruption in Lucent's activities by this restructuring, sales of the
Company's call accounting products to Lucent in the first six months of
2000 were 49% below sales achieved for the same six months of 1999. Now
that the transition to Exp@Nets and Avaya is underway, the Company expects
to see an increase in sales of its call accounting products and services
for the remainder of 2000 over the levels recognized for the first and
second quarters of the year.
Sales of DNT, the Company's enterprise-wide management system which is
marketed by Lucent and since July 1, 2000 by Avaya on a referral basis,
were also adversely impacted by the changes undertaken by Lucent, with
sales for the three and six months ended June 30, 2000 declining by 38% and
40% respectively, from the same three and six month periods of 1999.
However, during the second quarter of 2000, the Company experienced a
significant increase in quote activity for DNT, and many of these
proposals are expected to close during the third and fourth quarters of
2000.
Sales of Verabill, the Company's billing and customer care product
offering decreased 37% for the second quarter of 2000 as compared with the
second quarter of 1999, representing 9% of total sales for the second
quarter. Subsequent to June 30, 2000, the Company has received several new
orders for Verabill, and expects third quarter revenues to exceed the
levels recognized for both the first and second quarters of 2000. The
Company is proceeding with its previously announced plan to spin-off
Verabill into a separate company and has retained the services of an
investment banker to assist in that process. The purpose of the proposed
spin-off is to provide complete focus and the additional resources to
accelerate product development and expand sales and marketing efforts as
required to move forward in this growing market. It is too early in the
process to ascertain if the proposed spin-off will be accomplished as
planned.
<PAGE>
Sales of Quantum, the Company's comprehensive telemanagement system
for large enterprises, were 14% lower for the first six months of 2000
versus the same six month period of 1999. The decline in sales however,
was the result of the timing of two very significant orders received late
in the second quarter or subsequent to the close of the second quarter.
Both of these orders will contribute significantly to third quarter 2000
sales.
The Company's strategy regarding its Veraweb product and integrated
call accounting, which was targeted at leveraging the large installed based
the Company has with Lucent customers, was also impacted by the disruption
at Lucent during the first half of the year. The Company's Veraweb product
monitors network usage. The Company continues to believe that it is only
a matter of time before a significant portion of companies with Internet
access will require a product with Veraweb's capabilities. In anticipation
of this emerging market, the Company continues to move forward with
enhancements and refinement to the product and to expand its sales efforts
through the Lucent/Avaya channel and through other distributors in the
United States and Europe.
For the quarter ended June 30, 2000 product sales accounted for 44% of
total sales, with the remaining 56% derived from services such as
maintenance and support, training, and installation. For the six months
ended June 30, 2000 product sales accounted for 51% of total sales and
services accounted for 49% of the total.
Gross Margins for the three and six months ended June 30, 2000 were
76% and 80%, respectively. This compares with gross margin percentages of
86% and 87% for the same three and six month periods of 1999. The lower
margins are due to overhead and amortization costs, both relatively fixed
in nature, being applied to the lower sales revenues. Gross margins are
expected to improve as sales volume increases.
Net engineering and development expenses of $1,602,293 for the three
months ended June 30, 2000 were 10% higher than the expense recognized for
the same three month period of 1999. Net engineering and development
expense of $3,500,235 for the six months ended June 30, 2000 increased 44%
from the $2,429,946 of expense incurred for the six months ended June 30,
1999. The table below details gross engineering and development expenses,
costs capitalized, and net engineering and development expenses for the
three and six month periods ended June 30, 2000.
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30 JUNE 30
2000 1999 2000 1999
<S> <C> <C> <C> <C>
GROSS EXPENDITURES FOR ENGINEERING &
DEVELOPMENT $1,674,381 $1,451,616 $3,606,009 $2,823,853
LESS: DEVELOPMENT COSTS CAPITALIZED (72,088) - (105,774) (393,907)
---------- ---------- ---------- ----------
NET EXPENDITURES FOR ENGINEERING &
DEVELOPMENT $1,602,293 $1,451,616 $3,500,235 $2,429,946
========== ========== ========== ==========
</TABLE>
Selling, general, and administrative expense of $4,059,821 for the
three months ended June 30, 2000 increased 3% from the same quarter of
1999. For the six months ended June 30, 2000 selling, general and
administrative expenses of $8,499,252 were 7% higher than for the same six
month period ended June 30, 1999.
The Company incurred a net loss of $3,292,588, or $.40 per share for
the quarter ended June 30, 2000, compared to a net profit of $870,318 or
$0.10 per diluted share for the quarter ended June 30, 1999. For the six
months ended June 30, 2000, the Company has incurred a net loss of
$6,152,553, or $0.76 per share as contrasted with a net profit of
$1,546,930 or $0.18 per diluted share for the six months ended June 30,
1999.
As a result of these losses, the Company has taken measures to
significantly reduce its operating expenses across all functional areas.
During the second quarter the company reduced its staffing level from 266
employees at March 31, 2000 to 196 employees at June 30, 2000. Included in
second quarter results was a charge of approximately $146,000 related to
severance and other costs associated with this employment reduction. As a
result, the Company expects its operating expenses to be reduced by
approximately $1.5 million per quarter for the balance of 2000 as compared
to the levels seen in both the first and second quarters of 2000.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's total cash position (cash on hand plus short-term
investments) at June 30, 2000 was $2,576,988. This compares with a total
cash position of $8,031,768 at December 31, 1999. The decline in the cash
position reflects a combination of the significantly lower sales volumes
resulting for the first six months of 2000 as well as an expenditure of
approximately $1,700,000 associated with the Company's acquisition of The
Angeles Group, completed in January 2000. During the second quarter the
company undertook a number of initiatives including the staffing reductions
referred to earlier in this filing, and the deferral of certain capital
expenditures to reduce the overall rate of cash utilization, until such
time as an increase in the order rate is realized.
Accounts receivable of $1,316,012 at June 30, 2000 declined from
$3,821,244 at December 31, 1999. The decline is directly attributable to
the lower sales volumes achieved for the first half of 2000. There have
been no significant changes in the payment habits of the Company's major
customers.
Capital equipment spending for the first six months of 2000 totaled
$269,784, a significant decrease from the $1,356,125 of capital spending
incurred during the first six months of 1999. As mentioned above, capital
spending will continue at a rate greatly reduced from those levels seen in
1999.
Software development costs capitalized and carried on the balance
sheet at June 30, 2000 are $2,278,701 versus $2,691,807 at December 31,
1999. During the six months ended June 30, 2000, the Company capitalized
$105,774 of development efforts against current projects, and amortized
$518,800 of previously capitalized costs, all of which were associated with
the Company's Verabill and DNT product lines.
Total current liabilities have declined by 24% from the December 31,
1999 balance of $6,803,683 to $5,187,454 at June 30, 2000. The largest
decline in current liabilities was in deferred revenue, which decreased 30%
from December 31, 1999 to $2,476,014 at June 30, 2000. Deferred revenues
represent the amount of unrecognized revenues related to a variety of
services for which the Company has billed customers, but has not yet
performed the associated service. These services typically include
training, installation, custom rate updates, and maintenance and support.
The decline stems from the lower sales volumes realized for the first six
months of 2000, as compared with the quarterly sales revenues achieved
throughout 1999.
As a result of the operating losses incurred during the first and
second quarters of 2000, Stockholders' Equity at June 30, 2000 was
$4,002,900 versus $10,231,116 at December 31, 2000.
The Company maintains a private equity line of credit agreement with a
single institutional investor. Under the equity line, the Company has the
right to sell to the investor shares of the Company's common stock at a
price equal to 88% of the average bid price of the stock for the subsequent
ten trading days. During the term of the agreement the Company may sell up
to $6 million to this investor, with no more than $500,000 in any single
<PAGE>
month. On March 29, 2000, the expiration date of this agreement was
extended from August 30, 2000 to August 30, 2001. There have been no
transactions under this agreement during the first or second quarters of
2000.
The Company also maintains an agreement with a major commercial bank
for a secured demand line of credit arrangement in the amount of
$3,000,000. In August 1999, the Company entered into an agreement with the
same bank for a $7,000,000, three year acquisition revolving credit
facility. This is in addition to the $3,000,000 demand line of credit
agreement referenced above. There have been no borrowings against either
agreement as of June 30, 2000.
The Company has taken a number of steps during the first and second
quarters of 2000 toward maintaining sufficient financial resources to carry
out its operating plans. The most significant of these actions has been a
phased reduction in staffing levels to match the current sales forecast for
the balance of the year. Employment at June 30, 2000 was 196 employees
versus 266 at March 31, 2000. In addition, the Company has delayed non-
essential capital equipment spending and is closely monitoring other
operating expenses, particularly travel and entertainment and outside
professional service expenses.
Given the actions taken above, as well as the credit arrangements
currently in place, the Company believes that it will have sufficient
financial resources available to carry out its operating objectives for the
next twelve months.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(1) Registrant's Condensed Financial Statements for the three and six months
ended June 30, 2000 and 1999 are set forth in Part I, Item 1 of this
Quarterly Report on Form 10-Q.
(1) Calculation of earnings per share.
(2) On April 3, 2000, the Company filed a report on form 8-K announcing a
change in the Company's certifying accountants, effective March 28, 2000.
The Company's Board of Directors approved the engagement of the accounting
firm of PricewaterhouseCoopers LLP as independent auditors for the Company
and its Divisions and subsidiaries for the year ending December 31, 2000,
subject to approval of stockholders. The audit relationship between the
Company and its past independent auditors, Arthur Andersen LLP was
continued through an orderly completion of all matters related to the year
which ended December 31, 1999. During the two most recent fiscal years
and interim period subsequent to December 31, 1999, there were no
disagreements with Arthur Andersen LLP or any matter of accounting
principles or parties, financial statements disclosure, or auditing scope
or procedure.
<PAGE>
EXHIBIT A: (2)
VERAMARK TECHNOLOGIES, INC.
CALCULATIONS OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Basic
Net Income (Loss) $(3,292,588) $ 870,318 $(6,152,553) $1,546,930
=========== ========== =========== ==========
Weighted Average Shares Outstanding 8,065,380 7,941,032 8,052,539 7,946,010
=========== ========== =========== ==========
Income (Loss) Per Common Share $ .(40) $ .11 $ (.76) $ .19
====== ===== ====== =====
DILUTED
Net Income (Loss) $(3,292,588) $ 870,318 $(6,152,553) $1,546,930
=========== ========== =========== ==========
Weighted Average Shares Outstanding 8,065,380 7,941,032 8,052,539 7,946,010
Additional Dilutive Effect of Stock
Options and Warrants after
Application of Treasury Stock Method - 417,958 - 515,669
----------- ---------- ----------- ----------
Weighted Average Shares Outstanding 8,065,380 8,358,990 8,052,539 8,461,679
=========== ========== =========== ==========
Income (Loss) per Common Share and
Common Equivalent Share $ (.40) $ .10 $ (.76) $ .18
====== ===== ====== =====
</TABLE>
<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.
VERAMARK TECHNOLOGIES, INC.
REGISTRANT
Date: August 14, 2000
_____________________________________
David G. Mazzella
President and CEO
Date: August 14, 2000
_____________________________________
Ronald C. Lundy
Treasurer (Chief Accounting Officer)
<PAGE>
