SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 1-9341
HOWTEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0377419
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
21 Park Avenue, Hudson, New Hampshire 03051
(Address of principal executive offices) (Zip Code)
(603) 882-5200
(Registrant's telephone number, including area code)
Not Applicable
(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 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 requirement for the past 90 days. YES __X__ NO _____.
As of the close of business on August 4, 1999 there were 12,919,296 shares
outstanding of the issuer's Common Stock, $.01 par value.
<PAGE>
HOWTEK, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheets as of June 30, 1999
(unaudited) and December 31, 1998 3
Statements of Operations for the three month periods
ended June 30, 1999 and 1998 (unaudited) and for the six
month periods ended June 30, 1999 and 1998
(unaudited) 4
Statement of Changes in Stockholders' Equity
for the six month period ended June 30, 1999
(unaudited) 5
Statements of Cash Flows for the six month periods
ended June 30, 1999 and 1998 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-13
Item 3 Quantitative and Qualitative Disclosures about Market Risk 13
PART II OTHER INFORMATION
Item 2 Changes in Securities 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 15
2
<PAGE>
HOWTEK, INC.
Balance Sheets
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 260,944 $ 182,724
Accounts receivable:
Trade-net of allowance for doubtful accounts
of $91,000 in 1999 and $118,000 in 1998 1,759,799 1,570,081
Inventory 2,850,916 2,927,082
Prepaid and other 114,881 118,689
------------ ------------
Total current assets 4,986,540 4,798,576
------------ ------------
Property and equipment:
Equipment 2,601,603 2,534,635
Leasehold improvements 31,565 27,765
Motor vehicles 6,050 6,050
------------ ------------
2,639,218 2,568,450
Less accumulated depreciation and amortization 1,921,303 1,717,445
------------ ------------
Net property and equipment 717,915 851,005
------------ ------------
Other assets:
Software development costs, net 540,187 626,577
Debt issuance costs, net 47,503 57,682
Patents, net 15,174 17,581
------------ ------------
Total other assets 602,864 701,840
------------ ------------
Total assets $ 6,307,319 $ 6,351,421
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,454,622 $ 1,086,775
Accrued interest 91,462 37,641
Accrued vacation pay 91,657 84,875
Accrued expenses 157,966 224,704
Loan payable to related parties 700,000 765,000
------------ ------------
Total current liabilities 2,495,707 2,198,995
Loan payable to related parties 280,000 --
Loan payable to unrelated parties 660,000 --
Convertible subordinated debentures 117,000 1,881,000
------------ ------------
Total liabilities 3,552,707 4,079,995
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock, $ .01 par value: authorized
25,000,000 shares; issued 12,987,172 in 1999
and 11,128,082 shares in 1998; outstanding
12,919,296 in 1999 and 11,060,206 shares in 1998 129,871 111,281
Additional paid-in capital 51,444,551 47,938,799
Accumulated deficit (47,869,546) (44,828,390)
Treasury stock at cost (67,876 shares) (950,264) (950,264)
------------ ------------
Stockholders' equity 2,754,612 2,271,426
------------ ------------
Total liabilities and stockholders' equity $ 6,307,319 $ 6,351,421
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
HOWTEK, INC.
Statements of Operations
<TABLE>
<CAPTION>
Three Months Six Months
June 30, June 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Sales $ 1,902,608 $ 1,171,625 $ 3,463,741 $ 2,125,882
Cost of Sales 1,416,882 1,017,521 2,721,239 1,893,832
------------ ------------ ------------ ------------
Gross Margin 485,726 154,104 742,502 232,050
------------ ------------ ------------ ------------
Operating expenses:
Engineering and product development 177,166 254,186 427,599 509,365
General and administrative 212,238 327,198 766,544 689,618
Marketing and sales 406,411 336,963 861,302 801,156
------------ ------------ ------------ ------------
Total operating expenses 795,815 918,347 2,055,445 2,000,139
------------ ------------ ------------ ------------
Loss from operations (310,089) (764,243) (1,312,943) (1,768,089)
Interest expense - net 33,619 54,673 1,728,213 104,009
------------ ------------ ------------ ------------
Net loss $ (343,708) $ (818,916) $ (3,041,156) $ (1,872,098)
============ ============ ============ ============
Net loss per share
Basic and diluted $ (0.03) $ (0.08) $ (0.25) $ (0.20)
Weighted average number of shares used
in computing earnings per share
Basic and diluted 12,826,296 9,961,305 12,245,069 9,513,245
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
HOWTEK, INC.
Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
Common Stock
-------------------------- Additional
Number of Paid-in Accumulated Treasury Stockholders'
Shares Issued Par Value Capital Deficit Stock Equity
------------- -------- ----------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 11,128,082 $111,281 $47,938,799 $(44,828,390) $(950,264) $ 2,271,426
Issuance of common stock relative
to conversion of Convertible
Subordinated Debentures 1,764,000 17,639 3,417,519 3,435,158
Issuance of common stock
for payment of debt 95,090 951 88,233 89,184
Net loss -- -- -- (3,041,156) -- (3,041,156)
---------- -------- ----------- ------------ --------- -----------
Balance at June 30, 1999 12,987,172 $129,871 $51,444,551 $(47,869,546) $(950,264) $ 2,754,612
========== ======== =========== ============ ========= ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
HOWTEK, INC.
Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Six Months
June 30, 1999 June 30, 1998
------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,041,156) $(1,872,098)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation 203,858 214,711
Amortization 150,587 110,582
Interest relative to conversion of Convertible 1,671,158 --
Subordinated Debentures
(Increase) decrease:
Accounts receivable (189,718) 514,581
Inventory 76,166 252,588
Other current assets 3,808 (60,283)
Increase (decrease):
Accounts payable 367,847 (251,874)
Accrued expenses (6,135) (35,269)
----------- -----------
Total adjustments 2,277,571 745,036
----------- -----------
Net cash used for operating activities (763,585) (1,127,062)
----------- -----------
Cash flows from investing activities:
Patents, software development and other (51,611) (86,033)
Additions to property and equipment (70,768) (96,929)
----------- -----------
Net cash used for investing activities (122,379) (182,962)
----------- -----------
Cash flows from financing activities:
Issuance of common stock for cash 89,184 1,709,466
Proceeds of loan from related parties 215,000 --
-----------
Proceeds of loan from unrelated parties 660,000 --
----------- -----------
Net cash provided by financing activities 964,184 1,709,466
----------- -----------
Increase (decrease) in cash and equivalents 78,220 399,442
Cash and equivalents, beginning of period 182,724 235,326
----------- -----------
Cash and equivalents, end of period $ 260,944 $ 634,768
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid $ 5,265 $ 107,611
=========== ===========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
HOWTEK, INC.
Notes to Financial Statements
June 30, 1999
(1) Accounting Policies
In the opinion of management all adjustments and accruals (consisting
only of normal recurring adjustments) which are necessary for a fair
presentation of operating results are reflected in the accompanying
financial statements. Reference should be made to Howtek, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998 for a summary of
significant accounting policies. Interim period amounts are not necessarily
indicative of the results of operations for the full fiscal year.
(2) Loan Payable to Related Party
The Company has a Convertible Revolving Credit Promissory Note ("the
Convertible Note") and Revolving Loan and Security Agreement (the "Loan
Agreement") with Mr. Robert Howard, Chairman of the Board of Directors of
the Company, under which Mr. Howard has agreed to advance funds, or to
provide guarantees of advances made by third parties in an amount up to
$3,000,000. Outstanding advances are collateralized by substantially all of
the assets of the Company and bear interest at prime interest rate plus 2%.
The Convertible Note entitles Mr. Howard to convert outstanding advances
into shares of the Company's common stock at any time based on the
outstanding closing market price of the Company's common stock at the time
each advance is made.
As of June 30, 1999, the Company had $3,000,000 available for future
borrowings under the Loan Agreement.
In the third quarter of 1998, the Company borrowed, (i) $565,000 from Mr.
Robert Howard, the Company's Chairman, and (ii) $200,000 from Dr. Lawrence
Howard, the son of Mr. Robert Howard, pursuant to Secured Demand Notes and
Security Agreements (the "Notes"). Principal on the Notes are due and
payable in full, together with interest accrued and any penalties provided
for, on demand. Under the terms of the Notes the Company agreed to pay
interest at the lower rate of (a) 12% per annum, compounded monthly or (b)
the maximum rate permitted by applicable law. The Notes currently bear
interest at 12%. Payment of the Notes is secured by a security interest in
certain assets of the Company. In February 1999, the Company repaid $65,000
to Mr. Robert Howard. As of June 30, 1999, the Company owed (i) $500,000 to
Mr. Robert Howard, and (ii) $200,000 to Dr. Lawrence Howard.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
Certain information included in this Item 2. and elsewhere in this Form 10-Q
that are not historical facts contain forward looking statements that involve a
number of known and unknown risks, uncertainties and other factors that could
cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievement
expressed or implied by such forward looking statements. These risks and
uncertainties include, but are not limited to, uncertainty of future sales
levels, protection of patents and other proprietary rights, the impact of supply
and manufacturing constraints or difficulties, possible technological
obsolescence of products, competition, the failure of the Company or key third
parties with which the Company does business to achieve year 2000 compliance and
other risks detailed in the Company's Securities and Exchange Commission
filings. The words "believe", "expect", "anticipate" and "seek" and similar
expressions identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date the statement was made.
Results of Operations
Overview
Since beginning a turn-around program in early 1998, Howtek has become more
focused on medical product opportunities and has demonstrated consistent year to
year growth in medical product sales. The Company believes its MultiRAD(TM)
radiological film digitizers are distinguished in markets for computer assisted
mammography, teleradiology and medical image archiving on the basis of
proprietary, solid state "Red LED" illumination systems, elimination of
fluorescent tubes, superior image quality and value. The Company's medical
business operates at higher gross margins than Howtek's traditional graphic arts
business. Further, because the Company works primarily with systems integrators
in the sale of Howtek medical film digitizers, operating costs associated with
support of the medical product business are lower than comparable costs in the
Company's traditional graphic arts segment. For these reasons, increased medical
sales are expected to be a continuing and increasingly important factor in
Howtek's plan to improve its overall financial performance.
Howtek has now completed updating all key graphic arts hardware and
software product lines. The Company introduced its new HiResolve(TM) line of
exceptionally high-resolution drum scanners during the fourth quarter of 1998.
During the first quarter of 1999, Howtek secured exclusive rights to market and
sell the award winning Scanview flatbed scanner line in the United States and
Canada, with the first sales of Scanview products occurring at the end of March
1999. In February 1999, Howtek introduced the Digital PhotoLab(TM) software
system, acquired on an exclusive basis from a third party. Digital PhotoLab is
used together with Howtek drum scanners to meet the needs of photo professionals
using negative original images, producing final images on high-speed
photographic paper, and printing on a new generation of wide format color inkjet
printers.
8
<PAGE>
An additional element in the Company's improved performance has been a
rethinking and a restructuring of the way Howtek operates, to achieve more
productivity while reducing costs. In manufacturing, the Company is now working
with a series of high-value manufacturing resources to outsource key
manufacturing tasks and components. This process is substantially complete for
the Company's medical products, and is expected to be completed for the
Company's graphic arts products, with limited exceptions, by the end of the
third quarter of 1999. This outsourcing has permitted a substantial reduction in
direct and indirect manufacturing costs and expenses. In other operating areas,
the Company has achieved overall expense reductions while increasing sales and
while increasing its investments in marketing and sales activities.
Quarter Ended June 30, 1999 compared to Quarter Ended June 30, 1998
Sales. Sales for the three months ended June 30, 1999 were $1,902,608, an
increase of $730,983 or 62% from the comparable period in 1998. Sales for the
six months ended June 30, 1999 were $3,463,741, an increase of $1,337,859 or 63%
from the comparable period in 1998.
The Company continues to emphasize its medical business opportunities. Sales of
the Company's medical imaging products increased 65% from $253,870 in the
quarter ended June 30, 1998 to $419,469 over the comparable period in 1999, and
increased 66% from $429,174 in the six month period ended June 30, 1998 to
$714,123 for the six month period ended June 30, 1999. Sales of the Company's
prepress and graphic arts products increased 52%, from $712,514 in the quarter
ended June 30, 1998 to $1,081,043 over the comparable period in 1999, and
increased 63% from $1,211,270 in the six month period ended June 30, 1998 to
$1,979,322 for the six month period ended June 30, 1999. Increased sales are
attributed by management to the introduction of its new HiResolve drum scanner
product during the fourth quarter of 1998, the introduction of its new Digital
PhotoLab products in the first quarter of 1999, and increased marketing and
advertising investments. Also, during the first quarter of 1999, the Company
completed its exclusive agreement to market and sell the award winning Scanview
flatbed scanner line in the United States and Canada, with its first sales
occurring at the end of March 1999.
During the second quarter of 1999 the Company revised its domestic graphic arts
sales program, with an increased emphasis on direct mail, telephone
identification, screening and qualification of prospects, and a balance between
dealer driven and direct sales efforts. Contribution to overall sales through
this direct sales channel is expected to increase in future periods.
Gross Margins. Gross margins for the three and six month periods ended June 30,
1999 increased to 26% and 21%, respectively, from 13% and 11%, respectively, in
the comparable periods in 1998. Gross margins have improved, and are expected to
further improve during 1999, as a result of reduced production overhead and
indirect production expenses, associated with the Company's continuing overhead
and expense control measures and with the Company's increased outsourcing of
production and assembly services. Production overhead and indirect production
costs have declined in absolute terms, and are expected to continue to decline
over the immediate future; at the same time, sales have increased, decreasing
such production costs as a percentage of sales. Both factors continue to
contribute to improved margins.
9
<PAGE>
Engineering and Product Development. Engineering and product development costs
for the three month period ended June 30, 1999 decreased 30% from $254,186 in
1998 to $177,166 in 1999. Engineering and product development costs for the six
month period ended June 30, 1999 decreased 16% from $509,365 in 1998 to $427,599
in 1999. The decrease results primarily from reductions in personnel expenses.
The Company expects to continue reducing costs and overhead associated with
engineering and product development, in absolute terms as a percentage of sales,
as it increases its utilization of outside and contract engineering resources as
appropriate. In general, the Company seeks to shift its engineering and
development priorities, and the allocation of its engineering and development
resources, to its medical business opportunities.
General and Administrative. General and administrative expenses in the three
month period ended June 30, 1999 decreased 35% from $327,198 in 1998 to $212,238
in 1999. General and administrative expenses in the six month period ended June
30, 1999 increased due to the $186,662 returns reserve established in the first
quarter of 1999 to permit the Company to take back discontinued HiDemand 400
graphic arts scanner products to encourage resellers and customers to acquire
new Scanview products, especially in reseller demonstration locations, and a
non-recurring expense of $21,142 associated with the write off of tooling and
inventories associated with the discontinued HiDemand 400 product. Prior to
accounting for this reserve, and write down, the general and administrative
expenses for the six month period ended June 30, 1999, decreased 19% from
$689,618 in 1998 to $558,740 in 1999. This decrease is due primarily to
reductions in personnel expenses. Giving effect to the HiDemand 400 reserve and
write downs, the general and administrative expenses for the six month period
ended June 30, 1999 were $766,544 in 1999. The Company expects general and
administrative expenses to decline during the balance of 1999 as compared to
1998, as a percentage of sales and in absolute terms.
Marketing and Sales Expenses. Marketing and sales expenses in the three month
period ended June 30, 1999 increased 21% from $336,963 in 1998 to $406,411 in
1999. Marketing and sales expense in the six month period ended June 30, 1999
increased slightly from $801,156 in 1998 to $861,302 in 1999. The increase
results primarily from increases in advertising, promotional and trade show
expenses. Commissions payable to inside sales representatives increased as a
result of increased sales. Effective in April of 1999, the Company changed its
sales compensation structure to provide compensation on the basis of gross
margins, rather than net sales. The Company expects marketing and sales expenses
to increase in 1999 as compared to 1998, while remaining relatively constant as
a percentage of sales.
Interest Expense. Net interest expense of $1,728,213 for the six month period
ended June 30, 1999 includes interest expense of $1,671,158 relative to the
conversion of Convertible Subordinated Debentures as required by Statement of
Financial Accounting Standards No. 84, "Induced Conversions of Convertible
Debt". This charge is wholly offset by a corresponding accounting increase to
additional paid-in capital by $1,671,158. The charge and corresponding benefit
relate to the conversion to equity during the first quarter of 1999 of
$1,764,000 of the Company's previously outstanding 9% Convertible Subordinated
Debentures, due 2001 (the "9% Debenture"). In December 1998, the Company
provided for a temporary reduction in the conversion price of the 9% Debenture
to encourage conversion to common stock, and thereby reduce cash interest
expenses, and sinking fund payments associated with the 9% Debenture. See
"Liquidity and Capital Resources".
10
<PAGE>
As a result of the foregoing, the Company recorded a net loss of $343,708 or
$0.03 per share for the quarter ended June 30, 1999 on sales of $1,902,608
compared to a net loss of $818,916 or $0.08 per share for the same period in
1998 on sales of $1,171,625.
Liquidity and Capital Resources
The Company's ability to generate cash adequate to meet its requirements depends
primarily on operating cash flow and the availability of a $3,000,000 credit
line under a Convertible Note and Revolving Loan and Security Agreement with its
Chairman, of which $3,000,000 was available at June 30, 1999.
At June 30, 1999 the Company had current assets of $4,986,540, current
liabilities of $2,495,707 and working capital of $2,490,833. The ratio of
current assets to current liabilities was 2:1
In the third quarter of 1998, the Company borrowed, (i) $565,000 from Mr. Robert
Howard, the Company's Chairman, and (ii) $200,000 from Dr. Lawrence Howard, the
son of Mr. Robert Howard, pursuant to Secured Demand Notes and Security
Agreements (The "Notes"). Principal on these Notes are due and payable in full,
together with interest accrued and any penalties provided for, on demand. Under
the terms of the Notes the Company agreed to pay interest at the lower rate of
(a) 12% per annum, compounded monthly or (b) the maximum rate permitted by
applicable law. The Notes currently bear interest at 12%. Payment of the Notes
is secured by a security interest in certain assets of the Company.
In February 1999, the Company repaid $65,000 to Mr. Robert Howard. As of June
30, 1999, the Company owed (i) $500,000 to Mr. Robert Howard, and (ii) $200,000
to Dr. Lawrence Howard. The Company believes it can adequately fund its working
capital and capital equipment requirements based upon its anticipated level of
sales for 1999 and the line of credit available under the Revolving Loan
Agreement with its Chairman.
As of December 31, 1998, the Company's outstanding balance on its $8,000,000, 9%
Convertible Subordinated Debentures (the "Debentures"), which come due 2001, was
$1,881,000. The Debentures were convertible into common stock of the Company at
the conversion price of $19.00 per share, subject to adjustment in certain
events. On December 31, 1998, the Company and the Trustee of the Debentures
entered into a Second Supplemental Indenture (the "Agreement"). The purpose of
the Agreement was to reduce the conversion price for the Debentures from $19.00
per share to $1.00 per share, subject to adjustment as set forth in the
Indenture, during the period from December 31, 1998 through March 23, 1999.
Under the Agreement, Debentures owned by related parties in the principal amount
of $300,000 were converted into 300,000 shares of Common Stock, at the
conversion price of $1.00 per share on December 31, 1998. Interest expense and
corresponding credit to additional paid-in capital of $284,211 were recorded
relative to the conversion of Convertible Subordinated Debentures as required in
terms of Statement of Financial Accounting Standards No. 84, ("SFAS No. 84")
"Induced Conversions of Convertible Debt".
11
<PAGE>
During the period from January 1, 1999 through March 23, 1999 Debentures in the
principal amount of $1,764,000 were converted into 1,764,000 shares of Common
Stock, at the conversion price of $1.00 per share. Interest expense and
corresponding credit to additional paid-in capital of $1,671,158 was recorded
relative to the conversion of Convertible Subordinated Debentures as required in
terms of SFAS No. 84. As of June 30, 1999 there was $117,000 in principal amount
of Debentures outstanding.
During the first six months of 1999, the Company borrowed, (i) $660,000 from
unrelated parties, (ii) $30,000 from Mr. W. Scott Parr, the Company's President,
Chief Executive Officer, and (iii) $250,000 from Mr. Robert Howard, the
Company's Chairman, pursuant to Convertible Promissory Notes (the "Promissory
Notes"). Principal on these Promissory Notes are payable in equal payments based
on the borrowed amount at the end of each quarter starting March 31, 2003
through December 31, 2006. Under the terms of the Promissory Notes the Company
agreed to pay interest at a fixed rated of 7% per annum, beginning on December
31, 1999 and each succeeding year during the terms hereof. At the Company's
option it may pay the interest in either cash or in restricted shares of the
Company's common stock, or in any combination thereof. Interest paid in shares
of the Company's common stock will be paid at the greater of $1.00 per share or
the average per share closing market price at the time each interest payment is
due. The Promissory Notes entitles the payees to convert outstanding principal
due into shares of the Company's common stock at $1.00 per share.
Subsequent Events
In July 1999, the Company borrowed an additional $60,000 from Mr. Robert Howard
and issued an equal principal amount of Promissory Notes.
Impact of the Year 2000
Many currently installed computer systems and software programs were designed to
use only a two-digit date field. These date code fields will need to accept four
digit entries to distinguish 21st century dates from 20th century dates. Until
the date fields are updated, the systems and programs could fail or give
erroneous results when referencing dates following December 31, 1999. Such
failure or errors could occur prior to the actual change in century. This
potential problem is referred to as the "Year 2000" or "Y2K" issue.
In 1998, the Company established a review program to address the Year 2000
issue. The effort encompasses hardware, software, networks, personal computers,
manufacturing and other facilities, and suppliers. The target date to correct
and revise its system problems is September 30, 1999. The Company is currently
assessing alternative manufacturing and financial control systems. The Company's
products are not date aware and do not present a Year 2000 problem to its
customers.
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely
12
<PAGE>
affect the Company's results of operations, liquidity and financial condition.
Due to the general uncertainty inherent in the Year 2000 problem, resulting in
part from the uncertainty of the Year 2000 readiness of third-party suppliers,
the Company is unable to determine at this time whether the consequences of the
Year 2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition. The Company believes that, with
the completion of its review program as scheduled and the implementation of new
business systems, the possibility of significant interruptions of normal
operations should be reduced.
Costs related to the Year 2000 issue are expensed as incurred and are funded
through operating cash flows. The total cost associated with required
modifications to become Year 2000 compliant is not expected to be material to
the Company's financial position. The estimated total cost of the Year 2000
program is approximately $40,000. The Company expensed approximately $5,000
related to the cost of upgrading non-compliant hardware. Time and cost estimates
are based on currently available information and could be affected by the
ability to correct all relevant computer codes and equipment.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
PART II OTHER INFORMATION
Item 2. Changes in Securities
During the first six months of 1999, the Company entered into an agreement
to borrow $940,000 pursuant to Promissory Notes. See "Liquidity and Capital
Resources". These notes were issued in a private offering pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933
and; or Regulation D thereunder.
Item 5. Other Information
The bid price for the Company's common stock has recently fallen below the
$1 bid level required for continued trading of the Company's common stock on the
Nasdaq Small Cap Market. The Company has been notified by Nasdaq that its
listing will be reviewed by Nasdaq in October, 1999, to determine whether
required bid levels have been achieved. If the bid price continues to be below
the level required by Nasdaq the Company may seek an extension of time to take
corrective actions, which may consist of or include effecting a reverse stock
split of its common stock. The Company cannot assure that its common stock will
continue to be traded on the Nasdaq Market.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Form of Convertible Promissory Note between investors and the Company.
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Howtek, Inc.
(Company)
Date: August 13, 1999 By: /s/ W. Scott Parr
-----------------------------------
W. Scott Parr
President, Chief Executive Officer,
Director
Date: August 13, 1999 By: /s/ Annette L. Heroux
-----------------------------------
Annette L. Heroux
Vice President Finance,
Chief Financial Officer
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EXHIBIT 10.1
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN OPINION OF
COUNSEL, SATISFACTORY TO HOWTEK, INC., IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION
CONVERTIBLE PROMISSORY NOTE
$______________ Hudson, New Hampshire
______________, 1999
FOR VALUE RECEIVED, the undersigned, HOWTEK, INC., a Delaware corporation,
with its principal place of business at 21 Park Avenue, Hudson, New Hampshire
03051 (the "Borrower"), promises to pay to the order of __________________, with
a residence or principal place of business of _____________________________ or
his designee (the "Payee"), at such residence or place of business or such other
place as the Payee shall hereafter specify in writing to the Borrower, the
principal sum of $_____________________, together with the interest, all as
provided for below.
Principal and interest hereunder shall be payable as follows:
(1) On December 31, 1999 and on December 31 of each succeeding year during
the term hereof, the Borrower shall make payments of interest in the
amount and in the form specified herein; and
(2) On March 31, 2003 and on each succeeding June 30, September 30,
December 31 and March 31, through December 31, 2006, the Borrower
shall make equal payments of principal in the amount of $_______.
Interest shall be calculated and charged daily on the basis of a 360 day
banking year on the unpaid principal balance outstanding from time to time. The
interest rate hereunder shall be a fixed rate equal to seven percent (7.0%) per
annum.
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All cash payments on this Note shall be made in such currency of the United
States of America as shall be legal tender for payment of public and private
debts. Any payment which shall fall due on a Saturday, Sunday or public holiday
in the State of New Hampshire, shall be made on the next succeeding business
day, and in the case of a principal payment, interest shall continue to accrue
on the amount of such payment until the same has been made to Payee.
Notwithstanding anything herein to the contrary, interest hereunder may be
paid, at the Borrower's option, in either cash or in restricted shares of common
stock, $.01 par value per share, of the Borrower (the "Common Stock") or in any
combination thereof. If any payment of interest is paid in shares of Common
Stock, the number of shares of Common Stock to be issued by Borrower to the
Payee shall equal the largest whole number of shares determined by dividing the
amount of interest then payable to the Payee by the greater of (i) $1.00 or (ii)
the average per share closing price of a share of the Common Stock, (as reported
by, as the case may be, on the principal exchange on which the shares of Common
Stock are then traded, or, the Nasdaq Stock Market, Inc. if the Common Stock is
then traded on either Nasdaq or the Over-the Counter Bulletin Board), for the 10
trading days preceding the date on which interest is payable.
The Payee shall have the right at his option, by delivering 10 days'
written notice to the Borrower at its principal executive office together with
this Note, to convert into shares of restricted Common Stock, any unpaid
principal balance of this Note together with accrued and unpaid interest
thereon. The number of shares of Common Stock to be issued upon any such
conversion shall equal to the largest whole number determined by dividing the
total amount of any unpaid principal balance hereof and any accrued and unpaid
interest thereon by $1.00. The notice shall specify the number of shares of
Common Stock to be acquired, the principal amount, and interest, if any, (as
calculated by the Payee) and the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. The foregoing
notwithstanding, no holder of this Note shall be entitled to transfer this Note
by conversion without first complying with all applicable restrictions on the
transfer of this Note. The conversion will be deemed to have occurred upon the
date of such delivery and the person entitled to receive share certificates for
Common Stock shall be regarded for all corporate purposes from and after such
date as the record holder of the number of shares to which it is entitled upon
the conversion. The Borrower may rely on record ownership of this Note for all
corporate purposes, notwithstanding any contrary notice.
The Borrower may, in the event of either (i) the average per share closing
price of the Common Stock for any 10 day trading period equaling or exceeding
$2.50, or (ii) any merger or consolidation of Borrower or sale of substantially
all
17
<PAGE>
of the Borrower's assets or other corporate transaction requiring the approval
of Borrower's shareholders, by delivering, within 10 days of such event, 10
days' written notice to the holder hereof, require the Payee hereof to accept
the transfer to the Payee in full satisfaction of any unpaid principal balance
of this Note or accrued and unpaid interest thereon, that number of shares of
Common Stock equal to the largest whole number determined by dividing the total
of any unpaid principal balance hereof and any accrued and unpaid interest
thereon by the average per share closing price of the shares of Common Stock for
the 10 trading days preceding the date of such notice.
The Borrower may at any time, without penalty, upon 20 days' written notice
to the Payee, prepay the unpaid principal balance and any accrued but unpaid
interest hereof, subject to the Payee's rights as set forth herein to require
the Borrower to transfer to the Payee, or his designee, shares of Common Stock
in full satisfaction of the unpaid balance and unpaid interest thereon.
Notwithstanding anything herein to the contrary, any stock split, dividend,
or similar division of shares of Common Stock or combination or reverse split of
the Common Stock, or if shares of Common Stock changed into the same or a
different number of type of securities whether by capital reorganization,
reclassification or otherwise, then the number of shares of Common Stock to be
issued upon conversion of this Note or in lieu of the cash payment of interest
due on this Note as provided above, shall be equitably adjusted by the Borrower
to a new number of shares of Common Stock, proportionately reduced in the event
of a combination or reverse split or increased in the event of a stock split or
subdivision, or other securities to preserve the rights of the Borrower and the
Payee.
Upon the failure of the Borrower to pay principal or interest when due in
accordance with the terms hereof, which failure is not cured within 90 days of
written notice thereof from the Payee, at the option of the Payee, this Note
shall become immediately due and payable in full, without further demand or
notice. The entire principal balance hereof, together with accrued interest,
shall after maturity, whether by acceleration or otherwise, bear interest at the
contract rate of this Note.
The Borrower agrees to pay on demand all reasonable out-of-pocket costs of
collection hereunder, including reasonable attorneys' fees.
No waiver of any right, privilege or remedy or any amendment to this Note
shall be effective unless made in writing and signed by the Borrower and the
Payee. The acceptance by the Payee of any payment after any default shall not
operate to extend the time of payment of any amount then remaining unpaid
hereunder or constitute a waiver of any rights of the Payee hereunder. All
rights and remedies of the Payee, whether granted herein or otherwise, shall be
cumulative and may be exercised singularly or concurrently.
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<PAGE>
The Borrower hereby waives, to the fullest extent permitted by law,
presentment, notice, protest and all other demands and notices of any
description and assents to any extension of the time of payment or any other
indulgence.
This Note may not be modified except by a writing duly executed by the
Borrower and the Payee.
This Note and the obligations of the Borrower and the rights of the Payee
shall be governed by and construed in accordance with the laws of the State of
New Hampshire without giving effect to the choice of laws provisions.
IN WITNESS WHEREOF, the Borrower, acting by and through its duly authorized
officer, has executed this Note on the day and year first hereinbefore stated.
HOWTEK, INC. (the "Borrower")
By: /s/ W. Scott Parr
-----------------------------------
President, Chief Executive Officer
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form
10Q at June 30, 1999 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 260,944
<SECURITIES> 0
<RECEIVABLES> 1,850,799
<ALLOWANCES> 91,000
<INVENTORY> 2,850,916
<CURRENT-ASSETS> 4,986,540
<PP&E> 2,639,218
<DEPRECIATION> 1,921,303
<TOTAL-ASSETS> 6,307,319
<CURRENT-LIABILITIES> 2,495,707
<BONDS> 117,000
0
0
<COMMON> 129,871
<OTHER-SE> 2,624,741
<TOTAL-LIABILITY-AND-EQUITY> 6,307,319
<SALES> 3,463,741
<TOTAL-REVENUES> 3,463,741
<CGS> 2,721,239
<TOTAL-COSTS> 2,721,239
<OTHER-EXPENSES> 427,599
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,728,213
<INCOME-PRETAX> (3,041,156)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,041,156)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,041,156)
<EPS-BASIC> (0.25)
<EPS-DILUTED> (0.25)
</TABLE>
