<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 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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 0-18708
MICROGRAFX, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1952080
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1303 E. ARAPAHO ROAD, RICHARDSON, TEXAS 75081
(Address of principal executive offices) (Zip Code)
(972) 234-1769
(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 October 31, 1997, 10,478,018 shares of the Company's common stock
were outstanding.
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<PAGE> 2
MICROGRAFX, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PART I.
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of 3
September 30, 1997 and June 30, 1997
Consolidated Statements of Operations for the 4
three months ended September 30, 1997 and 1996
Condensed Consolidated Statements of Cash Flows for the 5
three months ended September 30, 1997 and 1996
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II.
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
2
<PAGE> 3
MICROGRAFX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1997 1997
------- -------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 9,707 $11,150
Short-term investments 3,926 3,615
Accounts receivable, less allowances of $4,964 and $4,131 9,419 9,610
Inventories 1,159 1,287
Other current assets 1,699 1,445
------- -------
Total current assets 25,910 27,107
Property and equipment, net 2,490 2,703
Capitalized software development costs
and acquired product rights, net 6,578 6,865
Other assets 2,757 2,437
------- -------
Total assets $37,735 $39,112
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts and notes payable $ 6,279 $ 7,227
Other accrued liabilities 7,082 6,943
------- -------
Total current liabilities 13,361 14,170
Deferred income taxes and other liabilities 1,419 1,414
Shareholders' equity 22,955 23,528
------- -------
Total liabilities and shareholders' equity $37,735 $39,112
======= =======
</TABLE>
See accompanying notes.
3
<PAGE> 4
MICROGRAFX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------
1997 1996
-------- -------
<S> <C> <C>
Net revenues $ 15,531 $16,589
Cost of revenues 4,706 4,602
-------- -------
Gross profit 10,825 11,987
Operating expenses:
Sales and marketing 8,022 7,948
General and administrative 1,510 1,953
Net research and development 2,212 1,821
-------- -------
Total operating expenses 11,744 11,722
-------- -------
Income (loss) from operations (919) 265
Interest income 194 233
Other income (expense), net (117) 9
-------- -------
Total nonoperating income 77 242
-------- -------
Income (loss) before income taxes (842) 507
Income tax provision (benefit) (295) 173
-------- -------
Net income (loss) $ (547) $ 334
======== =======
Income (loss) per share $ (0.05) $ 0.03
======== =======
Shares used in computing
income (loss) per share 10,472 10,443
======== =======
</TABLE>
See accompanying notes.
4
<PAGE> 5
MICROGRAFX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
----------------------
1997 1996
-------- -------
<S> <C> <C>
Net cash flows from operating activities $ 623 $ 697
Cash flows from investing activities:
Proceeds from maturities of short-term investments 403 1,483
Purchases of short-term investments (714) (4,550)
Capitalization of software development costs and
purchases of acquired product rights (1,401) (1,593)
Other (331) (337)
-------- -------
Net cash used in investing activities (2,043) (4,997)
Net cash flows from financing activities -- 60
Effect of exchange rates on cash and cash equivalents (23) (59)
-------- -------
Net decrease in cash and cash equivalents (1,443) (4,299)
Cash and cash equivalents, beginning of period 11,150 13,790
-------- -------
Cash and cash equivalents, end of period $ 9,707 $ 9,491
======== =======
</TABLE>
See accompanying notes.
5
<PAGE> 6
MICROGRAFX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Micrografx, Inc.
and subsidiaries (the "Company") at September 30, 1997, and for the three-month
periods ended September 30, 1997 and 1996 are unaudited but reflect all
adjustments which are of a normal recurring nature and, in the opinion of
management, necessary for a fair presentation of the financial position and
results of operations for the periods presented. The accompanying financial
statements and notes thereto should be read in conjunction with the Company's
audited financial statements for the year ended June 30, 1997, included in the
1997 Annual Report to Shareholders. The results of operations for the period
ended September 30, 1997 are not necessarily indicative of results to be
expected for the year ending June 30, 1998.
INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
September 30, 1997 June 30, 1997
----------- ---------
<S> <C> <C>
Raw materials $ 796 $ 822
Finished goods 363 465
----------- ---------
$ 1,159 $ 1,287
=========== =========
</TABLE>
FOREIGN FORWARD EXCHANGE CONTRACTS
The Company periodically enters into forward foreign exchange contracts to hedge
existing or projected exposure to changing foreign exchange rates. This exposure
results from the Company's foreign operations in countries including Germany,
France, the United Kingdom, the Netherlands, and Japan that are denominated in
currencies other than the U.S. dollar. These forward contracts are not held for
trading purposes. At September 30, 1997, the Company had a forward contract
outstanding to sell 30 million Japanese Yen for approximately $0.3 million. The
difference between the carrying amount and current market settlement value of
the forward contract was not significant.
INCOME (LOSS) PER SHARE
Income (loss) per share (in thousands) for all periods presented is based on the
weighted average common and dilutive equivalent shares outstanding using the
treasury stock method.
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------------
1997 1996
------ ------
<S> <C> <C>
Weighted average common stock
outstanding during the period 10,472 10,223
Common stock equivalents of employee
stock programs -- 220
------ ------
Shares used in primary income (loss)
per share calculation 10,472 10,443
====== ======
</TABLE>
Fully diluted income (loss) per share was not materially different from primary
income (loss) per share for all periods presented.
6
<PAGE> 7
MICROGRAFX, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Micrografx, Inc. ("Micrografx" or the "Company") was founded in 1982 and
incorporated in 1984 in the state of Texas. Micrografx develops and markets
graphics software which enhances visual communication and empowers creative
expression.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
relationship to net revenues of certain items in the Company's Consolidated
Statements of Operations. Historical results and percentage relationships are
not necessarily indicative of operating results for any future period.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1997 1996
----------- ---------
<S> <C> <C>
Net revenues 100% 100%
Cost of revenues 30% 28%
Gross profit 70% 72%
Operating expenses:
Sales and marketing 52% 48%
General and administrative 10% 11%
Research and development 14% 11%
Total operating expenses 76% 70%
Income (loss) from operations (6%) 2%
Non operating income 1% 1%
Income (loss) before income taxes (5%) 3%
Income tax provision (benefit) (2%) 1%
Net income (loss) (3%) 2%
</TABLE>
7
<PAGE> 8
The following table sets forth net revenues by product category and the
percentage relationship to total net revenues. The Enterprise Graphics category
includes FlowCharter(R), Optima!(TM), Graphics Suite(TM), Small Business
Graphics and Print Studio(R), Designer(TM), Designer Power Pack, ABC
ToolKit(TM), and ABC SnapGraphics(TM). The Web Graphics category includes
Webtricity(TM), Simply 3D(TM), Picture Publisher(R), PhotoMagic(R), Instant
3D(TM), and Visual Reality(R). The Personal Creativity category includes
American Greetings(R) CreataCard(R) Plus(TM), American Greetings(R)
CreataCard(R) Gold(TM), Crayola(TM) Amazing Art Adventure(TM), Crayola(TM) Art
Studio(TM), Crayola(TM)Art Studio(TM)2, Crayola(TM)Art(TM), and Hallmark
Connections(TM) Card Studio(TM). Revenues from Windows Draw(R) are categorized
as either Enterprise Graphics or Personal Creativity depending on the Company's
assessment of the market or channel into which the product is sold.
<TABLE>
<CAPTION>
Three Months Ended September 30,
1997 % 1996 %
------------ --------- ---------- -----------
<S> <C> <C> <C> <C>
Enterprise Graphics $ 8,128 52% $ 9,975 60%
Web Graphics 2,725 18% 1,347 8%
Personal Creativity 4,678 30% 5,267 32%
------------ --------- ---------- ---------
Total $ 15,531 100% $ 16,589 100%
============ ========= ========== =========
</TABLE>
The Company markets and sells business products for the Windows(R) 3.1,
Windows(R) 95 and Windows(R) NT operating systems. The decline in Enterprise
Graphics revenues resulted from a decline in FlowCharter as a result of
increased emphasis on Graphics Suite, a decline in Draw due to market
anticipation of the international roll-out of version 6 in September through
November of 1997, and the continuing decline in legacy products such as Designer
Power Pack. These declines were partially offset by revenues from the Optima!
product obtained through the acquisition of AdvanEdge Technologies, Inc.
("AdvanEdge") on June 30, 1997, and an increase in Graphics Suite. During the
quarter ended September 30, 1997, revenue from Graphics Suite and the standalone
versions of FlowCharter each represented more than 35% of the Company's
Enterprise Graphics revenues.
The revenue growth in the Company's Web Graphics revenues is reflective of the
increasing importance of the Internet. Revenues from Simply 3D in the first
quarter of fiscal 1998 far exceeded those of version 1 in the prior year
quarter. This resulted from the Company's emphasis on this software category,
increased functionality of the new version, which was released in March 1997,
and license agreements with original equipment manufacturers ("OEMs") STB
Systems and Matrox Graphics whereby the OEMs bundle the Company's software with
their graphics accelerator boards. Also contributing to the increased revenue
were sales of Webtricity which was introduced in February 1997, and an increase
in sales of Picture Publisher, partially offset by declines in legacy products.
The revenue decline in the Company's consumer products resulted primarily from
the termination of certain licensing agreements in fiscal 1997. The Company's
right to distribute its products licensed under the Crayola brand name expired
in the third quarter of fiscal 1997 and the Company chose not to develop a
replacement product. Additionally, the Company's agreement to market the
Hallmark product expired in the first quarter of fiscal 1997; the decline in
Hallmark revenues was mostly offset by revenues from the Company's CreataCard
products despite lower selling prices resulting from competition from the
Microsoft / Hallmark greeting card product. Personal Creativity segmented Draw
revenues increased from the prior year due to the release of English version 6
in August 1997.
8
<PAGE> 9
Revenues by geographical region for the three months ended September 30, 1997
and 1996 were as follows:
<TABLE>
<CAPTION>
Three Months Ended September 30,
1997 % 1996 %
------------- --------- -------------- ---------
<S> <C> <C> <C> <C>
Americas $ 8,420 54% $ 8,746 53%
Europe 4,912 32% 4,801 29%
Asia Pacific 2,199 14% 3,042 18%
------------ --------- -------------- ---------
Total $ 15,531 100% $ 16,589 100%
============ ========= ============== =========
</TABLE>
The decline in Americas revenues resulted from the decrease in Personal
Creativity products, which are primarily only produced in English versions. The
European increase resulted from the focus on adding to the Corporate sales force
but was partially offset by a moderate decline in Personal Creativity products.
Asia Pacific revenues dropped as declines in Enterprise Graphics and Personal
Creativity more than offset an increase in Web Graphics.
Cost of revenues for the three months ended September 30, 1997 was $4.7 million,
or 30% of net revenues, compared to $4.6 million, or 28% of net revenues, for
the three months ended September 30, 1996. The increase in cost of revenues for
the three months ended September 30, 1997 was attributable to lower selling
prices on the Company's greeting card software products, increased amortization
of acquired product rights, and increased external royalties.
The Company's operating results are affected by foreign exchange rates. Had the
exchange rates in effect during the first quarter of fiscal 1997 been in effect
during the first quarter of fiscal 1998, revenues would have been $0.9 million
higher. This revenue decrease resulted from the change in exchange rates of
European currencies and the Japanese Yen versus the U.S. Dollar. Since European
manufacturing costs and European and Japanese operating expenses are also
incurred in those local currencies, the impact of exchange rates on net income
was reduced and net income would have been $0.2 million higher.
Sales and marketing expenses for the three months ended September 30, 1997 were
$8.0 million, or 52% of net revenues, compared to $7.9 million, or 48% of net
revenues for the same period in the previous year. The increase in sales and
marketing expense was attributable to the Company's effort to increase its
corporate sales force, mostly offset by reductions in management layers during
the prior fiscal year.
General and administrative expenses for the three months ended September 30,
1997 were $1.5 million, or 10% of net revenues, compared to $2.0 million, or 11%
of net revenues, for the three months ended September 30, 1996. This decrease
was the result of the reductions in executive overhead and management layers in
addition to cost control measures.
Net research and development expenses for the three months ended September 30,
1997 were $2.2 million, or 14% of net revenues, compared to $1.8 million, or 11%
of net revenues, for the quarter ended September 30, 1996. The increase in net
research and development expenses was due to an increase in the number of
development employees as well as ongoing development expenses resulting from the
acquisition of AdvanEdge on June 30, 1997. Gross research and development
expenses, before capitalization, for the three months ended September 30, 1997
were $3.1 million, or 20% of net revenues, compared to $2.8 million, or 17% of
net revenues for the quarter ended September 30, 1996.
During the three months ended September 30, 1997, the Company capitalized
approximately $0.9 million in software development costs and amortized
approximately $0.9 million in software development costs. This compares to
capitalization of $0.9 million and amortization of $0.9 million in the three
months ended September 30, 1996.
9
<PAGE> 10
For the three months ended September 30, 1997, interest income of $0.2 million
remained flat compared to the three months ended September 30, 1996. Unfavorable
exchange rates resulted in an foreign currency loss of $0.1 million for the
three months ended September 30, 1997 compared to an immaterial net gain for the
three months ended September 30, 1996.
The Company's effective tax rate rose to 35% for the three months ended
September 30, 1997 compared to 34% for the three months ended September 30,
1996. This increase was primarily the result of higher tax rates in the
Company's international subsidiaries.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company's principal sources of liquidity consisted of
cash and cash equivalents of $9.7 million and short-term investments of $3.9
million.
For the three months ended September 30, 1997, cash used in investing activities
exceeded cash provided by operating activities, resulting in a decrease of $1.4
million in cash and cash equivalents. Cash flows from operating activities
generated $0.6 million in cash during the three months ended September 30, 1997.
The cash provided from operating activities consisted primarily of depreciation
and amortization of $2.2 million, partially offset by a decrease in accounts
payable of $0.9 million, a net loss of $0.5 million, and an increase in other
assets of $0.3 million. Accounts receivable allowances increased primarily due
to an increase in accrued rebates of $1.0 million offset by a decrease in return
allowances of $0.2 million. The increase in accrued rebates reflects the
Company's strategic decision to increase the use of distributor rebates.
Approximately $0.3 million of a fiscal 1997 restructuring charge remains
classified as an accrued liability on the Company's balance sheet as of
September 30, 1997. The Company expects this amount to be paid over the next
several months.
Investing activities used $2.0 million in cash during the three months ended
September 30, 1997 primarily due to capitalized software development costs and
purchases of acquired product rights of $1.4 million as well as net purchases of
short-term investments of $0.3 million and purchases of equipment of $0.3
million.
The Company believes that cash flow from operations as well as existing cash and
short-term investments will be sufficient to meet the Company's capital
requirements in the short term.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share", (SFAS 128) which will become effective December 15, 1997. Early adoption
of the standard is not permitted. Upon adoption in the second quarter of fiscal
1998, the Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. Under the new
requirements, the dilutive effect of stock options will be excluded from primary
earnings per share calculation. Adoption of SFAS 128 will not materially impact
either primary or fully diluted income (loss) per share for the three months
ended September 30, 1997 and 1996 because the dilutive effect of stock options
was not significant.
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income", (SFAS
130) which is effective for fiscal years beginning after December 15, 1997. SFAS
130 establishes standards for reporting and displaying comprehensive income and
its components in the financial statements. This standard does not, however,
require a specific format for the statement, but requires the Company to display
an amount representing total comprehensive income for the period in that
financial statement. The effect of SFAS 130 on the Company has not been
determined.
10
<PAGE> 11
In June 1997, the FASB issued SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information", (SFAS 131) which is effective for fiscal
years beginning after December 15, 1997. SFAS 131 establishes standards for the
manner in which public business enterprises report information about operating
segments in annual financial statements and requires those enterprises to report
selected information about operating segments in interim financial reports
issued to stockholders. The effect of SFAS 131 on the Company has not been
determined.
FORWARD-LOOKING STATEMENTS
The Company notes that, with the exception of historical information, the
matters discussed above are forward-looking statements that involve risks and
uncertainties. Additional information on the factors that could affect the
Company's financial results is included in the Company's 1997 Annual Report to
Shareholders and other filings with the Securities and Exchange Commission. The
Company's actual results may differ materially from the results discussed in
these forward-looking statements. Factors that could cause or contribute to such
differences include, without limitation, changes in the market, new products and
announcements from other companies, changes in technology, and competition from
larger, more established competitors.
11
<PAGE> 12
MICROGRAFX, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to certain legal proceedings and claims which arise in
the ordinary course of business. In the opinion of management, the resolution of
these legal proceedings and claims will not have a material effect on the
Company's consolidated financial position and results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. The Financial Data Schedule required by Item 601(b)(27) of Regulation
S-K has been included with the electronic filing of this Form 10-Q.
(b) Reports on Form 8-K - none.
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICROGRAFX, INC.
Date: November 12, 1997 By /s/ Larry G. Morris
-----------------------------
Larry G. Morris
Chief Financial Officer
and Treasurer
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 9,707
<SECURITIES> 3,926
<RECEIVABLES> 14,383
<ALLOWANCES> 4,964
<INVENTORY> 1,159
<CURRENT-ASSETS> 25,910
<PP&E> 11,646
<DEPRECIATION> 9,156
<TOTAL-ASSETS> 37,735
<CURRENT-LIABILITIES> 13,361
<BONDS> 0
0
0
<COMMON> 110
<OTHER-SE> 22,845
<TOTAL-LIABILITY-AND-EQUITY> 37,735
<SALES> 15,531
<TOTAL-REVENUES> 15,531
<CGS> 4,706
<TOTAL-COSTS> 4,706
<OTHER-EXPENSES> 11,667
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (842)
<INCOME-TAX> (295)
<INCOME-CONTINUING> (547)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (547)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
