UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 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 0-14273
DCX, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 84-0868815
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1597 Cole Boulevard, Suite 300B, Golden CO 80401
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(Address of principal executive offices)
(Zip Code)
(303) 274-8708
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(Registrant's telephone number, including area code)
3002 North State Highway 83, Franktown, CO 80016-0569
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(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
requirements for the past 90 days. [X] Yes [ ] No
9,089,790 Common Shares were outstanding as of December 31, 1997.
Number of pages in this report is 8.
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PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
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DCX, Inc. and Subsidiaries
Condensed and Consolidated Balance Sheets
December 31 September 30
1997 1997
(Unaudited) Audited
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current:
Cash and Cash equivalents $ 108,658 $ 582,326
Accounts receivable (net of allowance) 2,062,622 2,236,568
Amount due from sale of assets 0 1,100,000
Prepaid expenses and other 124,922 201,932
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Total current assets 2,296,202 4,120,826
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Property and equipment:
Land and building under capital lease 1,831,667 1,866,667
Land and building held for rental 1,415,058 1,415,058
Equipment and furniture 397,779 447,003
Leased assets 198,722 183,512
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Less: accumulated depreciation (300,574) 429,597
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Net property and equipment 3,542,652 3,482,643
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Other assets:
Goodwill 5,627,669 5,517,872
Capitalized software 237,284 258,855
Other 105,331 190,604
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Total other assets 5,370,284 5,967,331
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$11,209,138 $13,570,800
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See accompanying summary of accounting policies and notes to financial statements
2
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PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
---------------------
DCX, Inc. and Subsidiaries
Condensed and Consolidated Balance Sheets
December 31 September 30
1997 1997
(Unaudited) (Audited)
- --------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current:
Checks written against future deposits 59,996 269,587
Accounts payable 853,039 1,351,484
Accrued expenses 697,519 1,054,660
Deferred revenue 81,975 189,354
Notes payable - current portion 615,000 854,060
Notes payable - related party 135,831 158,928
Obliagtions under capital leases - current 138,480 134,794
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Accrued litigation settlement 478,997 521,000
Total current liabilities 3,060,838 4,533,867
Notes payable, less current maturities 576,000 576,000
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Notes payable - related party - non current 0 446,256
Obligations under capital leases 2,036,270 2,037,673
Total liabilities 5,673,108 7,593,796
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Contingencies (Notes 1, 6 and 8 to Form 10-KSB
September 30, 1997)
Stockholders' Equity:
Preferred stock, $.001 par value, 20,000,000 shares
authorized,
Series A, 6% Cumulative Convertible Redeemable
Preferred Stock; 1,000,000 authorized, 500 issued
and outstanding (Note 6) 1 1
Capital paid in excess of par value on preferred stock 212,499 0
Common stock, no par value, 2,000,000,000 shares authorized;
shares issued and outstanding, 9,089,790 and
7,736,380 at December 31, 1997
and September 30, 1997, respectively. 9,668,725 9,741,501
Additional paid-in capital 3,634,206 3,550,869
Accumulated deficit (7,797,401) (7,315,368)
- ----------------------------------------------------------------------------------------------------------
Total stockholders' equity 5,536,030 5,977,004
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$11,209,138 $13,570,800
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See accompanying summary of accounting policies and notes to financial statements
3
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PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
---------------------
DCX, Inc. and Subsidiaries
Condensed and Consolidated Statements of Operations
(Unaudited)
Three months ended
December 31
1997 1996
- --------------------------------------------------------------------------------------------------------
Revenues $1,800,929 $ 0
Cost of sales
- --------------------------------------------------------------------------------------------------------
Salaries and employee benefits 1,205,903 46,664
Direct contract costs 325,051 0
Other operating costs 568,915 0
Total costs and expenses 2,099,869 46,664
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Operating loss (298,940) (46,664)
Other income (expense):
Interest expense (94,907) (30,150)
Other income 59,657 1,071
Other expense (201,171) (1,916)
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Total other income expense (236,220) (30,995)
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Net loss from continuing operations (535,160) (77,659)
Loss from discontinued operations (128,873) (103,598)
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Net loss (664,033) $ (181,257)
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Preferred stock dividends 14,910 0
Deemed preferred stock dividends 83,333 166,666
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Net loss attributable to
common stock shareholders $(762,276) $( 347,923)
Loss per common share:
From continuing operations $ (.06) $ (.02)
From discontinued operations $ (.02) $ (.02)
Loss attributable to common shareholders - basic $ (.09) $ (.08)
Loss attributable to common shareholders - diluted $ (.09) $ (.08)
- --------------------------------------------------------------------------------------------------------
Weighted average number of shares of
common stock outstanding - basic (See Note 8) 8,346,053 4,447,692
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See accompanying summary of accounting policies and notes to financial statements
4
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PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
DCX, Inc. and Subsidiaries
Condensed and Consolidated Statements of Cash Flows
(Unaudited)
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For the Three-Month Periods Ended December 31, 1997 1996
Operating activities:
Net income (loss) $ (664,033) $ (181,257)
Adjustment to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 227,023 23,977
(Increase) decrease in accounts receivable 173,946 (318,458)
Forgiveness of debt (16,207) 0
Decrease in due on sale of assets 1,100,000 0
Decrease in inventory 0 216,573
Decrease in prepaid expenses 77,010 68,366
Decrease in other assets 85,273 0
Decrease in checks written against future deposits (209,591) 0
Decrease in accounts payable (498,445) (345,543)
Decrease in accrued expenses (357,141) (30,605)
Decrease in deferred revenue 107,379 0
Decrease in litigation settlement liability 42,003 0
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Net cash provided by (used in) operating activities (231,547) (567,947)
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Investing activities:
Change in capitalized software 21,571 0
Change in goodwill 109,797 0
Change in property and equipment 69,014 0
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Net cash provided by (used in) investing activities 200,382 0
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Financing activities:
Payments on long-term debt, net (660,034) (12,477)
Issuance of common stock 5,031 11,715
Issuance of convertible preferred stock (net) 212,500 450,000
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Net cash provided by (used in) financing activities (442,503) 449,238
Net increase (decrease) in cash (473,668) 118,709
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Cash and cash equivalents, beginning of period $ 582,326 $ 209,637
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Cash and cash equivalents, end of period $ 108,658 $ 90,928
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See accompanying summary of accounting policies and notes to financial statements
5
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DCX, inc.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Condensed Consolidated Financial Statements
The condensed consolidated financial statements included herein have been
prepared by DCX, INC. without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. DCX, INC. believes that the disclosures
are adequate to make the information presented not misleading. In the opinion of
management, the accompanying unaudited consolidated financial statements contain
all adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the Company's consolidated financial position as of December 31,
1997, the consolidated results of its operations for the three-periods ended
December 31, 1997, and 1996 and statements of cash flows for the three-month
periods then ended.
The accounting policies followed by the Company are set forth in the annual
report of September 30, 1997, filed on Form 10-KSB, and the audited consolidated
financial statements therein with the accompanying notes thereto. While
management believes the procedures followed in preparing these consolidated
financial statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures that will be
accomplished by DCX, INC. later in the year.
The consolidated results of operations for the three-month period ended December
31, 1997, are not necessarily indicative of the results to be expected for the
full year ending September 30, 1998.
(2) Accounts Receivable
Accounts receivable contain amounts computed under the cost-to-cost method to
determine percentage of completion as described in the Form 10-KSB for September
30, 1996.
(3) Provision for Income Taxes
At the beginning of the fiscal year the Company had net operating loss
carryforwards of $4,000,000 with expirations through 2013. At December 31, 1997,
the amount of the net operating loss carryforward balance is estimated at
$4,464,695. The Company expects to incur a minimal amount of alternative minimum
tax for the fiscal year. Since the Company is unable to determine that deferred
tax assets exceeding tax liabilities are more likely than not to be realized, it
will record a valuation allowance equal to the excess deferred tax assets at
fiscal year end.
(4) Litigation
The Company has filed with the Armed Services Board of Appeals an appeal of
certain reprocurement costs related to the difference between the Company's
contract price and the price incurred by DLA from the next lowest vendor as
provided for in the Federal Acquisition Regulations. A hearing date has been set
for September of 1998.The Company recorded a reserve of $521,000 for the loss in
June, 1996; which is believed to be sufficient for the possible reprocurement
costs. (See also Item 3, Legal Matters, and Note 6, Litigation, to the financial
statements in Form 10-KSB for September 30, 1997.)
(5) Lease Obligations
The Company leases various equipment as well as facilities under capital leases
that expire through the year 2002 as noted in Note 8 to the Financial Statements
in Form 10-KSB, September 30, 1997.
(6) Subsequent Events
Convertible Preferred Stock. In January, 1998, the holders of Series A, 6%
Cumulative Convertible Redeemable Preferred Stock converted their remaining
shares into common stock in accordance with the issue agreement. Accordingly,
the Company issued 1,524,116 shares of its common stock in exchange.
6
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Investment Banking Agreement. During January, 1998, the Company entered into an
investment banking agreement with a leading institution from New York City. The
agreement is in support of the Company's acquisition program and includes an
provision for securing a credit facility as well as warrants and incentives
designed to encourage completion of mergers and acquisitions.
7. Accounting for Preferred Stock Convertible at a Discount to the Market.
The statement of operations gives effect for a discount of 25% of the common
stock which would result and be deemed to be additional dividend to the holders
of the Company's 6% convertible preferred stock sold on October 14, 1997. The
convertible preferred stock is convertible into common stock at a 25% discount
to the five day average market price of the common stock immediately preceding
the conversion date which was lower than the five day average market price at
the date of placement. This difference, $83,333, on the first possible date of
conversion is an imputed discount and is deemed to be additional dividend
available to the holders of the preferred stock which reduces income available
to common stock shareholders. Accordingly, it was reduced from cumulative net
income to arrive at net income attributable to common shareholders.
8. Net Income (Loss) Per Common Share.
During the quarter ended December 31, 1997, the Company adopted Statement of
Financial Accounting Standard ("SFAS") No. 128 issued by the Financial
Accounting Standards Board. SFAS No. 128 provides for the calculation of "Basic"
and "Diluted" earnings per share. Basic earnings per share includes no dilution
and is computed by dividing income (loss) available to common shareholders by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in the earnings of an entity, to fully diluted earnings per share.
Because the Company incurred net losses in both three month periods ending
December 31, none of its outstanding options or warrants were included in the
computation of diluted earnings per share as their effect would be
anti-dilutive. Total warrants and options outstanding at December 31, 1997 were
1,240,446 and 6,967,850, respectively.
9. Restatement of Prior Year Results of Operations for Discontinued Operations.
The statement of Results of Operations for the prior year period has been
restated to conform to the current presentation. Revenue and related expenses of
the discontinued manufacturing operations have been reclassified to a separate
caption titled "Loss on discontinued operations" for both fiscal years in the
current report.
Pro Forma results of the discontinued defense manufacturing operations are:
Period ending December 31, 1997 1996
- -------------------------- ---- ----
Revenue from discontinued operations -0- $ 865,112
Loss from discontinued operations $(128,873) (103,599)
Net loss from discontinued operations $(128,873) $(103,599)
7
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PART 1, ITEM 2: MANGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OPERATIONS
Forward-Looking Statements. This quarterly report contains certain
forward-looking statements that describe the future business, prospects, actions
and possible results of DCX, Inc. (the "company") and the expectations of the
Company and its management which are not historical facts and therefore
constitute forward-looking statements as contemplated in the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those set forth. as a result, there
also can be no assurance that the forward-looking statements included herein
will prove to be accurate or that the objectives and plans of the Company will
be achieved.
Financial Condition:
Liquidity. Cash decreased $473,668 to a total of 108,658 from $582,326 at
September 30, 1997. The decrease was primarily due to the reductions in accounts
payable and accrued expenses as well as the net operating loss for the quarter.
Presently, the Company has negative working capital of $764,636 as compared to
positive working capital of $360,211 at December 31, 1996; the primary reason
for this is the assumption of debt resulting from the purchase of the subsidiary
and reclassification of a $615,000 note payable from long-term debt to current
liabilities in light of the due date for payoff of the note. The Company is
working with the holder of the note to arrive at a mutually satisfactory
revision to the note's terms which will delay the due date.
The Company's current ratio of total current assets to current liabilities
decreased to .75:1 from 1.17:1 a year ago and is also a decrease from .91:1 at
September 30, 1997.
The Company's liquidity could be adversely affected by the balloon payment of
$615,000 required on April 24, 1998 if management's attempts at restructuring
the terms of the note or finding a replacement lender are not successful.
Capital Resources. During the current quarter the Company sold a total of 250
shares of convertible preferred stock in a private offshore transaction which
resulted in net funding of $212,500. In addition, subsequent to the end of the
current quarter, the Company entered into an investment banking agreement with
the intent of securing a credit facility large enough to support its near term
acquisition program.
The Company's long-term liquidity requirements may be significant in order to
implement its plans. There can be no guarantee such funds can be secured.
Results of Operations:
(Readers of this report should take into account that the contract electronic
manufacturing operations of the Company during FY 1997 and prior were
discontinued upon sale of those assets and therefore are not relevant to
analysis of the Company's going-forward expectations.)
First Quarter of Fiscal Year 1998
Revenue for the first quarter of FY 1998 amounted to $1,800,929 and was
generated entirely by the Company's operating subsidiary in geographic
information systems and is not comparable with restated revenue of nil for the
first quarter of the prior fiscal year. This level of current quarter revenue
reflects a decline of 28.1% from the subsidiary's revenue for the same period of
the prior year. This decline from the subsidiary's prior year level of
operations for the same quarter resulted from the winding down of a significant
long-term contract and a delay in the commencement of work on replacement
contract activity. It was, however, an increase over the subsidiary's FY 1997
fourth quarter revenue reflecting growing backlog increased sales over that
period.
Total costs and expenses reached $2,099,869 or 116.6% of revenue. Of this amount
$159,456 was related to parent company general and administrative costs and is
not comparable to reported costs for the prior year which resulted from
discontinued operations of the Company. The balance, $1,940,413, was related to
GIS operations and reflected a decrease from the costs for the same period, a
year prior which were not publicly reported. The decline in GIS related costs
resulted from management actions to reduce staffing and operating costs in
response to the impending decline in revenue.
Interest expense increased over that of the prior year by $60,757 as a result of
the interest costs added from the GIS subsidiary acquired late in the fourth
quarter of FY 1997. However, trend analysis of both parent company interest
($6,452) and subsidiary interest ($88,254) for the current quarter compared to
interest expenses for the same period of FY 1997 reveals a decrease of 78% for
the parent company due to certain leased equipment costs no longer occurring
because of the divestiture of manufacturing assets and due to the retirement of
the SBA-held note and a decrease of 15% in subsidiary generated interest
expenses resulting from retirement of certain debt.
8
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Other expense increased over prior year expense as a result of amortization of
goodwill from the acquisition ($98,000) and acquisition expenses ($75,475),
neither of which were reported in prior year totals.
Other income increased over prior year totals as a result of forgiveness of debt
from restructuring ($16,207) and the balance from inclusion of the subsidiary
results.
Loss from discontinued operations is a result of certain current period expenses
related to the Company's manufacturing operations which were not accrued during
the prior year.
First Quarter of Fiscal Year 1997. Results were restated to conform to current
year presentation. Therefor, manufacturing revenue and expenses, except for
$46,665 of administrative expenses, were reclassified to discontinued
operations.
During the first quarter of fiscal year 1996 net sales increased by $425,325, or
69 percent, over the same period of the prior year. Cost of sales was $608,013,
or 67 percent of sales, and resulted in a gross profit of $296,298, or 32
percent of sales and represented an increase from 24 percent of sales for the
same period of the prior year. While some decrease in gross profit occurred due
to learning curve associated with complex new products in certain contracts,
lay-in of materials raised it to the higher level. Sales increases during the
first quarter of fiscal year 1997 resulted from restructuring in the defense
industry causing prime contractor to outsource more work.
General and administrative expenses of $232,698 for the period decreased
$121,774 from a year prior and reflected the efforts of management and the
curtailment of nonproductive subsidiaries. After factoring out acquisition
expenses of $49,509, G & A expenses amount to $183,189.
Interest expense increased because of capital lease imputed interest costs
during the quarter; investment income increased as a result of increased cash
balance on hand. In liquidating a $287,826 note balance related to terminated
contracts, the Company recorded a discount of $87,826 as forgiveness of debt.
Restricted cash and accrued litigation settlement both decreased to nil as a
result of the release of a bond with the Court of Appeals. The finding was for
the plaintiff and the related expense had been recorded in a prior year.
Loss from discontinued manufacturing operations reflects the results of
manufacturing operations which were reclassified as noted above.
Contract Backlog
The Company's only operating subsidiary has reported a backlog of contracts and
work assignments amounting to approximately $8.0 million. This work is related
to geographic information systems. Accordingly, it does lend itself to useful
comparison with the Company's manufacturing backlog from a year prior when there
was $6.2 million of uncompleted work in the backlog..
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
During the current quarter, the Company issued 250 shares of Series A 6%
Convertible Redeemable Preferred Stock in a private placement transaction with
two offshore entities under Regulation S. As of January 15, 1998 all preferred
stock had been converted into common stock of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
9
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION.
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K.
a. Exhibits filed since the beginning of the current quarter:
Exhibits 4.4 through 4.12. Warrants dated January 15; June 19; October 10, 15,
and 24 to various parties filed as exhibits to the Company's Registration
Statement on Form S-3 (Registration Number 333-39775) and filed with the
Commission on November 7, 1997.
Exhibits 10.4 and 10.5. Executive Employment Agreements between the Company and
John C. Antenucci and J. Gary Reed, respectively, filed as part of Form 10-KSB
on January 13, 1998.
Exhibit 4.4, DCX, Inc. Equity Incentive Plan, filed as an exhibit with Form
10-KSB on January 13, 1998.
DCX, Inc. Equity Incentive Plan filed as an exhibit with Form 10-KSB on January
13, 1998.
Exhibit 2.1b, Asset Purchase Agreement between DCX, Inc. and DCX-CHOL
Enterprises, Inc. filed as an exhibit with Form 8-K, dated October 8, 1997.
b. Reports on Form 8-K filed since the beginning of the current quarter:
Current Report on Form 8-K, as amended, dated October 8, 1997, reporting
divestitute of certain manufacturing assets to DCX-CHOL Enterprises, Inc.
Current Report on Form 8-K, dated October 14, 1997, reporting sale of
convertible preferred stock pursuant to Regulation S.
Current Report on Form 8-K, dated November 3, 1997, reporting appointment of
additional members to the Company's Board of Directors.
Current Report on Form 8-K/A, dated September 22, 1997, adding pro-forma
statements to original filing.
Current Report on Form 8-K/A, dated October 8, 1997, adding pro-forma statements
to original filing.
10
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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.
D C X , I N C .
Dated: February 19, 1998
/S/ Fred Beisser
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Frederick G. Beisser
Vice President-Finance & Administration,
Secretary & Treasurer and Principal
Financial Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 108,658
<SECURITIES> 2,062,622
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,296,202
<PP&E> 3,843,226
<DEPRECIATION> 300,574
<TOTAL-ASSETS> 11,209,138
<CURRENT-LIABILITIES> 3,060,838
<BONDS> 0
212,500
0
<COMMON> 9,668,725
<OTHER-SE> (4,163,195)
<TOTAL-LIABILITY-AND-EQUITY> 11,209,138
<SALES> 0
<TOTAL-REVENUES> 1,800,929
<CGS> 0
<TOTAL-COSTS> 2,099,869
<OTHER-EXPENSES> 141,514
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 94,907
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (535,160)
<DISCONTINUED> (128,873)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (664,033)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
</TABLE>
