<PAGE>
2
12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
[ ] 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: 0-16454
CIMETRIX INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 87-0439107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6979 South High Tech Drive, Salt Lake City, Utah 84047-3757
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (801) 256-6500
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the registrant's common
stock as of November 15, 1999:
Common stock, par value $.0001 - 21,208,968.
<PAGE>
CIMETRIX INCORPORATED
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
INDEX
PART I Financial Information
Item 1. Financial Statements
a) Condensed Statements of Operations..........................................1
b) Balance Sheets..............................................................2
c) Statements of Cash Flows....................................................3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................5
PART II Other Information
Item 1. Legal Proceedings....................................................10
Item 2. Changes in Securities................................................10
Item 3. Defaults Upon Senior Securities......................................11
Item 4. Submission of Matters to a Vote of Security Holders..................11
Item 5. Other Information....................................................11
Item 6. Exhibits and Reports on Form 8-K.....................................11
Signature.....................................................................12
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CIMETRIX INCORPORATED
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share and share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
----- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $ 981 $ 1,103 $ 2,935 $ 2,962
---------- ---------- ------------- -------------
OPERATING EXPENSES
Cost of sales 4 18 35 94
Selling, marketing and customer support 150 181 532 565
Research and development 401 334 1,141 1,027
General and administrative 288 453 887 1,273
---------- ---------- ------------- -------------
Total operating expenses 843 986 2,595 2,959
---------- ---------- ------------- -------------
INCOME (LOSS) FROM OPERATIONS 138 117 340 3
---------- ---------- ------------- --------------
OTHER INCOME (EXPENSES)
Interest income 16 17 49 45
Interest expense (67) (58) (203) (210)
----------- ----------- -------------- --------------
Total other income (expense) (51) (41) (154) (165)
----------- ----------- -------------- --------------
INCOME(LOSS) BEFORE INCOME TAXES 87 76 186 (162)
CURRENT INCOME TAX EXPENSE
(BENEFIT) - - - -
NET INCOME (LOSS) $ 87 $ 76 $ 186 $ (162)
---------- ---------- ------------- --------------
BASIC AND DILUTED INCOME (LOSS)
PER COMMON SHARE $ .00 $ .00 $ .00 $ (.01)
=== === === =====
WEIGHTED AVERAGE SHARES
OUTSTANDING 21,208,968 24,743,928 21,624,299 24,319,686
========== ========== ========== ==========
</TABLE>
(1)
<PAGE>
CIMETRIX INCORPORATED
CONDENSED BALANCE SHEETS
(In thousands, except share amounts)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------------------------
<S> <C> <C>
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 1,445 $ 1,645
Accounts receivable, net 1,535 1,175
Inventories 102 -
Prepaid expenses and other current assets 49 59
-- --
Total current assets 3,131 2,879
Property and equipment, net 353 505
Capitalized software costs, net 141 211
Other assets 140 167
--- ---
$ 3,765 $ 3,762
===== =====
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 173 $ 159
Accrued expenses 272 155
Customer deposits 127 84
--- --
Total current liabilities 572 398
LONG TERM DEBT, net of current portion 2,680 2,691
----- -----
Total Liabilities 3,252 3,089
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value: 100,000,000 shares
Authorized; 21,208,968 and 24,743,928 shares issued
and outstanding, respectively 2 2
Additional paid-in capital 19,440 19,787
Treasury stock, at cost (1) (1)
Stock subscription receivable (12) (12)
Accumulated deficit (18,916) (19,103)
-------- --------
Net Stockholders' Equity 513 673
--- ---
$ 3,765 $ 3,762
===== =====
</TABLE>
(2)
<PAGE>
CIMETRIX INCORPORATED
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
---- ----
<S> <C> <C>
Cash Flows to Operating Activities:
Net Income (Loss) $ 186 $ (162)
Adjustments to reconcile net loss to net cash used by
Operating activities:
Amortization and depreciation 257 604
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (360) (285)
(Increase) decrease in inventory (102) 5
(Increase) decrease in prepaid expenses 10 1
(Increase) decrease in other assets 4 22
Increase (decrease) in accounts payable 14 (254)
Increase (decrease) in accrued expenses 117 5
Increase (decrease) in customer deposits 43 (37)
---------- ------------
Net Cash Flow Provided (Used) by
Operating Activities 169 (101)
---------- ------------
Cash Flows to Investing Activities:
Purchase of property and equipment, net of retirements (8) (20)
---------- ------------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock -- --
Sale (purchase) of Treasury stock (351) 275
Payments for capital lease obligations, net -- (35)
Retirement of long-term debt (10) (257)
---------- ------------
Net Cash Flow Provided (Used) by
Financing Activities (361) (17)
---------- ------------
Net Decrease in Cash and Cash Equivalents (200) (138)
Cash and Cash Equivalents at the Beginning of Period 1,645 1,927
Cash and Cash Equivalents at the End of Period $ 1,445 $ 1,789
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 136 $ 147
Income taxes $ -- $ --
Supplemental Schedule of Noncash Investing and Financing
Activities:
Issuance of stock upon exercise of non-qualified
Options or warrant, net of repurchase $ -- $ --
Issuance of stock in exchange for Senior Notes $ -- $ 600
</TABLE>
(3)
<PAGE>
CIMETRIX INCORPORATED
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited condensed financial
statements of Cimetrix Incorporated have been prepared in accordance with
the Securities and Exchange Commission's instructions to Form 10-Q and,
therefore, omit or condense footnotes and certain other information
normally included in financial statements prepared in accordance with
generally accepted accounting principles. The accounting policies followed
for quarterly financial reporting conform with generally accepted
accounting policies disclosed in Note 1 to the Notes to Financial
Statements included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998. In the opinion of management, all adjustments
of a normal recurring nature that are necessary for a fair presentation of
the financial information for the interim periods reported have been made.
The results of operations for the nine month period ended September 30,
1999 are not necessarily indicative of the results that can be expected for
the entire year ending December 31, 1999. The unaudited condensed financial
statements should be read in conjunction with the financial statements and
the notes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
NOTE 2 - STOCK OPTIONS AND WARRANTS
A total of 2,000,000 shares of common stock have been reserved for
issuance under the Company's stock option plans. As of November 12, 1999
there were issued and outstanding under these plans, a total of 1,350,250
options for the purchase of the Company's common stock. Each of the
Company's stock option plans is discussed below.
As of November 12, 1999, there were issued and outstanding, options
for the purchase of 1,056,250 shares of the Company's common stock, under
the Company's 1998 Stock Option Plan. All currently outstanding options
under the plan are exercisable at $2.50 per share. Approximately 721,750 of
these outstanding options are registered for resale, pursuant to a Form S-3
Registration Statement, which became effective December 9, 1998. These
options will begin to expire in December 2002, and continue to expire
through June 2004.
As of November 12, 1999, there were issued and outstanding, options
for the purchase of 258,000 shares of the Company's common stock under the
Company's Directors Stock Option Plan. All currently outstanding options
under the plan are exercisable at $2.50 per share, and begin to expire in
January 2003, and continue to expire through January 2004. Approximately
162,000 of these outstanding options are registered for resale, pursuant to
the Form S-3 Registration Statement discussed earlier in this section.
As of November 12, 1999, there were issued and outstanding, options
for the purchase of 36,000 shares of the Company's common stock under the
Company's 1995 Stock Option plan. Of these options, 24,000 are exercisable
at $2.50 per share, and expire in 2004. The remaining 12,000 options are
exercisable at $9 and $10 per share and expire in December 1999.
As of November 12, 1999, there were issued and outstanding, warrants
for the purchase of 826,500 shares of the Company's common stock. Such
warrants were issued to purchasers of the Company's 10% Senior Notes, and
are exercisable at the price of $2.50 per share. The shares underlying the
warrants are registered for resale, pursuant to the Form S-3 Registration
Statement discussed earlier in this section.
(4)
<PAGE>
NOTE 3 - COMMON STOCK
On April 6, 1999, the Company completed the purchase of its own shares
of common stock from two former Directors pursuant to the settlement of all
outstanding litigation between the Company and two former Directors. As a
result of this transaction, the Company received at no cost 1,293,000
shares of its common stock and purchased 2,235,238 shares of its common
stock, for a total of 3,528,238 shares. All 3,528,238 shares have been
retired to reduce the total number of outstanding shares to 21,208,968.
NOTE 4 - ACQUISITIONS
Acquisition of Systematic Designs International
In October 1999, the Company entered into an agreement to acquire the
software products and technology of Systematic Designs International, Inc.
of Vancouver, WA (hereinafter "SDI"). The SDI software products enable the
communication of data across the plant floor using the SECS/GEM
communications standard designed for the semiconductor industry.
SDI will remain as a separate and independent company providing
services in the semiconductor industry. As a part of the agreement SDI will
become an OEM distributor and continue to work closely with Cimetrix in
this capacity. Closing is scheduled for December 1, 1999.
To purchase the SDI products and technology, Cimetrix will issue
1,000,000 shares of its common stock. See also Part II - Other Information,
Item 2. Changes in Securities, of this document.
Acquisition of Plug n Work
In September 1999, the Company entered into an agreement to acquire the
software products and technology of Plug n Work, Inc. of Greenville, SC
(formerly known as Object Factory). Plug n Work specializes in
component-based machine control software products using open software
standards. The combination of the Plug n Work products with those of
Cimetrix will provide customers with a complete solution for building
component-based workcells on open standards. Closing is scheduled for
November 16, 1999.
To purchase the Plug n Work products and technology, Cimetrix will
issue 1,250,000 shares of its common stock, and pay $250,000 in cash. See
also Part II - Other Information, Item 2. Changes in Securities, of this
document.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Following is a brief discussion and explanation of significant
financial data, which is presented to help the reader better understand the
results of the Company's financial performance for the third quarter of 1999.
The information includes discussions of sales, expenses, capital resources and
other significant items. Generally the information is presented in a two-year
comparison format using the three and nine months data of 1999 and 1998.
(5)
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results
of Operations should be read in conjunction with the Company's Condensed
Financial Statements and Notes thereto included elsewhere in this Quarterly
Report. The ensuing discussion and analysis contains both statements of
historical fact and forward-looking statements. Forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, generally are
identified by the words "expects," "believes" and "anticipates" or words of
similar import. Examples of forward-looking statements include: (a) projections
regarding sales, revenue, liquidity, capital expenditures and other financial
items; (b) statements of the plans, beliefs and objectives of the Company or its
management; (c) statements of future economic performance, and (d) assumptions
underlying statements regarding the Company or its business. Forward-looking
statements are subject to certain factors and uncertainties that could cause
actual results to differ materially from the forward-looking statements,
including, but not limited to, those factors and uncertainties described below
under "Liquidity and Capital Resources" and "Factors Affecting Future Results."
Overview
The Company is the developer of the world's first open
architecture, standards-based, personal computer (PC) software for
controlling machine tools, industrial robots and industrial automation
equipment that operates on the factory floor. The Cimetrix(R) Open
Development Environment (CODE(TM)) software products are based on standard
computer platforms using the Microsoft Windows NT operating system.
Cimetrix believes that manufacturing companies will increasingly demand
open architecture, PC-based controllers on the equipment they purchase,
transforming the worldwide controller market from proprietary solutions to
open architecture, PC-based solutions.
The following table sets forth the percentage of costs and
expenses to net revenues derived from the Company's Condensed Statements of
Operations for the three and nine months ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET SALES 100% 100% 100% 100%
---- ---- ---- ----
OPERATING EXPENSES
Cost of sales 1 2 1 3
Selling, marketing and customer support 15 16 18 19
Research and development 41 30 39 35
General and administrative 29 41 30 43
---------- ------------ ------------ -----------
Total operating expenses 86 89 88 100
---------- ------------ ------------ -----------
INCOME (LOSS) FROM OPERATIONS 14 11 12 0
Interest income 2 2 2 2
Interest expense (7) (5) (7) (7)
----------- ------------ ------------- ------------
NET INCOME (LOSS) 9% 8% 7% (5%)
----------- ------------ ------------- ------------
</TABLE>
(6)
<PAGE>
Results of Operations
Three and Nine Months Ended September 30, 1999 Compared to Three and Nine
Months Ended September 30, 1998
Net Sales
Net sales decreased by $122,000, or 11%, to $981,000 for the three
months ended September 30, 1999 from $1,103,000 for the three months ended
September 30, 1998. Net sales for the third quarter of 1999 consisted of sales
of software (90%), engineering services (1%), and support and training (9%). Net
sales for the same period in 1998 consisted of sales of software (82%),
engineering services (14%), and support and training (4%). Software sales
increased in proportion to total sales, but overall sales decreased as compared
to the third quarter of 1998 due to the decrease in sales of engineering
services.
Net sales decreased by $27,000, or 1%, to $2,935,000 for the nine
months ended September 30, 1999 from $2,962,000 for the nine months ended
September 30, 1998. Net sales for the nine months ended September 30, 1999
consisted of sales of software (84%), engineering services (5%), and support and
training (11%). Net sales for the same period in 1998 consisted of sales of
software (66%), engineering services (20%), and support and training (14%).
Software sales increased in proportion to total sales, but overall sales
decreased slightly as compared to the nine months ended September 30, 1998 due
to the decrease in sales of engineering services.
Major Customers
Sales to major customers that exceeded 10 percent of net sales are approximately
as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Company A 129 158 453 *
Company B 133 * 394 *
Company C 185 * * 418
Company D 425 430 1,292 1,103
Company D * 273 * *
* Less than 10 percent for the period
Cost of Sales
Cost of sales decreased by $14,000, or 78%, to $4,000 for the three
months ended September 30, 1999 from $18,000 for the comparable period in 1998.
Cost of sales decreased by $59,000, or 63%, to $35,000 for the nine months ended
September 30, 1999 from $94,000 for the comparable period in 1998. This decrease
was attributable to the decline in the use of materials used to produce the
Company's software products such as manuals, which are now available on CD-Rom.
Many sales are delivered via the internet and do not require the shipment of any
media or materials. The decrease in cost of sales in both periods is also
attributable to the decrease in the sales of engineering services and the
associated costs of those sales.
(7)
<PAGE>
Selling, Marketing and Customer Support
Selling, marketing and customer support costs decreased by $31,000, or
17%, to $150,000 for the three months ended September 30, 1999 from $181,000 for
the comparable period in 1998. Selling, marketing and customer support costs
decreased by $33,000, or 6%, to $532,000 for the nine months ended September 30,
1999 from $565,000 for the comparable period in 1998. The Company believes its
current staffing is adequate to service its present customer base, allowing
costs to remain fairly constant.
Research and Development
Research and development expenses increased by $67,000, or 20%, to
$401,000 for the three months ended September 30, 1999 from $334,000 for the
comparable period in 1998. Research and development expenses increased by
$114,000, or 11%, to $1,141,000 for the nine months ended September 30, 1999
from $1,027,000 for the comparable period in 1998. The Company's extensive
effort to develop its products for WindowsNT and the continued development of
the Company's GEM software products represents most of the research and
development expenditures. The Company has a need and plans to continue to make
significant investments in research and development and expects to incur
research and development expenses of approximately $1.6 million during 1999.
Research and development expenses include only direct costs for wages, benefits,
materials and education of technical personnel. All indirect costs such as
rents, utilities, depreciation and amortization are reflected in general and
administrative costs.
General and Administrative
General and administrative expenses decreased by $165,000, or 36%, to
$288,000 for the three months ended September 30, 1999 from $453,000 for the
comparable period in 1998. General and administrative expenses decreased by
$386,000, or 30%, to $887,000 for the nine months ended September 30, 1999 from
$1,273,000 for the comparable period in 1998. The primary reason for these
decreases is reduced depreciation and amortization expenses. Certain assets
which were being depreciated and amortized, were written-off in 1998, resulting
is lower depreciation and amortization expense in future periods.
Other Income (expenses)
Interest income decreased by $1,000, or 6% to $16,000 for the three
months ended September 30, 1999, from $17,000 for the comparable period in 1998.
Interest income increased by $4,000, or 9% to $49,000 for the nine months ended
September 30, 1999, from $45,000 for the comparable period in 1998. Improved
operating results have allowed the Company to maintain a cash reserve. Cash
reserves are invested in conservative money market fund accounts.
Interest expense increased by $9,000, or 16%, to $67,000 for the three
months ended September 30, 1999, from $58,000 for the comparable period in 1998.
Interest expense decreased by $7,000, or 3%, to $203,000 for the nine months
ended September 30, 1999 from $210,000 for the comparable period in 1998. This
decrease was attributable to the retirement of a portion of the Company's 10%
Senior Notes through stock transactions.
Liquidity and Capital Resources
The Company had approximately $2.56 million of working capital at
September 30, 1999, compared with approximately $2.48 million at December 31,
1998. This overall increase in working capital was principally due to positive
operating results, which have allowed the Company to maintain its working
capital.
(8)
<PAGE>
Cash used in investing activities for the period ended September 30, 1999 was
$8,000 compared with $20,000 for the same period in 1998. All amounts were used
to purchase computer equipment and software.
Cash used in financing activities for the period ended September 30,
1999, was $361,000 compared to $17,000 for the same period in 1998. For the nine
months ended September 30, 1999, financing activities consisted of the Company's
purchase of treasury stock, which is discussed above in Note 3 of Item 1,
Financial Statements. For the nine months ended September 30, 1998, financing
activities consisted of the sale of the Company's treasury stock and retirement
of long-term debt.
The Company had positive cash flow from operating activities of
$169,000 for the nine months ended September 30, 1999, compared to a negative
cash flow from operating activities of $101,000 for the same period in 1998.
This improvement is a result of reduced operating expenses.
The Company's future liquidity will continue to be dependent on the
Company's operating cash flow and management of trade receivables. Management
believes that the Company's existing working capital is sufficient to maintain
its current and foreseeable levels of operations. Management also believes that
the Company has sufficient funds to meet its capital expenditure requirements
for 1999. The Company anticipates that capital expenditures for fiscal year
1999, primarily for computer equipment and software, will be approximately
$20,000, compared to $42,000 for 1998.
Quantitative and Qualitative Disclosures about Market Risk
The Company has no activities in derivative financial or commodity
instruments. The Company's exposure to market risks, (i.e. interest rate risk,
foreign currency exchange rate risk, equity price risk) through other financial
instruments, including cash equivalents, accounts receivable, lines of credit,
is not material.
Year 2000 Issues
The Company is committed to ensuring that its customers will have
"date-safe" or Y2K compliant software products as they move toward, through and
past the year 2000. In keeping with this commitment, the Company has conducted a
thorough assessment of its products. A complete list of products and their
compliance with Y2K standards can be obtained via the Company's World Wide Web
site, www.cimetrix.com. The Company continues to modify its software products
bringing them into year 2000 compliance, along with normal ongoing product
enhancements. Those products that are not yet Y2K compliant will be so before
the end of 1999.
Vendors supply the vast majority of the software used in the Company's
business applications and virtually all of the hardware systems used in the
Company's business. The Company has obtained documentation from its vendors
supplying software for its primary business applications confirming year 2000
compliance. The company has tested all critical hardware systems and confirmed
that they are also year 2000 compliant. The testing of all remaining minor
systems will be completed prior to the end of the year.
In management's opinion, year 2000 issues will not have a material
effect on the Company's day to day business, its operations or financial
condition. The Company will continue to monitor and disclose any material change
in its year 2000 readiness in future financial reports.
(9)
<PAGE>
Factors Affecting Future Results
The Company's future operating results and financial condition are
difficult to predict and will be affected by a number of factors. The markets
for the Company's products are emerging and specialized, and the Company's
technology has been commercially available for a relatively short time.
Accordingly, the Company has limited experience with the commercial use and
acceptance of its products and the extent of the modifications, adaptations and
custom applications that are required to integrate its products and satisfy
customer performance requirements. There can be no assurance that the emerging
markets for industrial motion control that are served by the Company will
continue to grow or that the Company's existing and new products will satisfy
the requirements of those markets and achieve a successful level of customer
acceptance. Because of this, the Company continues to devote significant
research and development resources to improve its existing products and to the
development of new products.
Because of these and other factors, past financial performance is not
necessarily indicative of future performance, historical trends should not be
used to anticipate future operating results, and the trading price of the
Company's common stock may be subject to wide fluctuations in response to
quarter-to-quarter variations in operating results and market conditions.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
Acquisition of Systemic Designs International
Subsequent to the quarter ended September 30, 1999, the Company entered into an
agreement to acquire the software products and technology of Systematic Designs
International, Inc. of Vancouver, WA (hereinafter "SDI"). SDI will remain as a
separate and independent company providing services in the semiconductor
industry.
Pursuant to this agreement, the Company will issue 1,000,000 shares of its
common stock for the purchase of the SDI products and technology. As of November
12, 1999, the closing price of the Company's common stock was $2.88 per share,
which would make the cost of this acquisition approximately $2.9 million. The
final purchase price will be determined by the closing price of the Company's
common stock on the date of Closing, which is scheduled for December 1, 1999.
The Company intends to issue these shares pursuant to an exemption by reason of
Section 4(2) of the Securities Act of 1933. Each shareholder must represent that
they are an accredited investor with access to all relevant information
necessary. The Company does not intend, nor is it required to by agreement, to
file a Registration Statement covering the resale of these securities.
Acquisition of Plug n Work
Prior to the quarter ended September 30, 1999, the Company entered into an
agreement to acquire the software products and technology of Plug n Work, Inc.
of Greenville, SC.
Pursuant to this agreement, the Company will issue 1,250,000 shares of its
common stock and pay $250,000 in cash for the purchase of the Plug n Work
products and technology. As of November 12, 1999, the closing price of the
Company's common stock was $2.88 per share, which would make the cost of this
acquisition approximately $3.9 million. The final purchase price will be
determined by the closing price of the Company's common stock on the date of
Closing, which is scheduled for November 16, 1999.
The Company intends to issue these shares pursuant to an exemption by reason of
Section 4(2) of the Securities Act of 1933. Each shareholder must represent that
they are an accredited investor with access to all relevant information
necessary. The Company does not intend, nor is it required to by agreement, to
file a Registration Statement covering the resale of these securities.
(10)
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended
September 30, 1999.
(11)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REGISTRANT
CIMETRIX INCORPORATED
Dated: November 15, 1999 By: /s/ Riley G. Astill
----------------------------------------
RILEY G. ASTILL
Vice President of Finance
and Chief Financial Officer
Principal Financial and Accounting Officer)
(12)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CIMETRIX
INCORPORATED SEPTEMBER 30, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,445,000
<SECURITIES> 0
<RECEIVABLES> 1,695,000
<ALLOWANCES> 160,000
<INVENTORY> 102,000
<CURRENT-ASSETS> 3,131,000
<PP&E> 961,000
<DEPRECIATION> 608,000
<TOTAL-ASSETS> 3,765,000
<CURRENT-LIABILITIES> 572,000
<BONDS> 2,681,000
0
0
<COMMON> 2,000
<OTHER-SE> 513,000
<TOTAL-LIABILITY-AND-EQUITY> 3,765,000
<SALES> 2,935,000
<TOTAL-REVENUES> 2,984,000
<CGS> 35,000
<TOTAL-COSTS> 2,798,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 203,000
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</TABLE>
