CIMETRIX INC
10-Q, 1999-08-16
PREPACKAGED SOFTWARE
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<PAGE>




                                  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 June 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 August 13, 1999:
                  Common stock, par value $.0001 - 21,208,968.

<PAGE>



                              CIMETRIX INCORPORATED
                                    FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 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......................................................9

Item 2.  Changes in Securities.................................................9

Item 3.  Defaults Upon Senior Securities......................................10

Item 4.  Submission of Matters to a Vote of Security Holders..................10

Item 5.  Other Information....................................................10

Item 6.  Exhibits and Reports on Form 8-K.....................................10

Signature.....................................................................11



<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               Six Months Ended
                                                               June 30,                        June 30,
                                                    ----------------------------    ----------------------------
                                                        1999            1998              1999            1998
                                                        -----           ----              ----            ----
<S>                                                 <C>            <C>           <C>             <C>

NET SALES                                           $      934     $    1,096    $       1,954   $       1,859
                                                    ----------     ----------    -------------   -------------

OPERATING EXPENSES
     Cost of sales                                          16             34               31              76
     Selling, marketing and customer support               189            191              381             384
     Research and development                              366            374              740             694
     General and administrative                            299            444              599             820
                                                    ----------     ----------    -------------   -------------

         Total operating expenses                          870          1,043            1,751           1,974
                                                    ----------     ----------    -------------   -------------

INCOME (LOSS) FROM OPERATIONS                               64             53              203            (115)
                                                    ----------     ----------    -------------   --------------

OTHER INCOME (EXPENSES)

     Interest income                                        15             13               32              28
     Interest expense                                      (67)           (60)            (136)           (152)
                                                    -----------    -----------   --------------  --------------

         Total other income (expense)                      (52)           (47)            (104)           (124)
                                                    -----------    -----------   --------------  --------------

INCOME(LOSS) BEFORE INCOME TAXES                            12              6               99            (239)

CURRENT INCOME TAX EXPENSE
  (BENEFIT)                                                  -              -                -               -

NET  INCOME (LOSS)                                  $       12     $        6    $          99   $        (239)
                                                    ----------     ----------    -------------   --------------

BASIC AND DILUTED INCOME (LOSS)
     PER COMMON SHARE                               $      .00     $      .00    $         .00   $        (.01)
                                                           ===            ===              ===            =====

WEIGHTED AVERAGE SHARES
OUTSTANDING                                         21,217,628     24,743,928       21,956,714      24,743,928
                                                    ==========     ==========       ==========      ==========

</TABLE>

                                                                 1
<PAGE>

                              CIMETRIX INCORPORATED
                            CONDENSED BALANCE SHEETS
                      (In thousands, except share amounts)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                           June 30,           December 31,
                                                                              1999               1998
                                                                       ------------------------------
<S>                                                                   <C>                 <C>
                                                                          (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                                        $      1,376        $      1,645
     Accounts receivable, net                                                1,459               1,175
     Inventories                                                                45                   -
     Prepaid expenses and other current assets                                  41                  59
                                                                                --                  --
         Total current assets                                                2,921               2,879

Property and equipment, net                                                    414                 505
Capitalized software costs, net                                                164                 211
Other assets                                                                   152                 167
                                                                               ---                 ---

                                                                      $      3,651        $      3,762
                                                                             =====               =====


                                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                 $        140        $        159
     Accrued expenses                                                          220                 155
     Customer deposits                                                         185                  84
                                                                               ---                  --
         Total current liabilities                                             545                 398

LONG TERM DEBT, net of current portion                                       2,680               2,691
                                                                             -----               -----
         Total Liabilities                                                   3,225               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                                                   (19,003)            (19,103)
                                                                           --------            --------

         Net Stockholders' Equity                                              426                 673
                                                                               ---                 ---

                                                                      $      3,651        $      3,762
                                                                             =====               =====
</TABLE>


                                                                      2
<PAGE>



                              CIMETRIX INCORPORATED
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                Six Months Ended
                                                                                      June 30,
                                                                             1999                1998
                                                                             ----                ----
<S>                                                                   <C>                 <C>
Cash Flows to Operating Activities:
     Net Income (Loss)                                                $        99         $      (239)
     Adjustments to reconcile net loss to net cash used by
        Operating activities:
         Amortization and depreciation                                        169                 399
         Changes in assets and liabilities:
              (Increase) decrease in accounts receivable                     (284)               (439)
              (Increase) decrease in inventory                                (45)                  5
              (Increase) decrease in prepaid expenses                          18                   6
              (Increase) decrease in other assets                               -                   7
              Increase (decrease) in accounts payable                         (19)               (254)
              Increase (decrease) in accrued expenses                          65                 (48)
              Increase (decrease) in customer deposits                        101                 (37)
                                                                      ------------         -----------

                  Net Cash Flow Provided (Used) by
                                      Operating Activities                    104                (600)
                                                                      ------------         -----------

Cash Flows to Investing Activities:
     Purchase of property and equipment, net of retirements                   (12)                (21)
                                                                      ------------         -----------

Cash Flows from Financing Activities:
     Proceeds from issuance of common stock                                    --                  --
     Sale (purchase) of Treasury stock                                       (351)                275
     Payments for capital lease obligations, net                               --                  (3)
     Retirement of long-term debt                                             (10)                (27)
                                                                      ------------         -----------

                  Net Cash Flow Provided (Used) by
                                   Financing Activities                      (361)                245
                                                                      ------------         -----------

Net Decrease in Cash and Cash Equivalents                                    (269)               (376)
Cash and Cash Equivalents at the Beginning of Period                        1,645               1,927
Cash and Cash Equivalents at the End of Period                        $     1,376       $       1,551


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 six month period ended June 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

          As of August 13, 1999, there were issued and outstanding,  options for
     the purchase of 1,283,500 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 937,500 of these
     outstanding  options  are  registered  for  resale,  pursuant to a Form S-3
     Registration Statement, which became effective December 9, 1998. A total of
     2,000,000  shares of common stock have been reserved for issuance under the
     plan.  These options will begin to expire in December 2002, and continue to
     expire through June 2004.

          As of August 13, 1999, there were issued and outstanding,  options for
     the  purchase of 462,000  shares of the  Company's  common  stock under the
     Company's 1994 Stock Option Plan. Of these options, 450,000 are exercisable
     at $3.00 per share,  and expire in September  1999.  The  remaining  12,000
     options  are  exercisable  at $9 and $10 per share and  expire in  December
     1999. These options have not been registered for resale.

          As of August 13, 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.

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 of
     August 13, 1999,  the Company has 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 of common stock.  All 3,528,238 shares have been
     retired to reduce the total number of outstanding shares to 21,208,968.


                                        4
<PAGE>

          The purchase of the 2,235,238 shares differs from the amount of shares
     reported in the Company's  Annual Report and Form 10-K,  filed on March 31,
     1999.  The difference is the result of a settlement of a dispute that arose
     with respect to the transaction.

NOTE 4 - CONTRACT WITH PRESIDENT

          On April  1,  1999  the  Company  entered  into a new  agreement  with
     Bicoastal Holding Company  providing for the continued  services of Paul A.
     Bilzerian,  as President  of  Cimetrix.  The  agreement  provides  that the
     Company  pays  Bicoastal  Holding  Company  for his  services  at a rate of
     $10,000 per month through December 31, 2000. In addition,  the Company will
     provide a $1,500 monthly living allowance and  reimbursement for reasonable
     travel expenses.

          The  agreement  also  authorizes  Mr.  Bilzerian to make special bonus
     payments,  in the  event of a sale of a  majority  of the  common  stock of
     Cimetrix to a third party or the sale of substantially all of the assets of
     Cimetrix.  Such bonus payments shall not exceed 5% of the total sales price
     of the Company's  stock or assets,  up to a maximum  amount of  $5,000,000.
     Such  bonus  payments  shall be  payable  to  Cimetrix  employees  whom Mr.
     Bilzerian believes, in his sole discretion, contributed most to the success
     of Cimetrix.

          This agreement was ratified by the  shareholders at the Annual Meeting
     of Shareholders, which was held May 15, 1999.


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 second 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 second quarter and six months data of 1999 and 1998.

         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

                                        5
<PAGE>

     controlling  machine tools,  industrial  robots and  industrial  automation
     equipment that operates on the factory floor. The Cimetrix Open Development
     Environment  (CODE(TM))  software  products are based on standard  computer
     platforms using 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 six months ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>

                                                            Three Months Ended               Six Months Ended
                                                                 June 30,                         June 30,
                                                       ---------------------------     ----------------------------
                                                            1999              1998            1999             1998
                                                            ----              ----            ----             ----
<S>                                                   <C>             <C>             <C>              <C>

NET SALES                                                   100%              100%            100%             100%
                                                            ----              ----            ----             ----

OPERATING EXPENSES
     Cost of sales                                             2                 3               2                4
     Selling, marketing and customer support                  20                17              19               21
     Research and development                                 39                34              38               37
     General and administrative                               32                41              31               44
                                                      ----------      ------------    ------------     ------------

         Total operating expenses                             93                95              90              106
                                                      ----------      ------------    ------------     ------------

INCOME (LOSS) FROM OPERATIONS                                  7                 5              10               (6)

     Interest income                                           1                 1               2                1
     Interest expense                                         (7)               (5)             (7)              (8)
                                                      -----------     ------------    ------------     ------------

NET INCOME (LOSS)                                              1%               1%              5%             (13%)
                                                      -----------     ------------    ------------     ------------

</TABLE>

Results of Operations

Three and Six Months Ended June 30, 1999 Compared to Three and Six Months Ended
June 30, 1998

Net Sales

         Net sales  decreased  by  $162,000,  or 15%, to $934,000  for the three
months ended June 30, 1999 from  $1,096,000  for the three months ended June 30,
1998.  Net sales for the second  quarter of 1999  consisted of sales of software
(80%),  engineering services (5%), and support and training (15%). Net sales for
the same  period  in 1998  consisted  of sales of  software  (55%),  engineering
services (20%),  and support and training (25%).  While software sales increased
significantly  for the period,  the  increase was not enough to offset the large
decrease in the sales of engineering services, support and training.

         Net sales increased by $95,000, or 5%, to $1,954,000 for the six months
ended June 30, 1999 from  $1,859,000 for the six months ended June 30, 1998. Net
sales for the six months  ended June 30,  1999  consisted  of sales of  software
(80%),  engineering services (7%), and support and training (13%). Net sales for
the same  period  in 1998  consisted  of sales of  software  (56%),  engineering
services (20%), and support and training (24%).  While engineering  services and
support and training sales decreased,  sales of software increased significantly
and accounted for the overall increase in sales.


                                                6
<PAGE>

Major Customers

Sales to major customers that exceeded 10 percent of net sales are approximately
as follows (in thousands):



                            Three Months Ended                Six Months Ended
                                 June 30,                          June 30,
                           --------------------            ---------------------
                           1999            1998            1999             1998
                           ----            ----            ----             ----


Company A                   145               *             324                *
Company B                   116               *             261                *
Company C                     *             225               *              401
Company D                   435             563             867              673
* Less than 10 percent for the period

Cost of Sales

         Cost of sales  decreased  by $18,000,  or 53%, to $16,000 for the three
months ended June 30, 1999 from $34,000 for the comparable  period in 1998. Cost
of sales decreased by $45,000,  or 59%, to $31,000 for the six months ended June
30, 1999 from  $76,000 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.

Selling, Marketing and Customer Support

         Selling,  marketing and customer support costs decreased by $2,000,  or
1%, to $189,000 for the three  months ended June 30, 1999 from  $191,000 for the
comparable  period  in 1998.  Selling,  marketing  and  customer  support  costs
decreased  by $3,000,  or 1%, to $381,000 for the six months ended June 30, 1999
from  $384,000  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  decreased  by  $8,000,  or 2%, to
$366,000  for the  three  months  ended  June 30,  1999  from  $374,000  for the
comparable  period in 1998.  Research  and  development  expenses  increased  by
$46,000, or 7%, to $740,000 for the six months ended June 30, 1999 from $694,000
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  $1.7 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.


                                        7
<PAGE>

General and Administrative

         General and administrative  expenses decreased by $145,000,  or 33%, to
$299,000  for the  three  months  ended  June 30,  1999  from  $444,000  for the
comparable  period in 1998.  General and  administrative  expenses  decreased by
$221,000,  or 27%,  to  $599,000  for the six months  ended  June 30,  1999 from
$820,000  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  increased by $2,000,  or 15% to $15,000 for the three
months ended June 30,  1999,  from  $13,000 for the  comparable  period in 1998.
Interest income increased by $4,000,  or 14% to $32,000 for the six months ended
June 30,  1999,  from  $28,000  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 $7,000, or 12%, to $67,000 for the three
months ended June 30,  1999,  from  $60,000 for the  comparable  period in 1998.
Interest  expense  decreased by $16,000,  or 11%, to $136,000 for the six months
ended  June 30,  1999 from  $152,000  for the  comparable  period in 1998.  This
decrease was  attributable  to the  retirement of a  significant  portion of the
Company's 10% Senior Notes through stock transactions.

Liquidity and Capital Resources

         The Company had approximately  $2.38 million of working capital at June
30, 1999,  compared with approximately  $2.48 million at December 31, 1998. This
overall  decrease in working  capital  was  principally  due to the  purchase of
treasury stock. See Note 3 of Item 1, Financial  Statements.  Positive operating
results have allowed the Company to maintain its working capital.

         Cash used in  investing  activities  for the period ended June 30, 1999
was $12,000  compared with $21,000 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 June 30, 1999,  was $361,000,  compared to cash
provided by financing  activities  of $245,000 for the same period in 1998.  The
Company  purchased a large block of treasury  stock with these  funds,  which is
discussed in detail in Note 3 of Item 1, Financial  Statements.  The Company had
positive cash flow from  operating  activities of $104,000 for the quarter ended
June 30, 1999, compared to negative cash flow of $600,000 for the same period in
1998.

         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
$50,000, 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.


                                        8
<PAGE>

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.

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

         None.


                                   9
<PAGE>


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The annual meeting of  shareholders  of the Company was held on May 15,
1999 with proxies for the meeting solicited by the Company's Board of Directors,
pursuant to Regulation  14A under the  Securities  and Exchange Act of 1934. The
matters voted on at the meeting were as follows:  the election of directors;  to
ratify a  contract  with  Bicoastal  Holding  Company.  There  was not any proxy
solicitation in opposition to management's proposals or nominees for election as
directors.

Both proposals were approved and adopted by the margins indicated below:

1. To elect five  directors  to the  Company's  Board of  Directors to serve for
one-year terms.

                                                     Number of Shares
                                              For                       Withheld
                                           ----------                   --------
Paul A. Bilzerian                          15,413,188                    331,950
Dr. Lowell K. Anderson                     15,415,688                    329,450
Dr. Ron Lumia                              15,415,688                    329,450
Randall A. Mackey                          15,415,688                    329,450
Bill Van Drunen                            15,415,688                    329,450

2. To ratify the contract with Bicoastal Holding Company.

                                           For:                       10,548,835
                                           Against:                      392,335
                                           Abstain:                       83,750
                                           Broker Non-Vote:            3,144,353


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
June 30, 1999.


                                        10
<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: August 13, 1999               By:/s/ Riley G. Astill
                                        -------------------
                                     RILEY G. ASTILL
                                     Vice President of Finance
                                     and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                        11

<TABLE> <S> <C>

<ARTICLE>      5
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM CIMETRIX
INCORPORATED  JUNE  30,  1999  FINANCIAL  STATEMENTS  AND IS  QUALIFIED  IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>



<S>                                            <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   JUN-30-1999
<CASH>                                           1,376,000
<SECURITIES>                                             0
<RECEIVABLES>                                    1,619,000
<ALLOWANCES>                                       160,000
<INVENTORY>                                         45,000
<CURRENT-ASSETS>                                 2,921,000
<PP&E>                                             965,000
<DEPRECIATION>                                     551,000
<TOTAL-ASSETS>                                   3,651,000
<CURRENT-LIABILITIES>                              545,000
<BONDS>                                          2,681,000
                                    0
                                              0
<COMMON>                                             2,000
<OTHER-SE>                                         424,000
<TOTAL-LIABILITY-AND-EQUITY>                     3,651,000
<SALES>                                          1,954,000
<TOTAL-REVENUES>                                 1,987,000
<CGS>                                               31,000
<TOTAL-COSTS>                                    1,888,000
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 136,000
<INCOME-PRETAX>                                     99,000
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                 99,000
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        99,000
<EPS-BASIC>                                            0
<EPS-DILUTED>                                            0




</TABLE>


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