SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORTS UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1995
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 0-21662
Dataguard Recovery Services, Inc.
(Exact name of registrant as specified in its charter)
Kentucky 61-1064606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10301 Linn Station Road, P.O. Box 37144, Louisville, KY 40233-7144
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 502-426-3434
Former name, former address, and former fiscal year, if changed since last
report.
Indicate by check [X] whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date - 4,965,770.
DATAGUARD RECOVERY SERVICES, INC. AND SUBSIDIARY
<TABLE>
Condensed Consolidated Balance Sheets
<CAPTION>
March 31, December 31,
1995 1994
(Unaudited) (Audited)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 487,056 $ 108,603
Accounts receivable, net 2,706,845 122,769
Other current assets 116,327 99,149
Total current assets 3,310,228 330,521
Property and equipment, net 7,106,046 5,224,022
Software development costs, net 618 11,254
Other assets 178,659 137,896
$10,595,551 $ 5,703,693
Liabilities and Stockholders' Equity
Current liabilities:
Current installments of long-term debt $ 280,632 $ 198,725
Current installments of obligations
under capital leases 1,316,154 783,927
Notes payable to stockholders 991,176 491,176
Accounts payable 785,320 538,426
Accrued expenses 1,332,078 242,491
Accrued income taxes 35,300 -
Other current liabilities 209,760 285,562
Total current liabilities 4,950,420 2,540,307
Long-term debt, excluding current installments 1,101,484 1,191,862
Obligations under capital leases,
excluding current installments 1,875,602 705,769
Customers' deposits 55,380 48,783
Deferred revenue 1,331,721 -
Deferred income taxes 82,400 -
Total liabilities 9,397,007 4,486,721
Stockholders' equity:
Preferred stock without par value. Authorized
2,000,000 shares: Series A Preferred Stock
($10 stated value); authorized 100,000 shares;
issued and outstanding 34,167 shares at
March 31, 1995 and December 31, 1994 341,670 341,670
Common stock without par value. Authorized
6,000,000 shares; issued and outstanding
4,965,770 shares at March 31, 1995 and
4,949,770 shares at December 31, 1994 3,005,833 2,997,833
Foreign currency translation adjustment 14,212 -
Accumulated deficit (2,163,171) (2,122,531)
Total stockholders' equity 1,198,544 1,216,972
$10,595,551 $ 5,703,693
</TABLE>
See notes to unaudited condensed consolidated financial statements.
DATAGUARD RECOVERY SERVICES, INC. AND SUBSIDIARY
<TABLE>
Condensed Consolidated Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended
March 30,
1995 1994
<S> <C> <C>
Service revenues $ 2,003,809 $ 1,071,454
Operating expenses:
Cost of services 1,380,180 804,344
Selling, general and administrative expenses 441,892 263,160
1,822,072 1,067,504
Operating income 181,737 3,950
Other income (expense):
Interest expense (131,063) (95,921)
Other income 26,386 444
(104,677) (95,477)
Income (loss) before income taxes 77,060 (91,527)
Provision for income taxes 117,700 -
Net loss $ (40,640) $ (91,527)
Net loss per share of common stock $ (.01) $ (.02)
Weighted average number of common shares
outstanding 4,962,748 4,731,503
</TABLE>
See notes to unaudited condensed consolidated financial statements.
DATAGUARD RECOVERY SERVICES, INC. AND SUBSIDIARY
<TABLE>
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
<CAPTION>
Series A Foreign
Preferred Common Currency Accumulated
Stock Stock Translation Deficit Total
<S> <C> <C> <C> <C> <C>
Balance at
December 31,
1994 $ 341,670 $2,997,833 $ - $(2,122,531) $1,216,972
Issuance of
16,000 shares
of Common Stock - 8,000 - - 8,000
Net loss for
three months
ended March
31, 1995 - - - (40,640) (40,640)
Translation
adjustment at
March 31, 1995 - - 14,212 - 14,212
Balance at March
31, 1995 $ 341,670 $3,005,833 $ 14,212 $(2,163,171) $1,198,544
</TABLE>
See notes to unaudited condensed consolidated financial statements.
DATAGUARD RECOVERY SERVICES, INC. AND SUBSIDIARY
<TABLE>
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (40,640) $ (91,527)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation and amortization 384,433 277,647
Deferred income taxes 82,400 -
Other 13,866 155
Change in operating assets and liabilities:
Accounts receivable (2,583,577) 127,577
Other current assets (17,179) (12,794)
Accounts payable 246,893 (36,752)
Accrued expenses 1,018,913 (1,659)
Accrued income taxes 35,300 -
Other current liabilities (15,877) -
Increase in other assets (41,379) (17,656)
Increase (decrease) in deferred revenue 1,274,758 (54,002)
Increase (decrease) in customers' deposits 3,635 (17,971)
Net cash provided by operating
activities 361,546 173,018
Cash flows from investing activities:
Acquisition of property and equipment (30,941) (25,504)
Investment in subsidiary (218,568) -
Net cash used in investing
activities (249,509) (25,504)
Cash flows from financing activities:
Proceeds from note payable to stockholder 500,000 -
Proceeds from long-term debt - 20,000
Principal payments on long-term debt and
obligations under capital leases (233,584) (198,440)
Net cash provided by (used in)
financing activities 266,416 (178,440)
Net increase (decrease) in cash and cash
equivalents 378,453 (30,926)
Cash and cash equivalents at beginning of
period 108,603 47,834
Cash and cash equivalents at end of period $ 487,056 $ 16,908
</TABLE>
See notes to unaudited condensed consolidated financial statements.
DATAGUARD RECOVERY SERVICES, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1995
(1) In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position
as of March 31, 1995 and the results of operations and cash flows for the
three months then ended.
Certain reclassifications of amounts in the condensed consolidated
financial statements have been made to reflect comparability.
(2) This financial information should be read in conjunction with the
financial statements and the notes thereto included in the Company's annual
report on Form 10-KSB for the period ended December 31, 1994 and the
information included on Forms 8-K, 8-K/A, and 8-K/A (Amendment No. 2) dated
February 3, 1995, April 19, 1995 and May 15, 1995, respectively.
(3) On February 3, 1995, Dataguard Recovery Services, Inc.
("Dataguard")purchased certain operating assets of Twinsys, SA ("Twinsys"), a
leading provider of computer disaster back-up services in France. The
purchased assets include multi-year customer contracts expected to generate
annual revenues of approximately 30 million French francs (approximately $6
million at current exchange rates) in 1995. The assets purchased by Dataguard
also include the lease to Twinsys's main computer facility in Paris, France,
all customer contracts, and certain other operating assets. Leases for certain
of the computer equipment at the facility are being renegotiated with the
lessors. Dataguard expects to lease certain additional computer equipment
needed to meet the requirements under certain of the assumed customer
contracts. Before the purchase by Dataguard, Twinsys had operated under the
administration of a French insolvency tribunal since November 1994, following
the apparent diversion of company assets to the personal benefit of a former
officer. The purchase price was 1,050,000 French francs (approximately
$210,000). Dataguard also assumed obligations under back-up contracts for
which revenues of approximately 4.9 million French francs (approximately $1.0
million) had been prepaid.
Dataguard financed the purchase with funds borrowed from EPI Corporation,
Dataguard's largest stockholder, under an amendment to an existing loan
agreement. John P. Snyder, EPI's President and Chairman, is a director of
Dataguard. Dataguard also issued 16,000 shares of its common stock to EPI in
connection with the loan.
Summarized below are the proforma combined results of operations for the three
months ended March 31, 1995 and 1994, adjusted to reflect the impact of certain
lease terms which have been renegotiated; reduction of personnel costs as a
result of fewer required Twinsys employees, reduced equipment and office
rent expense by combining the Twinsys office locations; and the borrowing of
$500,000 by Dataguard from a stockholder to finance the acquisition of Twinsys
and to provide working capital for its initial operations as though the
acquisition had occurred on January 1, 1995 and 1994, respectively.
<TABLE>
<CAPTION>
Three months ended March 31,
1995 1994
<S> <C> <C>
Revenues $2,664,000 $2,351,000
Net income (loss) 52,000 (632,000)
Net income (loss) per
share of common stock $ .01 $ (.14)
</TABLE>
(4) For financial reporting purposes, income (loss) before income taxes
includes the following components:
<TABLE>
<CAPTION>
March 31, March 31,
1995 1994
<S> <C> <C>
Pretax income (loss)
United States $(241,092) $( 91,527)
Foreign 318,152 -
$ 77,060 $ (91,527)
</TABLE>
The provision for income tax expense in 1995 ($117,700; $0 in 1994) is
attributable to earnings from foreign operations, the components of which
follows:
<TABLE>
<CAPTION>
<S> <C>
Foreign - current $ 35,300
Foreign - deferred 82,400
$ 117,700
</TABLE>
A reconciliation of the income tax expense for the three months ended March 31,
1995 and 1994 with the federal statutory rate is as follows:
<TABLE>
<CAPTION>
March 31, March 31,
1995 1994
<S> <C> <C>
Tax expense (benefit) at
U.S. statutory rates $ 26,200 $ (31,119)
Operating losses in the
U.S. generating no
current tax benefit 81,971 31,119
Higher effective income tax
rate of foreign operations 9,529 -
$ 117,700 $ -
</TABLE>
(5) Other current liabilities consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
<S> <C> <C>
Deferred revenue $ 142,492 $ 199,455
Customers' deposits 56,103 59,064
Other 11,165 27,043
$ 209,760 $ 285,562
</TABLE>
(6) Earnings per common share are computed based on the weighted average
number of common and equivalent shares outstanding during the period using the
treasury stock method. Dividends on the cumulative Series A Preferred Stock
are deducted from net income (added to net loss) in the calculation of earnings
per common share. There are 64,012 unexercised stock options outstanding under
the Dataguard 1988 Stock Option Plan at March 31, 1995. Warrants to purchase
68,334 shares of common stock were outstanding at March 31, 1995. These
outstanding stock options and warrants had no dilutive effect on earnings per
common share.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
The Company reported revenues of $2,003,809 and $1,071,454 for the three months
ended March 31, 1995 and 1994, respectively. The Company reported a net loss
of $40,640 for the three month period March 31, 1995 after reporting a net loss
of $91,527 for the same period in 1994. The 87% increase in revenue is
attributable almost entirely to the acquisition of certain operating assets of
Twinsys, S.A., a Paris, France-based provider of disaster recovery services in
Europe, by Twinsys Dataguard S.A., a newly formed subsidiary of the Company
(hereinafter referred to as "Twinsys"), on February 3, 1995. See Note 3 of
Notes to Condensed Consolidated Financial Statements for a more detailed
explanation of the Twinsys acquisition. For the first quarter of 1995,
Twinsys' revenues exceeded expenses before income taxes by $318,152, which
significantly offset the net loss for the period from the Company's North
American operations.
Backup service revenues for the Company's North American operations decreased
21% when compared to the comparable quarter in 1994. A significant decrease in
Bull backup service revenues resulted from the expiration of the backup
services contract with the Company's second largest customer effective January
1, 1995. Revenues under the expired contract represented approximately 16% of
the Company's total revenues in 1994. IBM backup service revenues in the first
quarter of 1995 grew by 84.6%, but were more than offset by this decrease in
Bull backup service revenues. Consulting service revenues for the quarter
ended March 31, 1995 exceeded revenues for the same period last year. This
increase was offset by a comparable decrease in revenues from other data
processing services during this period. Based upon the current consulting
contracts that have been awarded to the Company, the Company expects revenues
for 1995 from consulting services will exceed the consulting revenues recorded
for 1994. Consulting services and other data processing services, by their
nature, are not recurring, and therefore, significant changes in these service
revenues can occur from year to year.
The Company's operating expenses increased to $1,822,072 for the three months
ended March 31, 1995, from $1,067,504 in 1994. This increase is principally
attributable to Twinsys. The Company's North American operations' operating
expenses decreased slightly during the first quarter of 1995 when compared to
the same period in 1994 principally from reductions in Bull computer equipment
costs and certain marketing expenses. Selling, general and administrative
expenses in North America increased approximately 14.5% for the quarter ended
March 31, 1995 compared to 1994 due to the increased travel, professional fees,
and telephone expenses incurred relative to Twinsys. General and
administrative expenses had remained stable since 1987. These expenses are
expected to be higher throughout 1995 as the Company establishes, refines and
coordinates technical, sales and administrative procedures for its European
operations.
Interest expense totaled $131,063 and $95,921 for the three months ended March
31, 1995 and 1994, respectively. Interest costs increased as a result of the
additional debt incurred to purchase Twinsys as well as the addition of
interest costs incurred by Twinsys in 1995.
The provision for income taxes totalled $117,700 and $0 for the three months
ended March 31, 1995 and 1994, respectively. This provision is attributable to
income from foreign operations. No income tax benefits can be recognized
for operating losses that have been generated in the U.S.
Liquidity and Capital Resources
Accounts payable, accrued expenses and current installments of obligations
under capital leases for computer equipment were the largest components of
current liabilities, which exceeded current assets by $1,604,892 at March 31,
1995.
The principal resources available to reduce the Company's liquidity deficiency
are monthly revenues payable under its backup service contracts. As noted
above, the Company's second largest customer, Honeywell, Inc., elected not to
renew its backup agreement with the Company, which expired on December 31,
1994. Honeywell's action was the result of its decision to outsource certain
of its data processing operations to an affiliate of Bull HN. The arrangement
also included the provision of backup services. Revenues under the expired
agreement totaled $720,000 per year, which represented approximately 16% of the
Company's total service revenues during 1994. The Company did not
significantly decrease its equipment costs as a result of the expiration of
the Honeywell agreement. Thus, the expiration of the Honeywell agreement had a
material adverse impact on the Company's revenues, income, and cash flows, in
the first quarter of 1995. The Company currently cannot predict when it will
be able to generate new revenues to offset lost revenues from Honeywell.
Competitive pressures resulting from the presence of an affiliate of Bull HN as
the first alternate provider of backup services to users of Bull computers in
several years may also adversely affect revenues receivable under future
contracts for such services.
The Company's current backup agreement with the General Electric Company (GE)
expires in May 1995. Service revenues under the GE Agreement totaled
approximately $1,200,000 in 1994, representing approximately 26% of the
Company's total service revenues for that year. The Company has entered into a
new agreement with GE. Annual revenues from this new agreement will be
approximately 76% less than under the existing agreement, due to GE's reduced
backup service requirements. Beginning in the third quarter of 1995, the
Company's equipment cost associated with the GE agreement will significantly
decrease.
Backup service revenues for the Company's customers are generated in most cases
under multi-year, non-cancelable contracts that will provide quantifiable
revenues over the next five years. These contractual revenues, net of
unrecorded lease obligations, though not recorded on the Company's balance
sheet, will be available to help meet the Company's liabilities as recorded at
March 31, 1995. The Company expects to meet its other cash flow needs in 1995
through payments of consulting revenues by existing customers, the addition of
new customers for both backup and consulting services, as well as the extension
of payment terms on certain monthly expenses and other debt. In addition, cash
flow from operations in 1995 is expected to be positively affected as certain
computer equipment leases expire during 1995 and are replaced by new leases on
more favorable terms. The Company has obtained and will continue to seek more
favorable terms for its lease and maintenance agreements to reduce its costs
and expenses. The Company's computer equipment will meet the technological
requirements of the Company's current and prospective customers without the
need for any material capital expenditure during 1995. The Company's objective
is to finance the expansion of its services with the smallest possible adverse
impact on the Company's liquidity position.
Twinsys Acquisition
As noted above, Dataguard purchased certain operating assets of Twinsys on
February 3, 1995. The purchase price for the Twinsys assets was 1,050,000
French francs (approximately $210,000). To finance the purchase of the Twinsys
assets and to provide working capital to Twinsys, the Company increased its
borrowing under a short-term loan from a stockholder from $300,000 to $800,000.
The Company expects this loan to be renewed at least through 1995. The
purchased multi-year customer contracts are expected to generate annual
revenues of approximately 30 million French francs (approximately $6,000,000 at
current exchange rates) in 1995. In the Twinsys acquisition, the Company
assumed obligations under backup contracts for which revenues of approximately
4.9 million French francs (approximately $1 million) had been prepaid prior to
the acquisition.
The Twinsys operating results and cash flows in 1995, and Twinsys' ability to
operate without additional funding from sources other than its own operations,
depend upon Twinsys' ability to lease certain computer equipment necessary to
support its existing customer contracts. Although no assurances can be given
that Twinsys will be able to enter into long-term computer equipment leases on
terms that will allow it to operate without additional funding, the Company has
renegotiated some leases and believes the negotiations on the remaining leases
are progressing. The acquisition of a leading European disaster recovery
provider gives the Company, which is the leading provider to Bull users in
North America, an immediate presence in the much larger Bull market in Europe.
The continued profitability and liquidity of Twinsys in the future depends upon
its ability to maintain existing customers and increase its share of the
European market.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
In connection with the Company's acquisition of certain operating
assets of Twinsys on February 3, 1995, the Company filed a Current report on
Form 8-K dated February 3, 1995, as amended by Forms 8-K/A filed on April 19
and May 15, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this amendment to its quarterly report to be signed on its behalf by the
undersigned, hereunto duly
authorized.
DATAGUARD RECOVERY SERVICES, INC.
Date: March 12, 1996 By: \s\ Richard W. Smith
Richard W. Smith,
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
\s\ Richard W. Smith President and Director March 12, 1996
Richard W. Smith (Chief Executive Officer)
(Chief Financial Officer)
(Chief Accounting Officer)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> $ 487,056
<SECURITIES> 0
<RECEIVABLES> 2,706,845
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,310,228
<PP&E> 12,802,928
<DEPRECIATION> 5,696,882
<TOTAL-ASSETS> 10,595,551
<CURRENT-LIABILITIES> 4,950,420
<BONDS> 1,880,755
<COMMON> 3,005,833
0
341,670
<OTHER-SE> (2,163,171)
<TOTAL-LIABILITY-AND-EQUITY> 10,595,551
<SALES> 0
<TOTAL-REVENUES> 2,003,809
<CGS> 0
<TOTAL-COSTS> 1,822,072
<OTHER-EXPENSES> 104,677
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 77,060
<INCOME-TAX> 117,700
<INCOME-CONTINUING> (40,640)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,640)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
