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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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QUARTERLY REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission File Number
September 30, 1998 0-15520
--------------------- ----------------------
INDUSTRIAL IMAGING CORPORATION
(Name of Small Business
Issuer As Specified In Its Charter)
Delaware 05-0396504
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
847 Rogers Street, Lowell, Massachusetts 01852
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(Address of Principal Executive Offices, Zip Code)
(978) 937-5400
----------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), (2) and
has been subject to such filing requirements for the past 90 days.
Yes X No
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As of October 31, 1998, the Company had outstanding 10,890,201 shares of
Common Stock, $.01 par value per share.
Transitional Small Business Disclosure Format: Yes No X
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<PAGE>
INDUSTRIAL IMAGING CORPORATION
INDEX
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION PAGE NUMBER
-----------
Item 1. Financial Statements
<S> <C>
Balance Sheets at September 30, 1998 and March 31, 1998 1
Statements of Operations for the three months and six months
ended September 30, 1998 and 1997 2
Statements of Cash Flows for the six months ended
September 30, 1998 and 1997 3
Notes to Financial Statements 4
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. Default Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
</TABLE>
<PAGE>
INDUSTRIAL IMAGING CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1998 1998
ASSETS ------------ ---------
Current assets:
<S> <C> <C>
Cash $ 55,480 $ 671,195
Accounts receivable, net of allowance for doubtful accounts of $29,153 at
September 30, 1998 and $31,000 at March 31, 1998 1,027,777 214,450
Inventory 1,572,098 1,995,194
Prepaid expenses 14,781 75,282
------------ --------------
Total current assets 2,670,136 2,956,121
Property and equipment, net 272,525 59,150
Other assets 47,133 7,600
------------ --------------
Total assets $ 2,989,794 $ 3,022,871
============ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable 767,637 $ 715,334
Accounts payable 1,177,611 599,785
Deferred revenue 226,278 342,705
Accrued expenses 889,537 834,212
------------ --------------
Total current liabilities 3,061,063 2,492,036
Notes payable -- long-term portion 317,306 152,217
------------ --------------
Total liabilities 3,378,369 2,644,253
Commitments and contingencies -- --
Shareholders' deficit:
Common stock, par value $.01 per share, authorized 20,000,000 shares, 108,902 108,902
10,890,201 shares issued and outstanding at September 30, 1998
and March 31, 1998
Series A Preferred Stock, par value $.01 per share, authorized 1,000,000 shares,
0 shares issued and outstanding at September 30, 1998 and March 31, 1998 -- --
Series B Preferred Stock, par value $.01 per share, authorized 300,000 shares,
0 shares issued and outstanding at September 30, 1998 and March 31, 1998 -- --
Additional paid-in capital 10,794,439 10,794,439
Accumulated deficit (11,166,916) (10,399,723)
------------ --------------
(263,575) 503,618
Note Receivable (125,000) (125,000)
------------ --------------
Total shareholders' equity (deficit) (388,575) 378,618
------------ --------------
Total liabilities and shareholders' equity (deficit) $ 2,989,794 $ 3,022,871
============ ==============
</TABLE>
The accompanying notes are an integral part of the statements
1
<PAGE>
INDUSTRIAL IMAGING CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
---- ---- ---- ----
Revenues:
<S> <C> <C> <C> <C>
Product $ 1,404,800 $ 805,493 $ 2,431,460 $ 1,407,178
Service 91,211 101,506 202,082 206,592
------------ ------------ ------------ ------------
1,496,011 906,999 2,633,542 1,613,770
Cost of revenues:
Product 1,047,124 870,057 1,837,443 1,515,930
Service 91,941 92,620 163,193 150,824
------------ ------------ ------------ ------------
1,139,065 962,677 2,000,636 1,666,754
Gross profit (loss) 356,946 (55,678) 632,906 (52,984)
Operating expenses:
Engineering 169,872 109,750 412,516 223,199
Sales and marketing 316,756 124,058 517,363 220,314
General and administrative 173,090 245,252 400,023 455,047
------------ ------------ ------------ ------------
Total operating expenses 659,718 479,060 1,329,902 898,560
Loss from operations (302,772) (534,738) (696,996) (951,544)
Other income (expense):
Interest expense, net (46,954) (50,880) (73,341) (98,866)
Other income (expense), net 694 (12,378) 3,144 (5,220)
------------ ------------ ------------ ------------
Other income (expense), net (46,260) (63,258) (70,197) (104,086)
Loss before income taxes (349,032) (597,996) (767,193) (1,055,630)
Provision for income taxes -- -- -- --
Net loss ($349,032) ($597,996) ($767,193) ($1,055,630)
============ ============ ============ ============
Net loss per common share - Basic and Diluted (Note 2) ($0.03) ($0.09) ($0.07) ($0.16)
============ ============ ============ ============
Weighted average common shares outstanding 10,890,201 6,611,602 10,890,201 6,425,193
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the statements
2
<PAGE>
INDUSTRIAL IMAGING CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net loss ($767,193) ($1,055,630)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 40,425 7,763
Amortization -- 53,125
Changes in assets and liabilities:
Accounts receivable (813,327) 166,305
Inventory 423,096 473,615
Prepaid expenses 60,501 30,087
Other assets (39,533) --
Accounts payable 577,826 (59,379)
Deferred revenue (116,427) 69,849
Accrued expenses 55,325 182,228
------------ -----------
Net cash used in operating activities (579,307) (132,037)
Cash flows from investing activities:
Capital expenditures (253,800) --
------------ -----------
Net cash used in investing activities (253,800) 0
Cash flows from financing activities:
Principal payments on nonconvertible debt (20,108) (15,403)
Proceeds from capital lease 250,000 --
Payments on capital lease (12,500) --
Proceeds from issuance of stock (net) -- 100,014
------------ -----------
Net cash provided from financing activities 217,392 84,611
------------ -----------
Net increase (decrease) in cash (615,715) (47,426)
------------ -----------
Cash, beginning of period 671,195 62,103
------------ -----------
Cash, end of period $ 55,480 $ 14,677
============ ===========
Supplemental cash flows information:
Cash paid during the period for interest $8,091 $ 42,902
Noncash items:
Debt and accrued interest converted to equity during the period -- $ 1,372,593
</TABLE>
The accompanying notes are an integral part of the statements
3
<PAGE>
INDUSTRIAL IMAGING CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The financial statements of Industrial Imaging Corporation (the "Company")
included herein have been prepared pursuant to the rules of the Securities and
Exchange Commission for quarterly reports on Form 10-QSB and do not include all
of the information and footnote disclosures required by generally accepted
accounting principles. These statements should be read in conjunction with the
financial statements and notes thereto for the year ended March 31, 1998
included in the Company's Form 10-KSB and Form 10-KSB/A filed with the
Securities and Exchange Commission.
The financial statements and notes herein are unaudited, except for the
balance sheet as of March 31, 1998, but in the opinion of management, include
all the adjustments (consisting only of normal, recurring adjustments) necessary
to present fairly the financial position, results of operations and cash flows
of the Company.
The results of operations for the reported 1998 period are not necessarily
indicative of the results to be achieved for any future period or for the entire
year ended March 31, 1999.
2. EARNINGS PER SHARE CALCULATION
In the last quarter of fiscal 1998, the Company adopted SFAS No. 128,
Earnings per Share ("EPS"). Basic EPS is calculated by dividing net income
(loss) by the weighted-average number of common shares outstanding for the
period. Diluted EPS is calculated the same as basic except, if not antidilutive,
stock options are included using the treasury stock method to the extent that
the average share trading price exceeds the exercise price. As of September 30,
1998 and 1997, assumed exercise of options and warrants are not included in the
calculation of diluted EPS since the effect would be antidilutive. The
implementation of this standard did not have an effect on EPS in the period
ended September 30, 1997 and, therefore, did not require restatement. Basic and
diluted EPS were equal for the three months and six months ended September 30,
1998 and 1997; therefore, no reconciliation between basic and diluted EPS is
required.
3. INVENTORY
Inventory is stated at the lower of cost (first-in, first-out) or market
and consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1998 1997
------------- ---------
<S> <C> <C>
Raw materials $ 805,122 $ 746,748
Work-in-process 295,204 366,320
Finished goods 471,772 882,126
---------- ----------
$1,572,098 $1,995,194
========== ==========
</TABLE>
4. COMPREHENSIVE INCOME
On April 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which requires companies to report all changes in equity
during a period, except those resulting from investment by owners and
distribution to owners, in a financial statement for the period in which they
are recognized (" Comprehensive Income"). The Company has no items of
Comprehensive Income requiring disclosure in the accompanying financial
statements for all periods presented.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Industrial Imaging Corporation (the "Company") designs, manufactures and
markets automated optical, vision and industrial imaging systems for inspection
and identification of defects in PCBs and laser plotters for creation of PCB
artwork and phototools. The Company operates under the trade name of AOI
International, Inc. and has manufacturing operations based in Lowell,
Massachusetts with customers located in the United States, Europe and Asia.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTH PERIODS ENDED SEPTEMBER 30, 1998 AND 1997
Revenues for the three months ended September 30, 1998 ("Interim 1999")
were $1,496,011 compared to $906,999 for the three months ended September 30,
1997 ("Interim 1998"). Product revenues increased by 74.4% to $1,404,800 in
Interim 1999 from $805,493 for Interim 1998 due primarily to an increase in the
number of units sold. Service revenues decreased slightly from $101,506 for
Interim 1998 to $91,211 for Interim 1999. Historically the Company has
experienced significant quarterly fluctuations in operating results due to the
relatively small number of high priced sales in any quarter. Management expects
these fluctuations to continue.
Cost of revenues for Interim 1999 was $1,139,065 compared to $962,677 for
Interim 1998. Primarily as a result of the increased revenues covering certain
fixed cost, gross profit as a percent of net revenues for Interim 1999 increased
to 23.9% ($356,946) from a gross loss of 6.1% ($55,678) for Interim 1998.
Engineering expenses for Interim 1999 of $169,872 increased from $109,750
for Interim 1998. The increase of $60,122 (54.8%) was due primarily to the
increase in staffing and related costs.
Sales and marketing expenses increased to $316,756 for Interim 1999 from
$124,058 for Interim 1998. The increase of $192,698 (155.3%) was due primarily
to increased commissions on the higher revenues and an increase in staffing and
related expenses.
General and administrative expenses decreased to $173,090 for Interim 1999
from $245,252 for Interim 1998. The decrease of $72,162 (29.4%) was due
primarily to decreases in professional fees and amortization.
Interest expense (net) was $46,954 for Interim 1999 compared to $50,880 for
Interim 1998. This was due to the decreased use of factoring of accounts
receivable during Interim 1999 as compared to Interim 1998. Other income was
$694 for Interim 1999 (comprised of favorable currency translations) compared to
other expense of $12,378 for Interim 1998 made up of state tax expenses offset
by favorable currency translations.
Due to the uncertainty of realizing the tax benefits of net operating loss
carryforwards, no provision for income tax benefit was made for either Interim
1999 or Interim 1998.
Primarily as a result of the increased revenues, the net loss decreased to
$349,032 for Interim 1999, as compared to the net loss of $597,996 for Interim
1998.
5
<PAGE>
COMPARISON OF THE SIX MONTH PERIODS ENDED SEPTEMBER 30, 1998 AND 1997
Net revenues for the six months ended September 30, 1998 were $2,633,542,
as compared to $1,613,770 for the same period in 1997, an increase of 63.2%.
Product revenues increased by 72.8% to $2,431,460 for the six month period ended
September 30, 1998 from $1,407,178 for the same period in 1997 due primarily to
the increase in the number of units sold. Service revenues decreased slightly
from $206,592 for the first six months of fiscal 1998 to $202,082 for the same
six months in fiscal 1999.
Cost of revenues for the first six months of fiscal 1999 was $2,000,636
compared to $1,666,754 for the same period in fiscal 1998. Primarily as a result
of the increased revenues covering certain fixed costs, gross profit as a
percent of net revenues for six months ended September 30, 1998 increased to 24%
($632,906) from a gross loss of 3.3% ($52,984) for the same period in 1997.
Engineering expenses for the first six months of fiscal 1999 of $412,516
increased from $223,199 for the same period in fiscal 1998. The increase of
$189,317 (84.8%) was due primarily to the expanding of the engineering staff and
related costs, and additional development costs of the AOI-2500 systems.
Sales and marketing expenses increased to $517,363 for the six months ended
September 30, 1998 from $220,314 for the first six months of fiscal 1998. The
increase of $297,049 (134.8%) was due primarily to increased commissions on the
greater sales volume and increases in staffing and related expenses.
General and administrative expenses decreased to $400,023 for the first six
months of fiscal 1999 from $455,047 for the same period in fiscal 1998. The
decrease of $55,024 (12.1%) was due primarily to decreases in professional fees
and amortization.
Interest expense (net) was $73,341 for the six months ended September 30,
1998 compared to $98,866 for the same six month period in 1997. This was due to
the decreased use of factoring of accounts receivable during fiscal 1999 as
compared to fiscal 1998. Other income was $3,144 for the first six months of
fiscal 1999 (comprised of favorable currency translations) compared to other
expense of $5,220 for fiscal 1998, made up of state tax expenses offset by
favorable currency translations.
Due to the uncertainty of realizing the tax benefits of net operating loss
carryforwards, no provision for income tax benefit was made for either of the
six month periods ended September 30, 1999 or 1998.
Primarily as a result of the increased revenues and the resulting gross
profit offset by certain increased expenses, the net loss for the first six
months of fiscal 1999 decreased to $767,193, as compared to the net loss of
$1,055,630 for the same period in fiscal 1998.
6
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company has incurred operating losses since inception that continued
through September 30, 1998. In addition, the financial statements of the Company
for Fiscal 1998 were prepared on the assumption that the Company will continue
as a going concern and do not include any adjustments that would result if the
Company would cease as a going concern. The report of the independent
accountants contains an explanatory paragraph as to the Company's ability to
continue as a going concern. Among the factors cited by the auditors as raising
substantial doubt as to the Company's ability to continue as a going concern is
that the Company has suffered recurring losses from operations, has a net
working capital deficiency and had an accumulated deficit of $11,166,916 as of
September 30, 1998. The Company's operations to date have been funded by equity
investments, borrowing from banks, investors and stockholders, factoring of
accounts receivable, and to a limited extent, cash flow from operations. In
addition, the Company raised $3 million of new equity in November 1997.
Management believes that the Company needs to obtain additional working capital
to address its operational needs and to fund the Company's objective of
agressively pursuing market penetration. In view of the Company's current
financial condition, the Company plans to continue to aggressively manage its
working capital and expenses while pursuing product sales opportunities as well
as strategic or other business relationships. In addition, the Company is
currently seeking bank financing as well as additional equity investments. There
can be no assurance that the Company can attract additional capital at favorable
rates, if at all. In the event the Company is unable to raise additional
capital, it may be required to take additional steps which could include a
merger or sale of the Company, or seeking protection under bankruptcy laws.
At September 30, 1998, the Company had cash of $55,480, and a working
capital deficit of $390,927. During the six months ended September 30, 1998,
cash used in operating activities was $579,307. The Company entered into a
sale/leaseback transaction during the first six months of fiscal 1999 to finance
a demonstation system to aid in the pursuit of sales opportunities. The Company
currently has no outstanding material commitments for capital expenditures.
The Company derives most of its annual revenues from a relatively small number
of sales of products, systems and upgrades, with product prices ranging from
$185,000 to $600,000 per system. As a result, accounts receivable will likely
continue to fluctuate based on the number of systems sold in each period and the
timing of the individual sales within each period. Moreover, any delay in the
recognition of revenue for single products or a delay in shipment to customers,
systems or upgrades would have a material adverse effect on the Company's
results of operations for a given accounting period. In addition, some of the
Company's net sales have been realized near the end of a quarter. Accordingly, a
delay in a customer's acceptance or in a shipment scheduled to occur near the
end of a particular quarter could materially adversely affect the Company's
results of operations for that quarter. The accounts receivable balance
increased from $214,450 at March 31, 1998, to $1,027,777 at September 30, 1998,
due to the increased sales of systems during the first six months of fiscal
1999.
Accounts payable increased from $599,785 at March 31, 1998 to $1,177,661 at
September 30, 1998, primarily due to an increase in the aging of accounts
payable. Deferred revenue decreased by $116,427 as a result of decreased down
payments from customers.
7
<PAGE>
YEAR 2000 DISCLOSURE
The Company has considered the potential problems that may arise
because of the year 2000 as it relates to the Company's internal information
systems. It is the Company's opinion that, having considered the systems that
the Company presently utilizes, the year 2000 should not present material
problems with respect to its own internal information systems. To date, the
Company is unaware of any situations of noncompliance that would materially
adversely affect its operations or financial condition. There can be no
assurance, however, that instances of noncompliance which could have a material
adverse effect on the Company's operations or financial condition will not be
identified; that the systems of other companies with which the Company transacts
business will be corrected on a timely basis; or that a failure by such entities
to correct a Year 2000 problem or a correction which is incompatible with the
Company's information systems would not have a material adverse effect on the
Company's operations or financial condition.
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements regarding
anticipated results of operations, liquidity and other matters. These
statements, in addition to statements made in conjunction with the words
"anticipate", "expect", "believe", "intend", "seek," "estimate" and similar
expressions, are forward-looking statements that involve a number of risks and
uncertainties. Such statements are based on management's current expectations
and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Such factors and uncertainties include, but are not limited to the
following: business conditions and growth in certain market segments and general
economy; an increase in competition; increased or continued market acceptance of
the Company's products and proposed products; the loss of the services of one or
more of the Company's key employees, which could have a material adverse effect
on the Company; dependence on few customers; the availability of additional
capital to fund expansion on acceptable terms, if at all; year 2000 problems;
and other risks and uncertainties indicated from time to time in the Company's
filings with the Securities and Exchange Commission.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None
ITEM 2. CHANGES IN SECURITIES. None
ITEM 3. DEFAULT UPON SENIOR SECURITIES. None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company has
temporarily postponed its Annual Meeting of Stockholders and intends to hold a
meeting sometime during the next two quarters.
ITEM 5. OTHER MATTERS. Shaiy Pilpel, Ph.D., a member of the Board of Directors,
resigned during the quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibit is filed herewith:
Exhibit
-------
No. Title
--- -----
27 Financial Data Schedule
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the quarter for which this report is filed.
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INDUSTRIAL IMAGING CORPORATION
Date: November 13, 1998 By: /s/ Juan J. Amodei, Ph.D.
----------------------------
Juan J. Amodei, Ph.D.
Chairman, Chief Executive Officer
and President
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE ISSUER AS OF AND FOR THE SIX MONTH PERIOD ENDED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Mar-31-1999
<PERIOD-START> Apr-01-1998
<PERIOD-END> Sep-30-1998
<CASH> 55,480
<SECURITIES> 0
<RECEIVABLES> 1,056,930
<ALLOWANCES> 29,153
<INVENTORY> 1,572,098
<CURRENT-ASSETS> 2,670,136
<PP&E> 450,086
<DEPRECIATION> 177,561
<TOTAL-ASSETS> 2,989,794
<CURRENT-LIABILITIES> 3,061,063
<BONDS> 0
0
0
<COMMON> 108,902
<OTHER-SE> (497,477)
<TOTAL-LIABILITY-AND-EQUITY> 2,989,794
<SALES> 2,633,542
<TOTAL-REVENUES> 2,633,542
<CGS> 2,000,636
<TOTAL-COSTS> 2,000,636
<OTHER-EXPENSES> 1,324,667
<LOSS-PROVISION> 2,091
<INTEREST-EXPENSE> 73,341
<INCOME-PRETAX> (767,193)
<INCOME-TAX> 0
<INCOME-CONTINUING> (767,193)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (767,193)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
