<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 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 0-16449
BLYTH HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3046892
(State of incorporation) (IRS Employer Identification No.)
989 E. Hillsdale Boulevard #400
Foster City, California 94404
(Address of principal executive offices)
(415) 571-0222
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes X No
--- ----
As of November 1, 1995 there were 9,520,609 shares of registrant's Common
Stock, $.01 par value, outstanding.
1
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BLYTH HOLDINGS INC.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
September 30, 1995 and March 31, 1995 3
Condensed Consolidated Statements of Operations -
Three and six months ended September 30, 1995 and 1994 4
Condensed Consolidated Statements of Cash Flows -
Six months ended September 30, 1995 and 1994 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
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PART I. FINANCIAL INFORMATION
ITEM 1.Financial Statements
BLYTH HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
September 30,1995 March 31,1995
----------------- ---------------
<S> <C> <C>
Current assets
Cash and equivalents $5,839,000 $4,593,000
Trade accounts receivable, less allowance for
doubtful accounts of $478,734 and
$242,899 at September 30 and March 31, respectively 2,965,000 3,966,000
Inventory 244,000 262,000
Other current assets 429,000 1,077,000
------------- -------------
Total current assets 9,477,000 9,898,000
------------- -------------
Property, furniture and equipment, net 2,472,000 2,979,000
Capitalized software development costs, net 865,000 1,440,000
Other assets 52,000 55,000
------------- -------------
Total assets $12,866,000 $14,372,000
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $1,822,000 $2,235,000
Deferred revenue 1,393,000 1,040,000
Current portion of long term debt 13,000 97,000
------------- -------------
Total current liabilities 3,228,000 3,372,000
------------- -------------
Long term debt 1,034,000 2,759,000
Stockholders' equity
Common stock 94,000 71,000
Paid in capital 35,241,000 30,741,000
Treasury stock (1,557,000) (1,557,000)
Accumulated deficit (25,376,000) (21,296,000)
Foreign currency translation adjustment 202,000 282,000
------------- -------------
Total stockholders' equity 8,604,000 8,241,000
------------- -------------
Total liabilities and stockholders' equity $ 12,866,000 $ 14,372,000
------------- -------------
------------- -------------
</TABLE>
3
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BLYTH HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Month Ended
September 30 September 30
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenues:
Products $ 1,183,000 $ 1,733,000 $ 2,742,000 $ 4,485,000
Services 1,928,000 1,438,000 3,804,000 2,766,000
------------ ------------ ------------ ------------
Total net revenues 3,111,000 3,171,000 6,546,000 7,251,000
Costs and expenses:
Cost of sales 1,739,000 1,872,000 3,718,000 3,146,000
Research & development 616,000 520,000 1,707,000 819,000
Sales, general and administrative 2,082,000 5,467,000 5,181,000 9,130,000
------------ ------------ ------------ ------------
Total costs and expenses 4,437,000 7,859,000 10,606,000 13,095,000
------------ ------------ ------------ ------------
Operating loss (1,326,000) (4,688,000) (4,060,000) (5,844,000)
------------ ------------ ------------ ------------
Other income (expense):
Interest income 63,000 83,000 114,000 169,000
Interest expense (35,000) (4,000) (105,000) (14,000)
Gain on foreign currency transactions (4,000) 10,000 (2,000) 3,000
------------ ------------ ------------ ------------
24,000 89,000 7,000 158,000
------------ ------------ ------------ ------------
Loss before income taxes (1,302,000) (4,599,000) (4,053,000) (5,686,000)
Income tax expense 4,000 1,000 28,000 3,000
------------ ------------ ------------ ------------
Net loss $ (1,306,000) $ (4,600,000) $ (4,081,000) $ (5,689,000)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net loss per common share: $ (0.15) $ (0.69) $ (0.52) $ (0.85)
Weighted average number of common
shares outstanding 8,457,882 6,623,270 7,913,085 6,723,654
</TABLE>
4
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BLYTH HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
September 30
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,081,000) $ (5,689,000)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization expense 638,000 513,000
Capitalized software development cost
amortization expense 562,000 443,000
Accrued interest converted in to stock 83,000
Change in assets and liabilities:
Net (increases) decreases in assets:
Trade accounts receivable 1,001,000 434,000
Note receivable-related party
Inventory 18,000 (105,000)
Other current assets 649,000 (323,000)
Other long-term assets 3,000 245,000
Net increases (decreases) in liabilities
Accounts payable and accrued liabilities (413,000) 721,000
Deferred revenues 353,000 505,000
------------ ------------
Net cash used for operating activities (1,187,000) (2,748,000)
------------ ------------
Cash flows from investing activities:
Capitalized software development costs (1,798,000)
Purchases of property, furniture and equipment (159,000) (996,000)
------------ ------------
Net cash used for investing activities (159,000) (2,794,000)
------------ ------------
Cash flows from financing activities:
Repurchase of common stock (1,764,000)
Net proceeds from issuance of long-term debt 2,572,000
Exercise of stock options/ESPP 114,000 46,000
Exercise of warrants 100,000
Stock issuance costs (11,000)
Repayments of debt (51,000) (273,000)
------------ ------------
Net cash from (for) financing activities 2,635,000 (1,902,000)
------------ ------------
Effect of exchange rate changes on cash (43,000) 90,000
Net decrease in cash and equivalents 1,246,000 (7,354,000)
Cash and equivalents at beginning of period 4,593,000 14,406,000
------------ ------------
Cash and equivalents at end of period $ 5,839,000 $ 7,052,000
------------ ------------
------------ ------------
NON CASH INVESTING AND FINANCING ACTIVITIES
Conversion of convertible subordinated debentures into common stock $ 4,409,000 $
------------ ------------
------------ ------------
</TABLE>
5
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BLYTH HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited financial information furnished herein reflects all
adjustments, consisting only of normal recurring items, which in the opinion
of management are necessary to fairly state the Company's financial position,
the results of its operations and the changes in its financial position for
the periods presented. These financial statements should be read in
conjunction with the Company's audited financial statements for the year
ended March 31, 1995. The results of operations for the period ended
September 30, 1995 are not necessarily indicative of results to be expected
for any other interim period or the year ending March 31, 1996.
2. Net loss per share for the three and six months ended September 30, 1994
and 1995 is based on the weighted average number of common shares outstanding
during the period including, where applicable, common stock equivalent
shares.
3. In July 1995 the Company sold $2,750,000 aggregate principal amount of
its 5% Convertible Debentures due June 30 1997 and realized net proceeds of
$2,582,000 from this offering. The principal and interest are convertible
into shares of the Company's common stock. In March of 1995 the Company
received $2.7 million from an offering of 8% Convertible Debentures due March
31, 1997. As of September 30, 1995 all but $950,000 of the 5% Convertible
Debentures due June 30 1997 had been converted into common stock and all of
the 8% Convertible Debentures due March 31, 1997 had been converted into
common stock. The Company may at its option force conversion of any
outstanding 5% Debentures due June 30, 1997 at any time after June 30, 1996.
The Company's other long term debt consists primarily of long term leases.
6
<PAGE>
BLYTH HOLDINGS INC. AND SUBSIDIARIES
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994
REVENUES. Total net revenues declined 2% to $3,111,000 for the three
months ended September 30, 1995 from $3,171,000 for the three months ended
September 30, 1994. In addition, total net revenues declined 10% to $6,546,000
for the six months ended September 30, 1995 from $7,251,000 for the six months
ended September 30, 1994. The decline in total net revenues in the three months
and six months ended September 30, 1995 as compared to the three and six months
ended September 30, 1994 was due to a decline in product revenues during these
periods offset in part by increases in services revenues during these same
periods.
Product revenues declined 32% to $1,183,000 for the three months ended
September 30, 1995 from $1,733,000 in the corresponding period of the prior
year. Product revenues declined 39% to $2,742,000 for the six months ended
September 30, 1995 from $4,485,000 in the corresponding six months of the prior
year. The decrease in product revenues in the three and six months ended
September 30, 1995 as compared to the corresponding periods in 1994 was
primarily attributable to the Company changing its sales strategy to put
increased emphasis on leveraged sales through resellers in addition to direct
sales by the Company's sales force. Partly as a result of the changed strategy
and partly to reduce expenses, in June 1995 the Company reduced its North
American direct sales force by approximately 50%. In addition, the Company
believes that its revenues were lower in three and six months ended September
30, 1995 as a result of a lag in revenues from orders for the Company's six new
products which were introduced in mid-September 1995 but were not available for
shipment until early October 1995. The Company's strategy in introducing these
new products, which have list prices from $495 to $2,995, and its increased
emphasis on opening new distribution channels through resellers, are both
designed to allow the Company to broaden its markets and help increase product
sales. There can be no assurance, however, that the Company will recognize
increased product revenues from these new products or that these new products
will achieve market acceptance in the near future or at all. The higher level
of product revenues in the six months ended September 30, 1994 as compared to
the six months ended September 30, 1995 also was attributable to the Company's
introduction of a significant upgrade to its core product in the first quarter
of fiscal 1995 which resulted in a significant increase in product revenues in
that quarter as compared to the corresponding quarter of fiscal 1996.
Service revenues for the three months ended September 30, 1995 increased
34% to $1,928,000 from $1,438,000 for the corresponding period of the prior
year. Service revenues for the six months ended September 30, 1995 increased
38% to $3,804,000 from $2,766,000 for the corresponding period of the prior
year. The increase in service revenues in the three months and six months ended
September 30, 1995 as compared to the three and six months ended
7
<PAGE>
September 30, 1994 was a result of increased consulting revenues from services
provided in connection with customers' enterprise-wide implementations using the
Company's products, together with an increase in maintenance and support
revenues.
COST OF SALES. Cost of sales is comprised of the following: 1) product
cost which includes the cost of both internal and subcontracted production,
technical support and maintenance services during the warranty period (primarily
personnel related), and amortization of capitalized software development costs,
and 2) service cost, primarily personnel related, which consists of consulting,
technical support, maintenance services outside the warranty period and
training. Cost of sales as a percentage of total net revenues decreased to 56%
from 59% for the three months ended September 30, 1995 as compared to the three
months ended September 30, 1994. This decrease was primarily attributable to a
lower cost of product sales in the three months ended September 30, 1995 as
compared to the corresponding period in 1994, despite the increase during these
same periods in the portion of total net revenues derived from service revenues
which carry a significantly lower gross margin than product revenues. In
addition, margins on service revenues decreased during the three months ended
September 30, 1995 as compared to the three months ended September 30, 1994.
Cost of sales a percentage of total net revenues increased to 57% from 43% for
the six months ended September 30, 1995 as compared to the six months ended
September 30, 1994. This increase in cost of sales was primarily attributable
to the low cost of product sales in the first quarter of fiscal 1995 associated
with the high proportion of product revenue realized in that quarter from
upgrades to the Company's core product as well as the increase in the portion of
total net revenues derived from service revenues.
RESEARCH AND DEVELOPMENT EXPENSE. The table below sets forth gross
research and development costs, capitalized software development costs, and net
research and development expenses both in absolute dollars (in thousands) and as
a percentage of total net revenues for the periods indicated:
<TABLE>
<CAPTION>
Three months Six months
ended September 30, ended September 30,
------------------- -------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Dollar amounts:
Gross research and development costs........... $ 616 $1,299 $ 1,707 $2,617
Capitalized software development costs......... - (779) - (1,798)
Research and development expenses.............. 616 520 1,707 819
As a percentage of total net revenues:
Gross research and development costs........... 20% 41% 26% 36%
Research and development expenses.............. 20% 16% 26% 11%
</TABLE>
The decrease in gross research and development costs is primarily due to
decreases in the Company's research and development and associated support
costs. The Company continues to invest in the development of new products
designed to allow it to expand into new markets as well as better penetrate its
existing markets. The "net realizability" (as defined in Statement of Financial
Accounting Standards 86) for most of the Company's current development efforts
cannot be currently determined, accordingly, the Company has not capitalized any
research and
8
<PAGE>
development costs in the six months ended September 30, 1995. As a result
research and development expense has increased in both the three and six
months ended September 30, 1995 as compared to the same period in 1994.
At September 30, 1995 the Company had $865,000 of capitalized software
development costs which the Company expects to fully amortize in early fiscal
1997.
SALES, GENERAL AND ADMINISTRATIVE EXPENSE. Sales, general and
administrative expenses decreased to $2,082,000 for the quarter ended September
30, 1995 from $5,467,000 for the quarter ended September 30, 1994, representing
67% and 172% of total net revenues during these periods, respectively. Sales,
general and administrative expenses decreased to $5,181,000 for the six months
ended September 30, 1995 from $9,130,000 for the six months ended September 30,
1994, representing 79% and 126% of total net revenues during these periods,
respectively. These decreases in sales, general and administrative expense
primarily reflect the effect of the Company's cost control measures instituted
during calendar 1995, particularly in the second quarter of fiscal 1995, and the
fact that sales, general and administrative expenses for the three and six
months ended September 30, 1994 included a non-recurring $950,000 expense
related to a strategic investment in an early development stage company.
OTHER INCOME (EXPENSE). Other income (expense) is comprised primarily of
interest income earned on cash and equivalents, interest expense related to the
Company's 8% Convertible Debentures due March 31, 1997 (issued March 31, 1995
with net proceeds to the Company of $2,647,000 ), interest expense related to
the Company's 5% Convertible Debentures due June 30, 1997 (issued July 14, 1995
with net proceeds to the Company of $2,582,000) and foreign currency
transactions. Other income decreased to $24,000 for the three months ended
September 30, 1995 from $89,000 for the three months ended September 30, 1994.
In addition, other income decreased to $7,000 for the six months ended
September 30, 1995 from $158,000 for the six months ended September 30, 1994.
These decreases were primarily due to higher interest expense due to the accrual
of interest on the outstanding 8% Convertible Debentures due March 31, 1997 and
5% Convertible Debentures due June 30, 1997 together with lower interest income
as a result of lower average balances of cash and equivalents. All of the
outstanding aggregate principal amount of the debentures except for $950,000
aggregate principal amount of the 5% Convertible Debentures due June 30, 1997,
had been converted into an aggregate of 2,302,105 shares of common stock by
September 30, 1995.
NET LOSS. The Company recognized a net loss of $1,306,000 for the three
months ended September 30, 1995 as compared to a net loss of $4,600,000 for the
three months ended September 30, 1994. This decreased loss primarily resulted
from a decrease of $3,385,000 in sales, general and administrative costs in the
three months ended September 30, 1995 as compared to the three months ended
September 30, 1994. The Company recognized a net loss of $4,081,000 for the
six months ended September 30, 1995 as compared to a net loss of $5,689,000 for
the six months ended September 30, 1994. This decreased loss primarily resulted
from a decrease of $3,949,000 in sales, general and administrative costs in the
six months ended September 30, 1995 as compared to the six months ended
September 30, 1995 which was offset in part a decline in total net revenues of
$705,000, an increase in cost of sales of $572,000 and an increase in research
and development expense of $888,000 in these same periods.
9
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VARIABILITY OF RESULTS
The Company has experienced significant quarterly fluctuations in operating
results and anticipates such fluctuations in the future. The Company generally
ships orders as received and, as a result, typically has little or no backlog.
Quarterly revenues and operating results, therefore, depend on the volume and
timing of orders received during the quarter, which are difficult to forecast.
Furthermore, the Company has typically sold to large corporate enterprises which
often purchase in significant quantities, and therefore, the timing of the
receipt of such orders could cause significant fluctuations in the operating
results. Historically, the Company has often recognized a substantial portion
of its license revenues in the last month of the quarter. Service revenues tend
to fluctuate as consulting projects, which may continue over several quarters,
are undertaken or completed. Operating results may also fluctuate due to
factors such as the demand for the Company's products, the size and timing of
customer orders, the introduction of new products and product enhancements by
the Company or its competitors, changes in the proportion of revenues
attributable to licenses and service fees, commencement or conclusion of
significant consulting projects, changes in the level of operating expenses, and
competitive conditions in the industry.
The Company's staffing and other operating expenses are based on
anticipated revenue, a substantial portion of which is not typically generated
until the end of each quarter. As a result, despite careful planning, delays in
the receipt of orders can cause significant variations in operating results from
quarter to quarter. In addition, revenues in quarters after a new product
release may be significantly affected by the amount of upgrade revenue, which
tends to increase soon after the release of a new product and then decline
rapidly.
A number of additional factors have, from time to time, caused and may in
the future cause the Company's revenues and operating results to vary
substantially from period-to-period. These factors include: changes in
operational strategies, pricing competition, delays in introduction of new
products or product enhancements, size and timing of demand for existing
products and shortening of product life cycle, inventory obsolescence and
general economic conditions.
The Company's future operating results will depend, to a considerable
extent, on its ability to rapidly and continuously develop new products that
offer its customers enhanced performance at competitive prices. Inherent in
this process are a number of risks. The development of new, enhanced software
products is a complex and uncertain process requiring high levels of innovation
from the Company's designers as well as accurate anticipation of customers and
technical trends by the marketing staff. Once a product is developed, the
Company must rapidly bring it into production, a process that requires long lead
times on some product components and accurate forecasting of production volumes,
among other things, in order to achieve acceptable product costs.
10
<PAGE>
The Company's operating results will also be affected by the volume, mix
and timing of orders received during a period and by conditions in the
industries that it serves as well as the general economy. With the addition of
the alternate channels and expanded geographical efforts which started in fiscal
1995, the Company has entered the worldwide market. Accordingly, changes in the
economies, trade policies and fluctuations in interest or exchange rates of
other countries in which the Company sells its products may have an impact on
its future financial results.
The Company's operating expenses may increase as it expands its operations.
During fiscal 1996, the Company continues making significant investments in
product development, marketing and expansion of its sales channel in an effort
to increase its presence in the increasingly competitive client/server market
place. Future operating results will be adversely affected if net revenues do
not increase accordingly.
The development and introduction of new or enhanced products also requires
the Company to manage the transition from older, displaced products in order to
minimize disruptions in customer ordering patterns and excessive levels of older
product inventory and to ensure that adequate supplies of new products can be
delivered to meet customer demand. Because the Company is continuously engaged
in this product development and transition process, its operating results may be
subject to considerable fluctuations, particularly when measured on a quarterly
basis.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company's principal sources of liquidity
consisted of cash and equivalents of $5.8 million.
The Company's working capital position decreased to $6.2 million at
September 30, 1995 from $6.5 million at March 31, 1995. This decrease in
working capital was due to a decrease of $2.2 million in working capital during
the first quarter of fiscal 1996 primarily from the Company's operations during
that quarter and an increase of $1.9 million during the second quarter of fiscal
1996. The increase in working capital during the second quarter of fiscal 1996
was primarily due to the fact that on July 11, 1995 the Company completed a
private offering under Regulation S of the Securities Act of 1933, as amended,
of 5% Convertible Debentures due June 30, 1997 which resulted in net proceeds
to the Company of $2,582,000.
The Company has curtailed spending, reduced its workforce significantly and
has implemented other actions to conserve cash. The Company believes that its
cash and equivalents, together with expected net revenues, will be adequate to
meet the Company's anticipated cash needs through fiscal 1996. However, the
Company believes the level of financial resources is a significant competitive
factor in its industry and may chose, prior to the end of fiscal 1996, to raise
additional capital through debt or equity financings to strengthen its financial
position, to accelerate growth or to provide the Company with additional
flexibility to take advantage of business opportunities that might arise. There
can be no guarantee that
11
<PAGE>
additional capital will be available to the Company or, if available, on terms
favorable to the Company. If the Company is unable to raise additional capital
through operations or financings, the Company's business and operation results
may be materially and adversely impacted as management would be required to
significantly curtail operations, which could have a significant adverse effect
on the Company's business.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K
The Company filed a current report on Form 8-K on July 14, 1995 with
respect to its issuance of $2.8 million aggregate principal amount of
5% Convertible Debentures due June 30, 1997.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 13, 1995
BLYTH HOLDINGS INC.
(Registrant)
/s/ Michael Minor
-----------------
Michael Minor
Chairman and
Chief Executive Officer
/s/ Stephen Lorentzen
---------------------
Stephen Lorentzen
President and
Chief Operating Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 673,000
<SECURITIES> 5,166,000
<RECEIVABLES> 3,444,000
<ALLOWANCES> 479,000
<INVENTORY> 244,000
<CURRENT-ASSETS> 9,477,000
<PP&E> 4,571,000
<DEPRECIATION> 2,099,000
<TOTAL-ASSETS> 12,866,000
<CURRENT-LIABILITIES> 3,228,000
<BONDS> 0
<COMMON> 94,000
0
0
<OTHER-SE> 8,510,000
<TOTAL-LIABILITY-AND-EQUITY> 12,866,000
<SALES> 2,742,000
<TOTAL-REVENUES> 6,546,000
<CGS> 3,718,000
<TOTAL-COSTS> 10,606,000
<OTHER-EXPENSES> (7,000)
<LOSS-PROVISION> 479,000
<INTEREST-EXPENSE> (7,000)
<INCOME-PRETAX> (4,053,000)
<INCOME-TAX> 28,000
<INCOME-CONTINUING> (4,081,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,081,000)
<EPS-PRIMARY> (0.52)
<EPS-DILUTED> (0.52)
</TABLE>
