<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the three months ended April 30, 1997
Commission File Number: 33-17856-C
INNOVATIVE TECH SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
ILLINOIS 65-0071222
(State or other (IRS Employer
jurisdiction of incorporation or Identification Number)
organization)
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444 JACKSONVILLE ROAD, SUITE 200, WARMINSTER, PA 18974
(Address, including zip code, of registrant's
principal executive offices)
(215) 441-5600
(Registrant's telephone number,
including area code)
(Former name, address and fiscal year, if changed
since last report)
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
--- ---
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date.
Class: Common
Outstanding at June 13, 1997: 10,888,456
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INNOVATIVE TECH SYSTEMS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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<CAPTION>
PART I - FINANCIAL INFORMATION PAGE(S)
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Item 1.
<S> <C>
Balance Sheets as of April 30, 1997 and January 31, 1997 3
Statements of Operations for the three months ended April 30,
1997 and 1996 4
Statements of Cash Flows for the three months ended April 30,
1997 and 1996 5
Notes to Consolidated Financial Statements 6 - 7
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 10
PART II - OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K 11
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2
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INNOVATIVE TECH SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
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<CAPTION>
APRIL 30, JANUARY 31,
ASSETS 1997 1997
----------- -----------
(UNAUDITED) (AUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,678,266 $ 1,787,561
Accounts receivable, net 3,698,541 3,514,541
Inventory 206,590 264,205
Officer advance 83,995 89,307
Other current assets 136,486 99,006
----------- -----------
Total current assets 5,803,878 5,754,620
Property and equipment, net 906,708 884,801
Computer software, net of accumulated amortization of
$695,467 and $591,434 at April 30, 1997 and January 31, 1997 995,196 1,049,253
Other assets 98,697 77,637
----------- -----------
Total assets $ 7,804,479 $ 7,766,311
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 42,857 $ 42,857
Accounts payable 658,436 713,751
Accrued liabilities 155,209 128,656
Accrued payroll and related costs 180,596 118,526
Deferred revenue 591,761 651,232
----------- -----------
Total current liabilities 1,628,859 1,655,022
Long-term debt 246,429 257,143
----------- -----------
Total liabilities 1,875,288 1,912,165
----------- -----------
Commitments and contingent liabilities
Shareholders' equity:
Senior Preferred stock, par value $.001; authorized
200,000,000 shares; issued and outstanding -0-
shares as of January 31, 1997 and 1996, respectively -- --
Common stock, par value $.0185; authorized
100,000,000 shares; issued and outstanding
10,888,456 as of January 31, 1997 and April 30, 1997 201,436 201,436
Additional paid-in capital 7,290,038 7,290,038
Warrants 851,500 851,500
Accumulated deficit (2,413,783) (2,488,828)
----------- -----------
Total shareholders' equity 5,929,191 5,854,146
----------- -----------
Total liabilities and shareholders' equity $ 7,804,479 $ 7,766,311
=========== ===========
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The accompanying notes are an integral part of the financial statements.
3
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INNOVATIVE TECH SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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FOR THE THREE MONTHS ENDED,
---------------------------------
APRIL 30, 1997 APRIL 30, 1996
-------------- --------------
<S> <C> <C>
Revenues:
Software $ 1,424,993 $ 429,507
Hardware 735,611 19,918
Services and support 1,059,635 705,930
----------- -----------
Total revenues 3,220,239 1,155,355
----------- -----------
Cost of revenues:
Software 165,958 29,158
Hardware 448,325 1,947
Services and support 472,575 269,049
----------- -----------
Total cost of revenues 1,086,858 300,154
----------- -----------
Gross margin 2,133,381 855,201
----------- -----------
Operating expenses:
Selling, general and administrative 1,786,286 700,678
Research & development 281,777 140,561
----------- -----------
Total operating expenses 2,068,063 841,239
----------- -----------
Income from operations 65,318 13,962
Interest income 18,739 37,904
Interest expense 9,012 --
----------- -----------
Income before income taxes 75,045 51,866
Provision for income taxes -- --
----------- -----------
Net income $ 75,045 $ 51,866
=========== ===========
Primary income per common share $ 0.007 $ 0.004
=========== ===========
Weighted average shares outstanding 10,888,456 14,218,809
=========== ===========
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The accompanying notes are an integral part of the financial statements.
4
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INNOVATIVE TECH SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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<CAPTION>
FOR THE THREE MONTHS ENDED,
------------------------------
APRIL 30, APRIL 30,
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 75,045 $ 51,866
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 157,139 64,641
Loss on disposal of equipment 8,562 --
Changes in operating assets and liabilities:
Accounts receivable (184,000) (566,187)
Inventory 57,615 --
Advances - officers 5,312 (3,777)
Other assets (58,540) (159,168)
Accounts payable (55,315) (16,905)
Accrued liabilities 26,553 (2,155)
Accrued payroll and related costs 62,070 (49,326)
Deferred revenue (59,471) (14,462)
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Net cash provided by (used in) operating activities 34,970 (695,473)
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (83,574) (90,364)
Purchase of software (49,977) (4,141)
----------- -----------
Net cash used in investing activities (133,551) (94,505)
----------- -----------
Cash flows from financing activities:
Warrant conversion -- 1,350
Repayment of long-term debt (10,714) --
----------- -----------
Net cash (used in) provided by financing activities (10,714) 1,350
----------- -----------
Net (decrease) increase in cash and cash equivalents (109,295) (788,628)
Cash and cash equivalents, beginning of period 1,787,561 2,815,742
----------- -----------
Cash and cash equivalents, end of period $ 1,678,266 $ 2,027,114
=========== ===========
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The accompanying notes are an integral part of the financial statements.
5
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements are unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of such
consolidated financial statements have been included. Such adjustments consisted
of normal recurring items. Interim results are not necessarily indicative of
results for a full year. The consolidated financial statements and notes are
presented as permitted by Form 10-Q and do not contain certain information
included in the Company's annual consolidated financial statements and notes.
1. DESCRIPTION OF BUSINESS:
The consolidated financial statements include the accounts of Innovative Tech
Systems, Inc. (the "Company") and it wholly-owned subsidiaries, which were
formed during fiscal year 1997. The Company is principally involved in the
business of designing, developing and marketing facilities management software
products. The Company derives revenues from selling and installing hardware and
software for licensed use by client in diverse industries. The Company's
revenues are predominantly generated through sales to customers in the United
States.
2. PROPERTY AND EQUIPMENT:
Property and equipment are comprised of the following:
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<CAPTION>
April 30, January 31,
1997 1997
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(unaudited) (audited)
<S> <C> <C>
Computers and office equipment $ 998,071 $ 924,697
Furniture and fixtures 361,960 388,356
Leasehold improvements 239,882 218,058
Automobiles 10,746 10,746
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1,610,659 1,541,857
Less accumulated depreciation (703,951) (657,056)
----------- -----------
$ 906,708 $ 884,801
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3. INVENTORIES:
Inventories consist of hardware, accessories and repair parts that are purchased
and resold to customers. Inventories are valued at actual cost, but not in
excess of net realizable value. Cost is determined using the first-in, first-out
method.
4. INCOME PER SHARE:
Income per common share is computed for each period based upon the weighted
average number of common shares outstanding and dilutive common stock
equivalents (using the treasury stock method). For purposes of this calculation,
stock options and redeemable warrants are considered common stock equivalents in
periods in which they have a dilutive effect. Fully diluted and primary loss per
share data are the same for each period presented.
6
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. INCOME PER SHARE:
In February, 1997 the FASB issued Statement of Financial Accounting Standards
No. 128 (FAS 128), Earnings Per Share, which is effective for financial
statements for both interim and annual periods ending after December, 1997. FAS
128 simplifies the standards for computing earnings per share previously found
in Accounting Principles Board Opinion No. 15 (APB 15), Earnings Per Share. FAS
128 defines basic earnings per share as net income applicable to common
stockholders divided by the weighted-average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution that
could occur from the exercise or conversion of securities or other contracts to
issue common stock. Had the Company adopted FAS 128 as of February 1, 1997,
there would have been no change in earnings per share as reported.
5. SIGNIFICANT CUSTOMERS
Revenues from significant customers as a percentage of total revenues were as
follows:
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For the three months ended,
-----------------------------------
Customer April 30, 1997 April 30, 1996
- ------------------------ --------------- -----------------
<S> <C> <C>
Customer A 5% 23%
Customer B -- 16%
Customer C 4% 15%
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6. RELATED PARTY TRANSACTIONS:
On September 1, 1995, the Company moved its headquarters to 444 Jacksonville
Road, Warminster, Pennsylvania, 18974. The Company has a five year lease for
20,000 square feet of office space. The annual rent is $260,000. The building is
owned and operated by Thompson Enterprises, L.P., a Pennsylvania limited
partnership. William M. Thompson, John M. Thompson and Karen A. Thompson are the
limited partners of Thompson Enterprises, L.P. William M. Thompson and John M.
Thompson are executive officers, directors and shareholders of the Company.
Karen A. Thompson is an executive officer and shareholder of the Company.
7. 1994 STOCK OPTION PLAN:
On July 22, 1994, the shareholders of the Company approved the adoption of the
1994, Stock Option Plan which provides for the granting of options to purchase
up to an aggregate of 975,000 shares of Common Stock. On November 7, 1994
975,000 options were granted at an exercise price equal to the market price of
$1.67 per share. On February 25, 1997, the stock option committee of the board
of directors approved the issuance of 1,200,000 additional shares pursuant to
the plan, which is subject to shareholder approval.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The matters discussed in this Form 10-Q that are forward-looking statements are
based on current management expectations that involve a number of risks and
uncertainties. Potential risks and uncertainties include, without limitation,
the impact of economic conditions generally and in the facilities management
industry; the competitive nature of the software development and marketing
industry; dependence on the Company's proprietary technology; the Company's
ability to enhance its existing products and develop and introduce new products
which keep pace with technological developments in the marketplace; and the risk
of unavailability of adequate capital or financing.
OVERVIEW AND SIGNIFICANT EVENTS
The significant progress made during Fiscal 1997 has continued through the first
quarter of Fiscal 1998, as Innovative Tech reported revenues of $3,220,241 for
the three (3) months ended April 30, 1997. The continued revenue growth
experienced by the Company continues to be the result of increased volume from
its strategic marketing efforts and new product releases.
On July 26, 1996, a subsidiary of the Company acquired 100 percent of the
outstanding Common Stock of Facility Management Systems, Inc. (FMS) of Chicago,
Illinois in exchange for 645,619 shares of Innovative Tech common stock. FMS
develops specialty software systems used in the management of facilities,
utilizing hand-held data collection devices to monitor operating conditions and
ensure regulatory compliance within a facility. Current users of the systems
include Boston College, Ford Motor Company, Pitney Bowes and Sun Company. The
acquisition brings Innovative Tech's total workforce to 100 and creates a
significant presence for the Company in the Midwestern United States.
On April 11, 1996, the Company signed a seven (7) year strategic marketing
agreement with Landis & Gyr (Europe) Corp., a Swiss-based provider of building
performance and energy efficiency solutions, with $2.1 billion in annual
revenues. Under the terms of the agreement, Landis & Gyr (Europe) Corp. will
distribute and market Innovative Tech's SPAN-FM(TM) product line in Europe,
South Africa, and the Near and the Middle East. The terms of the agreement in
the initial year call for Landis & Gyr (Europe) Corp. to commit financial
resources for revisions and enhancements to the SPAN-FM(TM) product line.
During the remaining six (6) years of the contract, Innovative Tech is to
receive royalties based on revenue generated from product distribution and sales
of SPAN-FM(TM) by Landis & Gyr (Europe) Corp. in Europe. To date, SPAN-FM
software has been translated into German, Swedish and Italian; a French
translation is presently underway. Innovative Tech recognized $90,795 in
revenues pursuant to the agreement for the three (3) months ended April 30,
1997.
The Company also has signed a five-year OEM agreement with Intergraph
Corporation to market, sell and distribute certain Innovative Tech software
packages. The financial terms of the agreement provide for Innovative Tech to
receive royalties on all sales of the SPAN-FM(TM) software by Intergraph
Corporation. Pursuant to the agreement, Innovative Tech recognized royalties of
$72,300 for the three (3) months ended April 30, 1997.
8
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RESULTS OF OPERATIONS
Total revenues for the three months ended April 30, 1997 and 1996 were
$3,220,239 and $1,155,355, respectively. Management attributes the increase to
the release of the Windows(TM) version of its SPAN-FM product line, increased
sales and marketing activities, which generated a higher volume of sales
transactions, and the acquisition of FMS, which accounted for $1,645,695 or 51
percent of the April 30, 1997 revenues.
April 30, 1997 software revenues increased $995,486 or 232 percent over April
30, 1996 software revenues. Of this increase, $572,333 or 57 percent related to
the FMS acquisition. April 30, 1997 hardware revenues increased $715,693 over
fiscal 1996 hardware revenues, which was due primarily to the acquisition of
FMS. April 30, 1997 services and support revenues increased $353,705 over April
30, 1996 services and support revenues. The majority of this increase related
to the FMS acquisition.
The Company continues to provide services to the Department of Defense, and
sales made by the Company to the Department of Defense constituted approximately
4 percent and 15 percent of the Company's total revenues for the three months
ended April 30, 1997 and 1996. The Company anticipates that sales to the United
States Department of Defense will continue during fiscal year 1998. Such
continued sales to the United States Department of Defense will arise as a
result of the Company's performance of its obligations under existing
agreements with the United States Department of Defense.
Cost of revenues were $1,086,858 and $300,154 for the three (3) months ended
April 30, 1997 and 1996, respectively. Included within cost of revenues is
hardware, software and accessories purchased by the Company and subsequently
sold to customers, amortization of capitalized software, and salaries and wages
of service and support personnel. Hardware purchases are made only as required
under customer contracts. Therefore, the volume of hardware purchases may
fluctuate significantly based upon specific contract requirements. The
significant increase in 1997 is primarily attributable to the FMS acquisition.
The FMS product line utilizes hand-held collection devices and accessories which
are purchased and resold to customers. The April 30, 1997 cost of revenues
included $653,480 related to sales of the FMS product line, which represents 60
percent of the 1997 total. Cost of revenues as a percentage of revenues was 34
percent and 26 percent for the three months ended April 30, 1997 and 1996,
respectively.
Selling, general and administrative expenses were $1,786,286 and $700,678 for
the three (3) months ended April 30, 1997 and 1996, respectively. The increase
in 1997 is due to increased wages incurred by the Company as a result of hiring
additional employees to support the Company's sales and marketing efforts. The
increased sales and marketing efforts have resulted in increased revenues. The
increase in these types of expenses is also due to the FMS acquisition, which
accounted for $649,571 or 36 percent of the 1997 total. Selling, general and
administrative expenses as a percentage of revenues was 55 percent and 61
percent for the three (3) months ended April 30, 1997 and 1996, respectively.
Research & development expenses were $281,777 and $140,561 for the three (3)
months ended April 30, 1997 and 1996, respectively. The 1997 amount includes
$80,778 or 29 percent related to the FMS acquisition.
9
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LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs have related to and are expected to continue to
relate to capital investments and working capital requirements. The Company has
met its liquidity needs over the last two (2) years primarily through funds
provided by the issuance of Common Stock in an underwritten public offering
completed on July 26, 1994. The Company believes that cash provided by operating
activities, together with the remaining net proceeds generated from the sale of
shares of the Company's Common Stock, should be adequate for its presently
foreseeable working capital and capital investment requirements.
The Company's cash position at April 30, 1997, decreased $109,295 or 6 percent
from the January 31, 1997 balance. The decrease was primarily attributable to
$83,574 of property and equipment purchases and $49,977 of purchased software.
Accounts receivable at April 30, 1997, increased $184,000 from the January 31,
1997, balance. This increase is due primarily to the increased sales volume
experienced for the three (3) months ended April 30, 1997. The Company has not
experienced any material collection difficulties. Working capital at April 30,
1997 was $4,175,019. The Company had long-term debt of $246,429 at April 30,
1997.
The Company's cash position at April 30, 1996, decreased $788,628 or 28 percent
from the January 31, 1996 balance. The decrease was primarily attributable to
$695,473 used in operations to support the Company's ongoing product development
efforts, and increased advertising and marketing activities. In addition, the
Company purchased $90,364 of property and equipment.
Accounts receivable at April 30, 1996 increased $566,187 from the January 31,
1996 balance. This increase is due primarily to the increased sales volume
experienced for the three months ended April 30, 1996. Working capital at April
30, 1996 was $3,732,332. The Company had no loans or notes payable at April 30,
1996.
10
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K.
None.
(b) Reports on form 8-K.
None.
11
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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 hereunto duly authorized.
INNOVATIVE TECH SYSTEMS, INC.
(Registrant)
Dated: June 13, 1997
Innovative Tech Systems, Inc.
By: /s/ Louis J. Desiderio
------------------------------------------------
Louis J. Desiderio,
Vice President, Chief Financial Officer
and Assistant Secretary
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<CASH> 1,678,266
<SECURITIES> 0
<RECEIVABLES> 3,743,541
<ALLOWANCES> (45,000)
<INVENTORY> 206,590
<CURRENT-ASSETS> 5,803,878
<PP&E> 1,610,659
<DEPRECIATION> (703,951)
<TOTAL-ASSETS> 7,804,479
<CURRENT-LIABILITIES> 1,628,859
<BONDS> 0
0
0
<COMMON> 201,436
<OTHER-SE> 5,727,755
<TOTAL-LIABILITY-AND-EQUITY> 7,804,479
<SALES> 3,220,239
<TOTAL-REVENUES> 3,220,239
<CGS> 1,086,858
<TOTAL-COSTS> 2,068,063
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,012
<INCOME-PRETAX> 75,045
<INCOME-TAX> 0
<INCOME-CONTINUING> 75,045
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 75,045
<EPS-PRIMARY> 0.007
<EPS-DILUTED> 0.007
</TABLE>
