UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
________________________________ TO ___________________________________
Commission File Number: 0-17773
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ATS MONEY SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 13-3442314
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25 Rockwood Place Englewood, New Jersey 07631
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(Address of principal executive offices) (Zip Code)
(201) 894-1700
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 of 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), and (2) has been
subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of August 4, 1999, - 5,605,047 shares of common stock, $.001 par value.
--------------- ---------
Transitional Small Business Disclosure Form Yes [ ] No [X]
1
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Part I. FINANCIAL INFORMATION
Item I. Financial Statements
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30 DECEMBER 31
ASSETS: 1999 1998
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,974,279 $ 286,368
Trade accounts receivable, less allowance for doubtful
accounts of $145,669 in 1999 and $140,629 in 1998 2,089,906 3,251,810
Inventories 764,412 598,667
Prepaid expenses and other current assets 98,254 63,513
----------- -----------
Total current assets 4,926,851 4,200,358
----------- -----------
PROPERTY - At cost:
Office furniture 99,258 96,659
Office machinery and equipment 293,556 235,158
----------- -----------
Subtotal 392,814 331,817
Less Accumulated depreciation 225,821 199,388
----------- -----------
Property - net 166,993 132,429
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OTHER ASSETS:
Software costs, less accumulated amortization of
$1,327,590 in 1999 and $1,039,667 in 1998 1,728,734 1,685,381
Deposits 62,332 82,562
----------- -----------
Total other assets 1,791,066 1,767,943
----------- -----------
TOTAL $ 6,884,910 $ 6,100,730
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 588,070 $ 1,629,655
Deferred revenue 1,593,342 677,969
Deferred income taxes 120,566 95,702
Other liabilities 217,263 91,358
----------- -----------
Total current liabilities 2,519,241 2,494,684
----------- -----------
LONG-TERM-Deferred credit, less accumulated amortization of
$139,009 in 1999 and $124,753 in 1998 146,158 160,414
----------- -----------
COMMITMENTS and CONTIGENCIES
STOCKHOLDERS' EQUITY:
Common stock, non-cumulative, voting - $.001 par value, 25,000,000
shares authorized, 5,941,547 shares issued at June 30, 1999
and December 31, 1998 5,942 5,942
Additional paid-in capital 2,160,790 2,192,958
Accumulated earnings 2,053,101 1,247,014
Treasury stock - 321,500 and 281,500 shares, at par value, at
June 30, 1999 and December 31, 1998, respectively. (322) (282)
----------- -----------
Total stockholders equity 4,219,511 3,445,632
----------- -----------
TOTAL $6 ,884,910 $ 6,100,730
=========== ===========
See notes to consolidated financial statements.
</TABLE>
2
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<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTH PERIODS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
JUNE 30 JUNE 30
1999 1998
<S> <C> <C>
REVENUE:
Equipment and systems sales $3,426,868 $4,270,773
Equipment maintenance and service revenue 817,608 652,727
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Total revenue 4,244,476 4,923,500
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COST AND EXPENSES:
Cost of goods sold and service expense:
Equipment and systems 1,636,824 2,989,992
Equipment maintenance and service 327,013 288,253
Selling, general and administrative expenses 1,324,696 1,343,138
---------- ----------
Total costs and expenses 3,288,533 4,621,383
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INCOME FROM OPERATIONS 955,943 302,117
NET INTEREST INCOME 8,027 14,847
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INCOME BEFORE INCOME TAX EXPENSE 963,970 316,964
INCOME TAX EXPENSE 403,000 122,000
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NET INCOME $ 560,970 $ 194,964
========== ==========
EARNING PER COMMON SHARE:
Basic and diluted $ .10 $ .03
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 5,701,487 5,906,545
========== ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTH PERIODS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
JUNE 30 JUNE 30
1999 1998
<S> <C> <C>
REVENUE:
Equipment and systems sales $6,118,776 $6,834,553
Equipment maintenance and service revenue 1,416,343 1,293,278
---------- ----------
Total revenue 7,535,119 8,127,831
---------- ----------
COST AND EXPENSES:
Cost of goods sold and service expense:
Equipment and systems 2,916,713 4,625,846
Equipment maintenance and service 587,925 567,565
Selling, general and administrative expenses 2,680,713 2,451,675
---------- ----------
Total costs and expenses 6,185,351 7,645,086
---------- ----------
INCOME FROM OPERATIONS 1,349,768 482,745
NET INTEREST INCOME 19,319 22,640
---------- ----------
INCOME BEFORE INCOME TAX EXPENSE 1,369,087 505,385
INCOME TAX EXPENSE 563,000 197,000
---------- ----------
NET INCOME $ 806,087 $ 308,385
========== ==========
EARNING PER COMMON SHARE:
Basic and diluted $ .14 $ .05
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 5,711,350 5,906,545
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTH PERIODS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
JUNE 30 JUNE 30
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 806,087 $ 308,385
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 300,100 254,374
Changes in current assets and liabilities:
Trade accounts receivable - net 1,161,904 (2,133,419)
Inventories (165,745) (266,699)
Prepaid expenses and other current assets (34,741) (6,434)
Accounts payable and accrued expenses (1,041,585) 1,607,950
Deferred revenue 915,373 680,773
Deferred income taxes 24,864 --
Other liabilities 125,905 (121,389)
Deposits 20,230 --
----------- -----------
Net cash provided by operating activities 2,112,392 323,541
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CASH FLOWS FROM INVESTING ACTIVITIES
Capitalization of software development costs (331,276) (331,446)
Additions to property (60,997) (6,676)
----------- -----------
Net cash used in investing activities (392,273) (338,122)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Common Stock (32,208) (97,672)
----------- -----------
Net cash used in financing activities (32,208) (97,672)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,687,911 (112,253)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 286,368 424,168
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,974,279 $ 311,915
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 259,719 $ 456,710
=========== ===========
Interest paid $ 2,129 $ 660
=========== ===========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ATS MONEY SYSTEMS, INC.
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 1999
NOTE 1 - UNAUDITED INFORMATION:
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (which comprise only normal recurring accruals)
necessary to present fairly the Company's consolidated financial position as of
June 30, 1999, and the results of its operations for the three and six month
periods ended June 30, 1999 and 1998 and its cash flows for the six month
periods ended June 30, 1999 and 1998. Information included in the consolidated
balance sheet as of December 31, 1998 has been derived from the Company's
audited financial statements contained in its Annual Report on Form 10-KSB for
the year ended December 31, 1998, to which reference is made. Operating results
for the three and six month periods ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1999.
NOTE 2 - INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined by the
first-in, first-out method for machine parts and specific identification for
machines held for sale.
NOTE 3 - CAPITALIZED SOFTWARE COSTS
The Company capitalizes computer software development costs in accordance with
the provisions of Statement of Financial Accounting Standards No. 86;
"Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise
Marketed". Costs incurred to establish the technological feasibility of computer
software are expensed as incurred. Costs incurred for product enhancements,
subsequent to establishing technological feasibility, are capitalized and stated
at the lower of cost or net realizable value. Capitalized costs are amortized
using the straight-line method over five years, which approximates the estimated
remaining useful life of the product. It is possible that the estimated economic
life of the products and related carrying values could be reduced in the near
term due to competitive pressures. Amortization of computer software costs
amounted to $287,923 and $241,623 for the six month periods ended June 30, 1999
and 1998, respectively, and $144,891 and $129,339 for the three month periods
ended June 30, 1999 and 1998.
NOTE 4 - REVENUE RECOGNITION
Revenue from equipment and system sales is recognized upon shipment to the buyer
and satisfaction of related obligations by the Company. Revenue from software
licensing is recognized on either delivery of the software if collectibility is
probable or upon completion of the majority of the product, which equates to
reaching a milestone in accordance with the contract agreement, and any
remaining insignificant obligations of the Company are accounted for by
deferring a pro rata portion of revenue and recognizing it either ratably as the
obligations are fulfilled or on completion of performance or by recording a
current year expense for the remaining costs associated with completing the
project.
6
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NOTE 5 - EQUIPMENT MAINTENANCE AND SERVICE REVENUE
Equipment maintenance and service revenue is recognized as earned over the term
of the contract, which is generally a maximum of one year in length. Deferred
revenue represents the unearned portion of equipment maintenance and service
fees.
NOTE 6 - STOCKHOLDERS' EQUITY
Common Stock Incentive Plan - In 1993, the Company adopted a common stock
incentive plan (the "Plan"), which, as amended, authorizes the issuance, within
ten years, of options covering up to 480,000 shares of common stock to certain
employees and other individuals of importance to the Company. The Plan is
intended to provide incentive to continued employment of certain employees and
other individuals by enabling them to acquire a proprietary interest in the
Company. Options granted under the Plan may be either "incentive stock options"
or "non-qualified stock options." Incentive stock options, granted only to
certain employees of the Company, expire within ten years (five years for a 10%
beneficial owner of the Company's securities) from the date granted and are
exercisable from time to time in accordance with the terms of such options. The
exercise price of an incentive stock option must be at least equal to the fair
market value of the common stock on the date of grant (110% for a 10% beneficial
owner of the Company's securities). Non-qualified stock options can be granted
to certain employees of the Company and advisors and consultants to the Company.
Such stock options are exercisable on or after the date of grant and the
exercise price is not limited and may be below fair market value.
Director Stock Plan - In 1995, the Company adopted the 1995 Director Stock Plan
pursuant to which, as amended, the Company's non-employee directors, upon first
being elected to the Board, are granted 10,000 shares of the Company's common
stock, and thereafter, on each reelection, are granted non-qualified stock
options to purchase 10,000 shares of the Company's common stock with an exercise
price equal to the then fair market value of such shares. In 1995, the
non-employee directors were granted an aggregate of 40,000 shares of common
stock under this plan, all of which were issued during 1996. In 1997, the
non-employee directors were granted non-qualified options under this plan to
purchase 30,000 shares of common stock at an exercise price of $.8281 per share.
In 1998, the non-employee directors were granted non-qualified options under
this plan to purchase 30,000 shares of common stock at an exercise price of
$.9531 per share. In 1999, the non-employee directors were granted non-qualified
options under this plan to purchase 30,000 shares of common stock at an exercise
price of $.7969 per share. Additionally, in 1999 an incentive stock option of
50,000 shares was issued to a key executive under a new compensation plan.
7
<PAGE>
A summary of the details of stock options granted and outstanding balances are
presented below:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-----------------------------
OPTION JUNE 30 DECEMBER 31
GRANT PRICE EXERCISED CANCELED 1999 1998
----- ------ --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1993
140,869 .28125 66,761 4,184 69,924 (1) 69,924
15,315 .28125 15,315 (1) 15,315
18,816 .31 18,816
1994
15,000 1.375 5,000 10,000 (1) 10,000
1996
37,626 1.03125 10,379 27,247 (1) 27,247
8,375 1.1344 8,375 (1) 8,375
1997
34,000 .71 8,500 25,500 (2) 25,500
30,000 .8281 30,000 (1) 30,000
1998
30,000 .9531 30,000 (3) 30,000
18,700 .92 500 18,200 (3) 18,200
6,000 1.01 6,000 (3) 6,000
1999
6,750 .87 6,750 (5) --
2,000 .96 2,000 (5) --
30,000 .7969 30,000 (4) --
50,000 .70 50,000 (5) --
--------- ----------- ----------- -----------
85,577 28,563 329,311 240,561
========= =========== =========== ===========
</TABLE>
(1) Fully exercisable as of June 30, 1999.
(2) 17,489 of 25,500 exercisable as of June 30, 1999.
(3) 6,228 of 18,200 and 2,000 of 6,000 and 20,000 of 30,000 exercisable as of
June 30, 1999.
(4) 10,000 of 30,000 exercisable as of June 30, 1999.
(5) Non exercisable as of June 30, 1999.
COMMON STOCK WARRANTS - In connection with services to be rendered by an
investment banker, as of April 7, 1997, the Company granted to the investment
banker warrants to purchase 80,000 shares of common stock exercisable at $.75
per share and granted to the investment banker on April 8, 1998, warrants to
purchase an additional 80,000 shares of common stock exercisable at $1.25 per
share. The balance of the contract to purchase an additional 80,000 shares of
common stock exercisable at $1.25 per share was cancelled on April 1, 1999. All
of the warrants will expire on April 7, 2001, unless exercised prior thereto.
Based upon the fair value of the warrants at the grant date, no expense was
recognized in 1999 and 1998.
8
<PAGE>
NOTE 7 - COMMITMENTS AND CONTINGENCIES
At June 30, 1999, the Company was committed under noncancelable, operating
leases for office space, automobiles and office equipment, expiring at various
dates through May 2004, requiring minimum rental payments as follows:
YEAR ENDING DECEMBER 31:
1999 $ 167,236 (Balance of Year)
2000 314,848
2001 304,857
2002 300,864
2003 300,864
2004 92,854
-----------
$ 1,481,524
===========
NOTE 8 - EARNINGS PER COMMON SHARE
Basic earnings per common share is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
during the period. The computation of diluted earnings per share is similar to
the computation of basic earnings per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the dilutive potential common shares had been issued. For the
three and six month periods ended June 30, 1999 and 1998, the dilutive effect on
earnings per common share was insignificant.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Reference is made to Item 6 - "Management's Discussion and Analysis or Plan of
Operation", contained in the Company's Annual Report on Form 10-KSB for its year
ended December 31, 1998, for a discussion of the Company's financial condition
as of December 31, 1998, including a discussion of the Company's anticipated
liquidity and working capital requirements during 1999.
This Quarterly Report on Form 10-QSB contains, in addition to historical
information, certain forward-looking statements that involve significant risks
and uncertainties. Such forward-looking statements are based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can generally be
identified as such because the context of the statement may include words such
as the Company "believes", "expects" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives, estimates or
goals are also forward-looking statements. Such statements address future events
and conditions concerning capital expenditures, earnings, sales, liquidity and
capital resources, and accounting matters. The Company's actual results could
differ materially from those expressed in or implied by the forward-looking
statements contained herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in "Financial
Condition" below and in Item 1 - "Description of Business" and elsewhere in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998, as
well as factors such as future economic conditions and economic conditions in
the industries in which the Company's customers compete, a determination by the
Company's customers to prolong their test cycles of the Company's equipment,
software and software support services, a determination by the Company's
customers to modify or change their underlying computer and cash reporting
systems, acceptance by customers of the Company's products, changes in customer
demand, legislative, regulatory and competitive developments in markets in which
the Company operates and other circumstances affecting anticipated revenues and
costs. The Company undertakes no obligation to release publicly the result of
any revisions to these forward-looking statements that may be made to reflect
events or circumstance after the date of this Quarterly Report on Form 10-QSB or
to reflect the occurrence of other unanticipated events.
10
<PAGE>
COMPARISON OF CONSOLIDATED OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999
(THE "1999 QUARTER") TO THE THREE MONTHS ENDED JUNE 30, 1998 (THE "1998
QUARTER").
Total revenues for the 1999 Quarter were $4,244,476, a decrease of $679,024
(13.8%) from the 1998 Quarter. Systems and equipment sales decreased by $843,905
(19.8%) to $3,426,868 for the 1999 Quarter. During the 1998 Quarter, a large
retailer placed a significant order for hardware, which was not duplicated in
1999. Maintenance and service revenue increased $164,881 (25.3%) from $652,727
in the 1998 Quarter to $817,608 in the 1999 Quarter partially due to a
retroactive agreement with a large customer and more systems being under
contract in 1999.
The ratio of costs of equipment and system sales to sales varies primarily as a
result of the components of equipment and systems included in the particular
period. The Company's gross margin on hardware sold by the Company are
significantly less than its gross margin on its software. Cost of equipment and
systems sales decreased from 70.0% of sales in the 1998 Quarter to 47.8% of
sales in the 1999 Quarter. This was due to increased sales of software in the
1999 Quarter compared to higher sales of hardware in the 1998 Quarter. Cost of
maintenance and service decreased from 44.2% in the 1998 Quarter to 40.0% in the
1999 Quarter due to lower costs from a third party vendor.
Selling, general and administrative expenses of $1,324,696 in the 1999 Quarter
were $18,442 (1.4%) lower than in the 1998 Quarter. Basically, higher salaries,
additional staff, and higher rents for increased office space were offset by
reduced commissions resulting from a decrease in sales of equipment and systems.
Interest income of $8,027 in the 1999 Quarter was $6,820 (45.9%) less than in
the 1998 Quarter due to a decrease in cash investments during the 1999 Quarter
as a result of lower sales volume.
Income tax expense for the 1999 Quarter was $403,000 compared to $122,000 in the
1998 Quarter. This increase of $281,000 (230.3%) was due to the comparable rise
in income from operations.
Net income of $560,970 during the 1999 Quarter was $366,006 (187.7%) higher than
the $194,964 net income in the 1998 Quarter and was due to the increased sale of
software in the 1999 Quarter.
11
<PAGE>
COMPARISON OF CONSOLIDATED OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999
(THE "1999 PERIOD") TO THE SIX MONTHS ENDED JUNE 30, 1998 (THE "1998 PERIOD").
Total revenues for the 1999 Period were $7,535,119 a decrease of $592,712
(7.3%). Equipment and system sales declined $715,777 (10.5%) to $6,118,776 for
the 1999 Period. This decrease was primarily due to a large hardware order from
a single retail chain during 1998, which was not duplicated in 1999. Maintenance
and service revenues were $1,416,343 in the 1999 Period. This was an increase of
$123,065 (9.5%) as a result of additional systems under contract during the 1999
period.
Cost of equipment and system sales decreased from 67.7% in the 1998 Period to
47.7% in the 1999 Period. This was due to the significant impact of the
aforementioned hardware sale in the prior year, coupled with a favorable mix of
software sales in the current period. Cost of maintenance and service decreased
from 43.9% in the 1998 Period to 41.5% in the 1999 Period primarily due to
reduced costs from third party vendors.
Selling, general and administrative expenses were $2,680,713 for the 1999 Period
compared to $2,451,675 for the 1998 period. This was an increase of $229,038
(9.3%) and was primarily attributable to higher salaries and rents somewhat
offset by a decrease in commissions resulting from a decrease in sales.
Interest income in 1999 Period was $19,319 compared to $22,640 for the 1998
Period. This decrease of $3,321 (14.7%) was attributable to less cash available
due to lower revenues.
Income taxes were $563,000 in the 1999 Period compared to $197,000 in the
comparable period of last year. This increase of $366,000 (185.8%) was due to
correspondingly higher income from operations.
Net income after taxes increased $497,702 (161.4%) to $806,087 for the 1999
Period and was attributable to the significantly higher gross profit realized in
1999.
12
<PAGE>
FINANCIAL CONDITION:
At June 30, 1999, the Company had working capital of $2,407,610 (an increase of
$701,936 from $1,705,674 at December 31, 1998) and cash and cash equivalents
(including short-term investments) of $1,974,279 (as compared to $286,368 at
December 31, 1998). At June 30, 1999, the Company did not have any outstanding
borrowings.
During the first six months of 1999, operating activities provided $2,112,392 of
net cash, primarily from collections of trade receivables and from customers who
prepay their annual maintenance contracts. Investing activities used $392,273 of
net cash primarily for software development.
The Company has a $750,000 discretionary line of credit for the Company's
short-term needs, at an interest rate equal to the bank's base rate plus 1/2 %.
All advances under this line of credit are required to be secured by a lien on
substantially all of the Company's assets. The Company has not utilized such
line of credit since February 1998.
The Company believes that its current working capital, together with anticipated
funds from operations, will be sufficient to meet the Company's projected
operating needs and capital expenditures for the foreseeable future.
In 1998, the Company commenced a program to repurchase up to 500,000 shares of
its common stock from time to time in the over-the-counter market. The Company
is continuing such program during 1999 and, through August 1, 1999, the Company
purchased 236,500 shares of its common stock for an aggregate of $245,153.
The Company leases its facilities. As of June 30, 1999, the Company had no
material commitments for capital expenditures.
Impact of the Year 2000 Issue:
- ------------------------------
Background
Many currently installed computer systems and software currently record years in
a two-digit format. Such computer systems and software, if not modified, will be
unable to properly recognize dates beyond the year 1999. This inability to
recognize the year 2000 is commonly referred to as the "Year 2000 Issue".
Internal Systems
The Company has reviewed all of its internal systems and has determined that
substantially all of the Company's internal systems are Year 2000 compliant.
Remediation is required for certain systems. Systems requiring remediation were
the telephone and accounting systems. Both have been certified as Year 2000
compliant. At this juncture the Company believes that all of its significant
internal systems are Year 2000 compliant.
Current Products
Many of the stand-alone products sold by the Company do not contain a dating
mechanism and such systems, therefore, are deemed to be Year 2000 compliant. The
current versions of the Company's products, which contain dating mechanisms,
including the associated software, are Year 2000 compliant.
13
<PAGE>
Previously Sold Hardware
The Company does not manufacture any of the hardware, which it sells to its
customers, certain of which is standard computer hardware supplied to the
Company for resale by third party manufacturers. The Company has identified all
hardware, which it has sold to its customers during the previous five years,
which will require modification to ensure Year 2000 compliance. Although the
Company's warranties on this older hardware have expired, if Year 2000
compliance requires a hardware remedy which will not be supplied by the
third-party manufacturer, external clock and dating mechanisms to interface with
the Company's previously sold hardware are commercially available at the present
time at minimal cost and can be supplied by the Company, in the event that the
Company is requested to do so by its customers.
Previously Furnished Third-Party Software
Certain of the software which the Company previously had supplied to its
customers (including software prepackaged by hardware manufacturers with their
hardware) was developed by third-party suppliers, and the remaining software was
developed by the Company. The Company has identified all third-party software
which it has supplied to its customers during the previous five years which will
require modification to ensure Year 2000 compliance, and has completed its
verification that such software either is Year 2000 compliant or, if not,
whether such suppliers intend to furnish appropriate modifications to their
software in the normal course to ensure timely Year 2000 compliance. The Company
has been advised that all of such software either is Year 2000 compliant or is
expected to be timely modified to be Year 2000 compliant, except that Microsoft
Corporation has advised that Microsoft(R) Access(R) version 1.1 and version 2
and Microsoft Basic Compiler(R) version 4.5 (and previous versions), which
software previously had been supplied by the Company with certain of its older
systems, are not Year 2000 compliant and will not be upgraded by Microsoft.
However, the Company believes that those portions of such non-compliant software
which continue to be used is not critical to any of the operations of the
systems sold by the Company in which such software is used, and that continued
use of such software will not affect the operations of, or the results to be
obtained from, such systems.
14
<PAGE>
Previously Furnished Company Developed Software
Several of the systems sold by the Company before 1998, such as its CP-2000
Deposit/Register Verification System and older versions of its CP-3000 Retail
Cash Office Management System, contain software developed by the Company which
uses internal dating mechanisms that are not Year 2000 compliant. The Company's
warranties on these older systems do not require the Company to enhance such
systems to resolve the Year 2000 issue, although the Company believes that
certain of its customers who do not desire to replace such systems before the
Year 2000 may request that the Company supply software to make such systems Year
2000 compliant. The Company already has designed generic software enhancements
for all of these older systems at a cost of approximately $15,000, which has
been charged to expense. However, many of these older systems have unique
features, and specific modification of the Company's generic software
enhancements generally would be necessary for application to any specific
customer. The cost to the Company of such specific software modifications will
depend on the number of customers who request that their older Company developed
software be modified to be Year 2000 compliant. The Company believes that it
will be able to fully recoup these software modification costs from its
customers.
Key Suppliers and Customers
The Company has commenced a program to assess the possible effects on the
Company's operations of Year 2000 readiness by its key suppliers and customers.
As of August 12, 1999 95% of the company's queried have responded that they have
no Year 2000 issues that will effect the Company. The Company is developing a
contingency plan in the event of non-compliance with the Year 2000 issue by its
key suppliers and customers and, as a result, does not yet know whether any
possible noncompliance will have a material effect on the Company and its future
results of operations.
15
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1999 Annual Meeting of Stockholders was held on June 4, 1999, at
The Clinton Inn Hotel, 145 Dean Drive, Tenafly, New Jersey. At the meeting,
5,346,541 shares were present in person or by proxy. At the meeting, each of the
four incumbent directors of the Company who had been nominated by the Board of
Directors for re-election as a director of the Company was re-elected as a
director. The votes cast were as follows:
Name of Nominee Votes Cast For Votes Withheld
- --------------- -------------- --------------
A. Paul Cox, Jr. 5,330,841 15,700
Gerard F. Murphy 5,330,841 15,700
Fred Den 5,330,341 16,200
Thomas J. Carey 5,330,841 15,700
At the meeting, one additional proposal, to ratify the selection of Deloitte &
Touche LLP as the Company's independent auditors for the fiscal year ending
December 31, 1999, was voted upon. The proposal was approved by the stockholders
with 5, 283,511 shares voting in favor, 43,750 shares voting against and 19,280
shares abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27. Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
16
<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.
ATS MONEY SYSTEMS, INC.
(Registrant)
August 11, 1999 /s/ GERARD F. MURPHY
------------------------ ---------------------------------
(Date) Gerard F. Murphy
Chief Executive Officer
President
(Principal Executive Officer)
August 11, 1999 /s/ JOSEPH M. BURKE
------------------------ ---------------------------------
(Date) Joseph M. Burke
Vice President - Finance
(Principal Accounting and
Financial Officer)
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet as of June 30, 1999 and the Consolidated Statement of
Operations for the three months ended June 30, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
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<NAME> ATS MONEY SYSTEMS, INC.
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<FISCAL-YEAR-END> DEC-31-1999
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<PERIOD-END> JUN-30-1999
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