Form 10-Q
Securities and Exchange Commission
Washington, DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
-------------------------.
Commission file number 0-17080
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UNITRONIX CORPORATION
----------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2086851
- --------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Newbury Street, Peabody, MA 01960
---------------------------------------
(Address of principal executive offices)
(Zip Code)
(508) 535-3912
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(Registrant's telephone number, including area code)
- -----------------------------------------------------------------------
Indicate by check mark whether 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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the
securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes X No
----- -----
1
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
9,456,932 shares of common stock, no par value, as of February 6, 1998.
2
UNITRONIX CORPORATION
INDEX
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Page Number
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Part I. Financial Information (Unaudited)
Item 1:
Balance Sheets-
December 31, 1997 and June 30, 1997 4
Statements of Income -
Three Months Ended December 31, 1997 and 1996 5
and Six Months Ended December 31, 1997 and 1996
Statement of Changes in Stockholders' Deficit-
Six Months Ended December 31, 1997 6
Statements of Cash Flows -
Six Months Ended December 31, 1997 and 1996 7
Notes to Financial Statements 8
Item 2:
Management's Discussion and Analysis of Results of 10
Operations and Financial Condition for the Three Months
Ended December 31, 1997 and the Six Months Ended
December 31, 1997
Part II. Other Information 13
3
UNITRONIX CORPORATION
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
December 31,
1997 June 30,
(Unaudited) 1997 (1)
ASSETS ----------- --------
CURRENT ASSETS
Cash $144,763 $34,028
Accounts receivable, net 134,239 83,312
Prepaid expenses and other current assets 222,511 23,050
--------- ---------
TOTAL CURRENT ASSETS 501,513 140,390
--------- ---------
Property, plant and equipment, net 56,102 79,142
---------- ---------
Other assets 1,825 2,266
--------- -------
TOTAL ASSETS $559,440 $221,798
========= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Loan payable - bank $200,000 ---
Notes payable - related parties 975,924 $882,424
Notes payable 15,823 6,323
Accounts payable 278,537 301,874
Accounts payable - related party 988 2,550
Accrued expenses 117,432 128,913
Accrued interest-related party 141,312 95,693
Deferred revenue 132,722 91,294
-------- -------
TOTAL CURRENT LIABILITIES 1,862,738 1,509,071
Note payable 3,667 6,850
STOCKHOLDERS' DEFICIT
Common stock, no par value, 12,000,000 shares
authorized, 9,456,932 shares issued and
outstanding 3,485,412 3,485,412
Undesignated capital shares, 3,000,000 shares
authorized, none outstanding ---- ----
Accumulated deficit (4,792,377) (4,779,535)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (1,306,965) (1,294,123)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $559,440 $221,798
========= ========
(1) Derived from audited financial statements.
See notes to financial statements.
4
UNITRONIX CORPORATION
STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
1997 1996 1997 1996
------ ------ ------ ------
REVENUES:
Computer systems and
software licenses $299,300 $43,845 $336,800 $186,874
Services 135,506 181,429 282,611 356,016
------- ------- ------- ---------
TOTAL REVENUES 434,806 225,274 619,411 542,890
------- ------- ------- -------
COSTS AND EXPENSES:
Cost of computer systems
and software licenses 5,145 7,273 6,171 21,069
Cost of services 71,693 88,005 126,289 166,240
Product development costs 174,381 238,256 221,736 386,881
Selling expenses 77,597 65,112 113,869 136,874
General and administrative
expense 50,283 47,073 110,798 93,630
------- ------- --------- ---------
TOTAL COSTS AND EXPENSES: 379,099 445,719 578,863 804,694
------- ------- ------- -------
PROFIT (LOSS) FROM OPERATIONS 55,707 (220,445) 40,548 (261,804)
INTEREST INCOME (EXPENSE),NET (29,670) (13,864) (53,390) (24,582)
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES 26,037 (234,309) (12,842) (286,386)
------- ------- ------- -------
PROVISION FOR INCOME TAXES 0 0 0 0
------- ------- ------- -------
NET INCOME (LOSS) $26,037 $(234,309) $(12,842) $(286,386)
======= ======= ======= =======
BASIC EARNINGS (LOSS) PER $0.00 $(0.02) $0.00 $(0.03)
COMMON SHARE
DILUTED EARNINGS (LOSS) PER $0.00 $(0.02) $0.00 $(0.03)
COMMON SHARE
Weighted average number of common
shares outstanding 9,456,932 9,456,932 9,456,932 9,456,932
See notes to financial statements.
5
UNITRONIX CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
For the Six Months Ended December 31, 1997
Common Stock
------------------
Shares Accumulated Stockholders'
Issued Amount Deficit Deficit
------ ------ ------- -------
Balance, June 30, 1997 9,456,932 $3,485,412 $(4,779,535) $(1,294,123)
Net loss for the period ---- ---- (12,842) (12,842)
-------- -------- --------- --------
Balance,
December 31, 1997 9,456,932 $3,485,412 $(4,792,377) $(1,306,965)
========= ========= =========== =========
See notes to financial statements.
6
UNITRONIX CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended December 31,
--------------------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(12,842) $(286,386)
Adjustments to reconcile net loss to
net cash used by operating activities
Depreciation and amortization 23,042 34,315
(Increase) decrease in:
Accounts receivable (50,927) (20,072)
Prepaid expenses and other current assets (199,461) 1,072
Other assets 441 2,137
Increase (Decrease) in:
Accounts payable (24,899) 43,759
Accrued expenses 34,138 (8,706)
Deferred revenues 41,428 5,145
------- -------
Net cash used by operating activities (189,080) (228,736)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale (Purchase) of Equipment, net (32,658)
------- -------
Net cash used by investing activities -- (32,658)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt 545,000 283,500
Payments on debt (245,185) (3,162)
------- -------
Net cash provided by financing activities 299,815 280,338
------- -------
Net increase in cash 110,735 18,944
Cash at beginning of period 34,028 13,382
------- -------
Cash at end of period $144,763 $32,326
======= =======
See notes to financial statements.
7
UNITRONIX CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies:
------------------------------------------
Basis of Presentation
- ---------------------
The accompanying financial statements are unaudited. In the opinion of manage-
ment, all adjustments, which include only normal recurring adjustments necessary
to present fairly the financial position, results of operations, and cash flows
for all periods presented, have been made. The result of operations for interim
periods are not necessarily indicative of the operating results for the full
year.
Footnote disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles has been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's June
30, 1997 Annual Report on Form 10-K.
2. Related Party Transactions:
--------------------------
During the six month period ended December 31, 1997, the Company's principal
shareholder loaned the Company $335,000 in the form of unsecured demand notes
that bear interest at the rate of 10% per annum. $300,000 of this amount was
used as an initial payment for a new software product that is being developed
by an outside software development firm. $100,000 was charged to development
expenses in the quarter ended December 31, 1997, and the remaining $200,000
is included in prepaid expenses and other current assets on the balance sheet
for the quarter ended December 31, 1997. The remainder of the $335,000 was used
to fund operations.
During the same period the Carolina First Bank loaned the Company $200,000
in the form of a demand note that was secured by all of the tangible assets
of the Company. In addition to the pledge of assets, the Company's principal
shareholder personally guaranteed this note, which bears interest at the rate
of 9% per annum. Interest expense on these loans and prior borrowings from
shareholders amounted to $52,969 in the six month period ended December 31,
1997. The Company repaid $242,000 of the unsecured notes to the principal
shareholder during the six month period. Although no assurances can be given,
management believes that the shareholders and the bank do not intend to demand
repayment of the remaining amounts owed in the foreseeable future. The Company
is attempting to secure additional sources of funding.
During fiscal 1993 and 1992, the Company had a consulting management agreement
with a related entity controlled by its principal shareholder. Effective
July 1, 1993 a new agreement became effective in which substantially all of the
employees of the related entity became employees of the Company. Under the new
8
agreement, the Company charges the related entity for services it provides as
well as fifteen percent of the company's rent expense for space occupied by the
related entity. The amount owed to the related entity as a result of these
agreements was $988 at December 31, 1997, and is included in accounts payable-
related party in the accompanying financial statements.
3. Supplemental Disclosures of Cash Flow Information:
-------------------------------------------------
Cash paid for interest for the periods indicated were as follows:
Six Months Ended
December 31,
-----------------
1997 1996
-------- --------
Interest, net $7,771 $629
4. Earnings (Loss) per Common Share:
--------------------------------
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 (SFAS 128) "Earnings per Share", which requires
the disclosure of Basic Earnings per Common Share and Diluted Earnings per
Common Share for all periods presented. Adoption of this statement has not
affected the amounts presented in any period.
5. Legal Proceedings
-----------------
The Company filed suit against Computer Management Sciences, Inc. (CMSI) in
the United States District Court for the District of Massachusetts on October
25, 1996. The suit seeks damages resulting from the breach of three contracts
by CMSI to develop portions of the client-server ERP software, which contracts
having been entered into in 1995 and 1996. The Company is seeking an amount in
excess of $150,503, which is the amount that the Company paid to CMSI during
the course of the contracts, plus costs, interest and such other relief that
the Court deems just and equitable. On January 17, 1997, CMSI filed a counter-
claim in the same Court alleging that the Company is liable to CMSI in an amount
exceeding $200,000 on account of the Company's alleged breaches of the same
contracts. Management believes that the CMSI counterclaim is without merit and
is defending this counterclaim vigorously. There can be no assurance that an
adverse outcome will not result in an adverse effect on the Company's financial
position or results of its operations.
9
UNITRONIX CORPORATION
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
The analysis of the Company's financial condition, capital resources
and operating results should be viewed in conjunction with the accompanying
financial statements, including the notes thereto.
RESULTS OF OPERATIONS
- ---------------------
The company continued to sell additional PRAXA software modules, software
support services and consulting services to existing customers over the past
six months. In addition, the Company is actively marketing the latest version
of the PRAXA software to PRAXA users that are no longer covered by support
agreements, because of the ability of the latest version to handle dates beyond
the end of 1999. Two orders were received for this software just prior to the
end of the period, and an additional order was received early in the third
quarter of the fiscal year. Several additional prospects are currently having
discussions with the Company.
In September, 1997, the Company contracted with an independent software develop-
ment firm for the development of a state of the art Enterprise Resource Planning
system. Because of delays that have been encountered in the development of
the software, the Company is renegotiating the terms of the contract while
exploring alternatives to continuing with the project.
Second Quarter Ended December 31, 1997, Compared to the Second Quarter Ended
- ----------------------------------------------------------------------------
December 31, 1996
- -----------------
Revenue for the three month period ended December 31, 1997 increased by 93%
from the like period in 1996. Sales of computer systems and software licenses
increased approximately $255,000, while revenue from services declined approx-
imately $46,000. The increase in revenue from computer systems and software
licenses was due to the sale of a corporate-wide license to an existing PRAXA
customer, and a license upgrade to cover additional users by another customer.
The lower revenue from services is due to some users terminating their software
support agreements.
Total costs and expenses decreased by 15% from the second quarter of 1996 to the
same quarter in 1997, primarily due to lower product development costs and
lower cost of services. Both of these costs decreased because of the removal
of personnel from these functions late in fiscal 1997.
The higher level of sales and decreased costs and expenses resulted in a profit
from operations of approximately $56,000, or 12.8% of sales, during the second
quarter of fiscal 1998, versus a loss from operations of $220,000 during the
like quarter in fiscal 1997.
10
Six Months Ended December 31, 1997 Compared to Six Months Ended December 31,
- ----------------------------------------------------------------------------
1996
- ----
Revenue for the six month period ended December 31, 1997, increased by 14%
from the like six month period in 1996. Sales of computer systems and software
licenses increased by 80% due to the sale of a corporate-wide PRAXA license and
a major license upgrade, while revenue from services declined by 21%. The
decrease in revenue from services is primarily due to customers terminating
their software support agreements. Management anticipates that this trend will
continue in the future, as customers install other software or become confident
of their own capabilities to support the PRAXA software.
Total costs and expenses decreased by 28% from the 1996 period to the same
period in 1997. This decrease is primarily due to the elimination of personnel
from the support and product development functions during the fiscal year
ended June 30, 1997.
The increased revenues and decreased costs and expenses resulted in a profit
from operations of approximately $40,000 for the six months ended December 31,
1997, as compared with a loss from operations of $262,000 for the six months
ended December 31, 1996.
Earnings (Loss) per Common Share
- --------------------------------
In the fiscal quarter ended December 31, 1997, the Company recorded net earnings
of $26,037 or $0.00 per common share. In the fiscal quarter ended December 31,
1996, the Company experienced a net loss of ($234,309) or ($0.02) per common
share.
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 (SFAS 128) "Earnings per Share", which requires
the disclosure of Basic Earnings per Common Share and Diluted Basic Earnings
per Common Share for all periods presented. Adoption of this statement has not
affected the amounts presented in any period.
Liquidity and Capital Resources
- -------------------------------
At December 31, 1997, the working capital deficit was $1,361,225 as compared
to a deficit of $1,368,681 at June 30, 1997. The Company's cash position has
improved to the point where it is able to make timely payments to creditors for
current expenses. Since the end of the six month period ended December 31,
1997, the Company has resolved the legal actions that were brought by two
creditors for nonpayment by issuing notes and a schedule of payments to the
creditors and by making initial payments against the notes. The same action
was taken with a third creditor, and is currently being discussed with another.
Management does not believe that any other creditors will seek legal remedies in
11
their attempts to collect the moneys that they are owed by the Company, but
there can be no assurances that they will not do so.
During the six months ended December 31, 1997, the Company borrowed $200,000
from the Carolina First Bank, $195,000 of which was used to repay funds that had
been advanced to the Company by it's major shareholder that were beyond the
terms of an existing lending agreement. The Company also borrowed $335,500 from
it's major shareholder, $300,000 of which was used as an initial payment to a
software development firm that has contracted to develop a new Enterprise
Resource Planning product for the Company. The remainder of these funds were
used to fund operations. The Company later repaid $47,000 of the borrowings
from it's major shareholder. All of these borrowings bear interest at 10% per
annum.
Prepaid expenses increased by $200,000 from June 30, 1997, to December 31,
1997, due to the deposit that was given to the software development firm for
the ERP software development project. An increase in current liabilities of
approximately $350,000 was mainly due to additional borrowings. At February 1,
1998, the Company owed $975,924 to shareholders in outstanding notes, and
$149,000 in accrued interest on those notes. Although no assurances can be
given, management believes that the shareholders do not intend to demand
repayment of the amounts owed in the foreseeable future. Discussions with the
lending shareholders are being conducted towards converting the notes and the
accrued interest to preferred stock in the Company. There can be no assurances
that such debt to equity conversions will take place.
Management believes that capital from sources other than operations will be
needed to fund future operations. The Company is attempting to raise funds
through the private placement of Company stock. There can be no assurances
that the Company will be able to raise these additional funds and failure to
do so may have a material adverse impact on the Company's business and
operations.
Impact of Recently Issued Accounting Pronouncements
- ---------------------------------------------------
The Financial Accounting Standards Board recently issued Statement No. 130
("SFAS 130"), "Reporting Comprehensive Income". This statement requires
changes in comprehensive income to be shown in a financial statement that is
displayed with the same prominence as other financial statements. While not
mandating a specific financial statement format, the Statement requires that
an amount representing total comprehensive income be reported. The Statement
is effective for fiscal years beginning after December 15, 1997. Reclass-
ification of financial statements for earlier periods is required for compar-
itive purposes. The Company believes the implementation of SFAS 130 will not
have a material impact on results of its operations.
The FASB also issued Statement No. 131 ("SFAS 131"), "Disclosures about Seg-
ments of an Enterprise and Related Information". This Statement, which super-
sedes Statement No. 14, "Financial Reporting for Segments of a Business Enter-
12
prise," changes the way public companies report information about segments.
The Statement, which is based on the management approach to segment reporting,
includes requirements to report segment information quarterly and entity-wide
disclosures about products and services, major customers, and the material
countries in which the entity holds assets and reports revenues. The Statement
is effective for periods beginning after December 15, 1997. Restatement for
earlier years is required for comparative purposes unless impracticable. In
addition, SFAS 131 need not be applied to interim periods in the initial year,
however, in subsequent years, interim period information must be presented on a
comparative basis. The Company is currently evaluating this Statement and
its effect on financial statement disclosures.
Part II-Other Information
Item 3. Defaults Upon Senior Securities
As of December 31, 1997 the Company had borrowed $975,924 from three
of its shareholders. The loans are in the form of demand notes that require
quarterly payments of interest to the holders of the notes. The Company has
made no interest payments against the notes and, as of December 31, 1997, owed
$141,312 in accrued interest to the note holders. This amount is included
in accrued expenses in the Company's balance sheet. As of February 5, 1998
the note holders have not requested payment of the interest due on the notes,
but there can be no assurance that no such demand will be made.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibit 27. Financial Data Schedule
B. Reports on Form 8-K
The Company did not file any reports on Form 8-K during the six months
ended December 31, 1997.
13
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.
Unitronix Corporation
Date: February 13, 1998
By: /s/William C. Wimer
-------------------
William C. Wimer
Vice President, Operations and
Chief Financial Officer
14
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 144,763
<SECURITIES> 0
<RECEIVABLES> 139,290
<ALLOWANCES> 5,051
<INVENTORY> 0
<CURRENT-ASSETS> 501,513
<PP&E> 680,527
<DEPRECIATION> 624,425
<TOTAL-ASSETS> 559,440
<CURRENT-LIABILITIES> 1,862,738
<BONDS> 0
<COMMON> 3,485,412
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 559,440
<SALES> 619,411
<TOTAL-REVENUES> 619,441
<CGS> 6,171
<TOTAL-COSTS> 6,171
<OTHER-EXPENSES> 572,692
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 53,390
<INCOME-PRETAX> (12,842)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,842)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,842)
<EPS-PRIMARY> 0.00
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