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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 0-288-42
SPATIAL TECHNOLOGY INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 84-1035353
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2425 55TH STREET, SUITE 100, BOULDER, COLORADO 80301
(address of principal executive offices) (Zip Code)
(303) 544-2900
(Registrant's telephone number, including area code)
</TABLE>
Indicate by check 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 April 1, 2000, there were outstanding 11,465,522 shares of the
Registrant's Common Stock (par value $0.01 per share).
Transitional Small Business Disclosure Format (check one): Yes No X
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SPATIAL TECHNOLOGY INC.
INDEX
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<CAPTION>
Page
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets, December 31, 1999
and March 31, 2000..................................................................... 3
Condensed Consolidated Statements of Operations, three
months ended March 31, 1999 and 2000................................................... 4
Condensed Consolidated Statements of Cash Flows, three
months ended March 31, 1999 and 2000................................................... 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.......................................................................... 9
Signatures........................................................................................... 10
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SPATIAL TECHNOLOGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except shares)
<TABLE>
<CAPTION>
ASSETS
December 31, March 31,
1999 2000
----------------- -----------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents............................................. $ 1,324 $ 6,150
Accounts receivable, net of allowance of $233 in 1999 and 2000........ 4,156 5,126
Prepaid expenses and other............................................ 691 699
------------ -----------
Total current assets.............................................. 6,171 11,975
Equipment, net............................................................. 1,891 2,096
Purchased computer software, net........................................... 2,010 1,931
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$10,072 $16,002
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable...................................................... 1,028 702
Accrued expenses...................................................... 1,245 1,507
Deferred revenue...................................................... 1,921 2,434
------------ -----------
Total current liabilities......................................... 4,194 4,643
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Stockholders' Equity:
Common stock, $.01 par value; 22,500,000 shares authorized;
9,508,179 and 11,465,522 shares outstanding in 1999 and 2000,
respectively...................................................... 95 115
Additional paid-in capital............................................ 25,828 32,747
Accumulated deficit................................................... (19,936) (21,390)
Accumulated other comprehensive loss.................................. (109) (113)
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Total stockholders' equity........................................ 5,878 11,359
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$10,072 $16,002
============ ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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SPATIAL TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
1999 2000
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<S> <C> <C>
Revenue:
License fees................................................. $ 1,670 $ 1,232
Royalties.................................................... 1,277 1,427
Services..................................................... 1,104 1,409
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Total revenue............................................ 4,051 4,068
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Cost of sales:
License fees................................................. 120 163
Services..................................................... 104 374
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Total cost of sales...................................... 224 537
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Gross profit...................................................... 3,827 3,531
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Operating expenses:
Sales and marketing.......................................... 1,433 1,705
Research and development..................................... 1,766 2,436
General and administrative................................... 475 802
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Total operating expenses................................. 3,674 4,943
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Earnings (loss) from operations.......................... 153 (1,412)
Other income (expense):
Interest income.............................................. 45 64
Other, net................................................... (2) (5)
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Total other income....................................... 43 59
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Earnings (loss) before income taxes...................... 196 (1,353)
Income tax expense................................................ 136 101
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Net earnings (loss)...................................... $ 60 $ (1,454)
============= =============
Other comprehensive income (loss):
Foreign currency translation adjustment....................... 7 (4)
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Comprehensive income (loss)................................... $ 67 $ (1,458)
============= =============
Earnings (loss) per common share:
Basic......................................................... $ 0.01 $ (0.14)
Diluted....................................................... $ 0.01 $ (0.14)
Weighted average number of common shares outstanding:
Basic......................................................... 9,274 10,344
Diluted....................................................... 9,654 10,344
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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SPATIAL TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
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<CAPTION>
Three Months Ended
March 31,
-------------------------------------
1999 2000
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<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss).......................................................... $ 60 $ (1,454)
Adjustments to reconcile net earnings (loss) to net cash used by operating
activities:
Depreciation and amortization......................................... 188 220
Changes in operating assets and liabilities:
Accounts receivable................................................. (1,185) (970)
Prepaid expenses and other.......................................... (75) (8)
Accounts payable.................................................... (104) (326)
Accrued expenses.................................................... 94 262
Deferred revenue.................................................... 198 513
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Net cash used by operating activities............................. (824) (1,763)
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Cash flows from investing activities:
Additions to equipment.................................................. (122) (346)
Additions to purchased computer software................................ (150) --
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Net cash used by investing activities............................. (272) (346)
------------ -----------
Cash flows from financing activities:
Principal payments on debt.............................................. (3) --
Proceeds from issuance of common stock, net............................. 77 6,939
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Net cash provided by financing activities......................... 74 6,939
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Foreign currency translation adjustment affecting cash..................... 7 (4)
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Net increase (decrease) in cash and cash equivalents.............. (1,015) 4,826
Cash and cash equivalents at beginning of period........................... 4,534 1,324
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Cash and cash equivalents at end of period................................. $ 3,519 $ 6,150
============ ===========
Supplemental disclosures:
Cash paid for income taxes.............................................. $ 15 $ 43
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
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SPATIAL TECHNOLOGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2000
A. FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. The unaudited condensed
consolidated financial statements should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1999.
B. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is computed based on the weighted average number of common shares
outstanding plus the dilutive effect of potential common stock. For the three
month period ended March 31, 2000, diluted loss per share is the same as basic
loss per share, as the effect of potential common stock, consisting of common
stock options, is antidilutive.
C. EQUITY FINANCING
In February 2000, the Company issued 1.9 million shares of common stock and
warrants to purchase 1.2 million shares of common stock at an exercise price of
$6.50 per share for total consideration of $6.9 million in a private offering.
The warrants are exercisable beginning August 2000 through their expiration in
February 2005.
D. ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101") "Revenue Recognition in Financial
Statements" SAB 101 provides guidance on revenue recognition issues. The Company
does not anticipate any material adverse effect from SAB 101 on the Company's
financial statements.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
presented here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section and those
discussed in the Company's Form 10-KSB for the year ended December 31, 1999,
particularly those contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations".
RESULTS OF OPERATIONS
Revenue
Total revenue for the quarter ended March 31, 2000 was unchanged at $4.1
million as compared to the quarter ended March 31, 1999, reflecting an increase
in royalties and services, offset by a decrease in license fees. License fees
decreased 29% to $1.2 million for the first quarter of 2000 from $1.7 million
reported in the first quarter of 1999. Decreased license fees in the first
quarter of 2000 are attributed to a decrease in the average license fees
received per contract by the Company as compared to the same prior year quarter.
Decreased average license fees resulted from competition and a trend in the
high-end software market towards lower up front license fees, in favor of
increased royalty and service fees in future periods. By product line the
Company experienced 35%license growth, as compared to the same prior year
quarter from its Interoperability viewing products including the IntraVision(R)
Software Development Kit (IVSDK), offset by decreased license fees from the
Company's component product line including the ACIS(R) 3D Toolkit and supporting
husks. Royalties advanced 12%, growing to $1.4 million for the first quarter of
2000 from $1.3 million reported for the same quarter in 1999. Increased
royalties for the quarter ended March 31, 2000 as compared to the same quarter
in 1999 resulted from increased non-refundable prepaid royalties. As a result of
the trend in the high-end software market noted above, the Company expects to
continue to include up front non-refundable prepaid royalties with its license
agreements. Service revenue, derived from the sale of maintenance contracts and
the performance of training and consulting services, increased 28% to $1.4
million for the quarter ended March 31, 2000 as compared to $1.1 million
reported for the quarter ended March 31, 1999. For the quarter ended March 31,
2000, one customer accounted for 19% of the Company's revenue.
Geographically, international revenue decreased 30% for the quarter ended
March 31, 2000 and represented 34% of total revenue as compared to 48% for the
quarter ended March 31, 1999. Decreased international revenue for the quarter
ended March 31, 2000 reflects a decrease in the number of contracts executed in
Japan and Europe in addition to an increase in value of the contracts executed
in North America.
Cost of Sales
Cost of sales consists of support costs, royalty payments by the Company to
third party developers, manufacturing costs (primarily media duplication,
manuals, and shipping) and amortization of purchased computer software. Total
cost of sales increased to $537,000 for the quarter ended March 31, 2000 from
$224,000 reported in the comparable prior year period primarily due to increased
staffing for customer support resulting from growth in the Company's installed
customer base and engineering consulting services performed. Royalty expense
increased $38,000 (or 58%) for the quarter ended March 31, 2000 as compared to
the same quarter in 1999 as a result of increased royalty expenses to third
party developers associated with certain component software translation tools.
As a percent of total revenue, cost of sales increased to 13%, as compared to 6%
for the quarter ended March 31, 1999.
Operating Expenses
Sales and marketing expense increased 19% to $1.7 million for the quarter
ended March 31, 2000 as compared to $1.4 million reported in the quarter ended
March 31, 1999. Increased sales and marketing expense for the first quarter of
2000 as compared to the first quarter of 1999 is due to the ongoing investment
in the Company's Web-based business, PlanetCAD(TM). The Company expects this
trend to
7
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continue throughout 2000 as it attempts to expand its market share in the
Application Service Provider ("ASP") market space. As a percent of total
revenue, sales and marketing expense increased to 42% for the quarter ended
March 31, 2000 as compared to 35% for the comparable prior year period.
Research and development expense increased 38% to $2.4 million for the
quarter ended March 31, 2000 from $1.8 million reported in the same prior year
quarter. Increased research and development expense was due to increased
staffing in support of the Company's continued development of a new generation
of Web-based business-to-business ("B2B") interoperability software products,
including 3Dshare.com, Bits2Parts.com and 3Dpublish.com. The Company expects its
investment in research and development to increase throughout 2000 with the
continued expansion of software offered by its Web-based B2B ASP model. As a
percent of total revenue, research and development expense increased to 60% for
the quarter ended March 31, 2000 from 44% for the comparable prior year quarter.
The Company accounts for software development costs in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 86, under which the Company is
required to capitalize software development costs after technological
feasibility is established. Capitalizable software development costs incurred to
date have not been significant; therefore, the Company has expensed all of these
costs as research and development in the periods incurred.
General and administrative expense increased 69% to $802,000 for the
quarter ended March 31, 2000 as compared to $475,000 reported for the same prior
year quarter. Increased general and administrative expense for the quarter ended
March 31, 2000 as compared to the quarter ended March 31, 1999 was due to
increased administrative salaries, including legal and staffing costs, in
support of the Company's PlanetCAD division. As a percent of total revenue,
general and administrative expense increased to 20% for the first quarter of
2000 from 12% for the first quarter of 1999.
Other Income (Expense), net
Other income increased $16,000 to $59,000 for the quarter ended March 31,
2000 as compared to $43,000 reported for the quarter ended March 31, 1999.
Increased other income reflects higher interest income, as a result of higher
cash balances due to the equity transaction completed by the Company in February
2000. (See "Liquidity and Capital Resources" and "Item 2").
Income Tax Expense
Income tax expense consisting solely of taxes on foreign sales, decreased
$35,000 to $101,000 for the fiscal quarter ended March 31, 2000 from $136,000
reported for the same quarter in 1999 due primarily to decreased sales in Japan.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company has experienced in the past and expects to continue to
experience in the future significant fluctuations in quarterly operating results
due to a number of factors that are difficult to forecast, including, among
others, the volume of orders received within a quarter, receipt of prepaid
royalties, demand for the Company's products, the product mix purchased by the
Company's customers, competing capital budget considerations of the Company's
customers, introduction and enhancement of products by the Company and its
competitors, market acceptance of new products, reviews in the industry press
concerning the products of the Company or its competitors, changes or
anticipated changes in pricing by the Company or its competitors and general
economic conditions. Due to the foregoing factors, it is possible that the
Company's operating results for some future quarters may fall below the
expectations of securities analysts and investors.
8
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LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had $6.2 million in cash and cash
equivalents. Cash and cash equivalents increased $4.8 million for the three
months ended March 31, 2000, as compared to a $1.0 million decrease for the
comparable prior year period. The increase in cash and cash equivalents for the
quarter ended March 31, 2000 as compared to the same prior year period was due
to the completion of a private equity transaction in February 2000, in which the
Company sold 1.9 million shares of common stock at a price of $3.60 per share
and warrants to purchase 1.2 million shares of common stock at $0.05 per warrant
for $6.9 million. The warrants are exercisable at $6.50 per share. The proceeds
from the transaction are invested in high grade commercial paper with maturities
less than less than 90 days.
Net cash used by operating activities was $1.8 million for the three-month
period ended March 31, 2000 as compared to $824,000 for the three-month period
ended March 31, 1999. Net cash used by operations in 2000 resulted primarily
from a net loss of $1.5 million, increased accounts receivable and decreased
accounts payable, partially offset by increased deferred revenue and accrued
expenses as well as other non-cash operating items. Cash used by operations in
the period ended March 31, 1999 was principally due to increased accounts
receivable, partially offset by increased deferred revenue and other non-cash
operating items.
Net cash used by investing activities totaling $346,000 for the quarter
ended March 31, 2000 results from equipment purchases. Cash used for the
comparable period in 1999 totaling $272,000 reflects $122,000 used for equipment
purchases and $150,000 used for purchase of computer software.
Net cash provided by financing activities was $6.9 million for the three
months ended March 31, 2000, due to proceeds from the equity transaction in
February 2000.
Management believes that cash generated from operations, together with
existing cash, will be sufficient to meet the Company's operating and capital
requirements for the foreseeable future including at least the next twelve
months.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
None
Item 2. Changes in Securities:
On February 22, 2000, the Company issued an aggregate of 1,900,000 shares
of Common Stock (the "Shares") to certain investors pursuant to the Stock
Purchase Agreement, by and among the Company and the Investors named therein,
dated February 22, 2000. The sale and issuance of such shares was deemed to be
exempt from registration under the Securities Act of 1933 by virtue of Rule 506
of Regulation D thereof. The recipients were all accredited and represented
their intention to acquire the securities for investment only. Appropriate
legends are affixed to the stock certificates issued in such transaction. All
recipients either received adequate information about the Company or had access
to such information.
Item 3. Defaults on Senior Securities:
Not Applicable
Item 4. Submission of Matters to Vote of Security Holders:
None
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Item 5. Other Information:
None
Item 6. Exhibits and Reports on Form 8-K:
a) Exhibits
27 - Financial Data Schedule
b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPATIAL TECHNOLOGY INC.
Date May 15, 2000 /s/ R. Bruce Morgan
------------ ------------------------------------
R. Bruce Morgan
President, Chief Executive Officer,
and Director (Principal Executive
and Financial Officer)
/s/ Todd S. Londa
------------------------------------
Todd S. Londa
Vice President, Administration and
Corporate Controller (Principal
Accounting Officer)
11
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,150
<SECURITIES> 0
<RECEIVABLES> 5,323
<ALLOWANCES> (197)
<INVENTORY> 0
<CURRENT-ASSETS> 11,975
<PP&E> 3,259
<DEPRECIATION> (1,163)
<TOTAL-ASSETS> 16,002
<CURRENT-LIABILITIES> 4,643
<BONDS> 0
0
0
<COMMON> 115
<OTHER-SE> 11,244
<TOTAL-LIABILITY-AND-EQUITY> 16,002
<SALES> 0
<TOTAL-REVENUES> 4,068
<CGS> 0
<TOTAL-COSTS> 537
<OTHER-EXPENSES> 4,943
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 59
<INCOME-PRETAX> (1,353)
<INCOME-TAX> 101
<INCOME-CONTINUING> (1,454)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,454)
<EPS-BASIC> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
