<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15d of the Securities Exchange Act of
1934 for the quarterly period ended: June 30, 1997
[ ] Transition report pursuant to Section 13 or 15d of the Securities Exchange
Act of 1934 For the Transition period from ----------------------
to ----------------------
Commission file number: 1-12966
INSCI CORP
(Exact name of registrant as specified in its charter)
Delaware 06-1302773
(State of incorporation) (IRS employer identification number)
Two Westborough Business Park
Westborough, MA 01581
(Address of principal executive offices)
Issuer's telephone number, including area code: (508) 870-4000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 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.
Yes X No __
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Title of Each Class Outstanding at June 30, 1997
- ------------------- ----------------------------
Common stock, par value $.01 4,369,688
Transitional Small Business Disclosure Format (check one)
Yes ___ No X
<PAGE>
INSCI CORP
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 1997 3
Statements of Operations for the Three Months
Ended June 30, 1997 and 1996 4
Statements of Cash Flows for the Three Months
Ended June 30, 1997 and 1996 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of
Operation 9
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 13
Signature 15
<PAGE>
PART I FINANCIAL INFORMATION
INSCI CORP
BALANCE SHEET
(in thousands)
(unaudited)
ASSETS JUNE 30,
1997
--------
Current assets:
Cash and cash equivalents $ 3,712
Accounts receivable, net 1,978
Inventory 47
Prepaid expenses and other 153
-------
Total current assets 5,890
Property & equipment 2,118
Less: accumulated depreciation (1,448)
-------
Total equipment, net 670
Capitalized software development costs,
net of accumulated amortization of $1,258 697
Purchased software, net of accumulated amortization of $384 1,277
Other assets 246
-------
Total assets $ 8,780
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable $ 36
Accounts payable 570
Accrued compensation 136
Accrued vacation 228
Accrued commissions 151
Accrued and other liabilities 631
Deferred maintenance revenue 729
-------
Total current liabilities 2,481
Stockholders' equity :
Common stock 43
Preferred stock 36
Additional paid-in capital 25,405
Accumulated deficit (19,185)
-------
Total stockholders' equity 6,299
-------
Total liabilities and stockholders' equity $ 8,780
=======
See accompanying notes
<PAGE>
INSCI CORP
STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
THREE MONTHS ENDED
JUNE 30,
1997 1996
------- -------
Revenue
Product $ 758 $ 1,499
Services 1,045 1,437
------- -------
Total revenue 1,803 2,936
------- -------
Cost of revenue
Product 411 388
Services 671 683
------- -------
Total cost of revenue 1,082 1,071
------- -------
Gross margin 721 1,865
------- -------
Expenses
Sales and marketing 1,008 878
Product development 478 445
General and administrative 444 452
------- -------
Total expenses 1,930 1,775
------- -------
Income (loss) from operations (1,209) 90
Interest income (expense)
Interest income 47 8
Interest expense (1) (3)
------- -------
Interest income (expense) net 46 5
------- -------
Net income (loss) (1,163) 95
======= =======
Preferred stock dividends (see accompanying note) (244) (199)
------- -------
Net (loss) applicable to common shares $(1,407) $ (104)
======= =======
Net (loss) per common share $ (0.33) $ (0.03)
======= =======
Weighted average common shares outstanding 4,284 3,883
======= =======
See accompanying notes
<PAGE>
INSCI CORP
STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
THREE MONTHS ENDED
JUNE 30,
1997 1996
------- -------
Cash flows from operating activities:
Net income (loss) $(1,163) $ 95
Reconciliation of net loss to net cash
used in operating activities:
Depreciation and amortization 91 117
Amortization of deferred software costs 135 223
Changes in assets and liabilities:
Accounts receivable 513 (6)
Inventory - 12
Prepaid expenses and other assets 4 (27)
Note payable (12) (11)
Accounts payable (258) (21)
Accrued and other liabilities (174) (254)
Customer deposits (6) (230)
Deferred maintenance revenue (108) 32
------- -------
Net cash used in operating activities (978) (70)
Cash flows from investing activities:
Additions to capitalized software development costs (347) (175)
Capital expenditures (54) (43)
Other Assets 13 (11)
------- -------
Net cash used in investing activities (388) (229)
Cash flows from financing activities:
Proceeds from exercise of stock options 10 92
Payment of capital lease obligations - (10)
------- -------
Net cash provided by (used in) financing activities 10 82
------- -------
Net change in cash and cash equivalents (1,356) (217)
Cash and cash equivalents at beginning of year 5,068 436
------- -------
Cash and cash equivalents at end of period $ 3,712 $ 219
======= =======
See accompanying notes
<PAGE>
INSCI CORP
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The financial statements included herein have been prepared by INSCI
Corp (the "Company" or "INSCI"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the "Commission").
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. However,
the Company believes that the disclosures contained herein are adequate to make
the information presented not misleading. The financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's annual report on Form 10-KSB, filed on June 27, 1997, for the
fiscal year ended March 31, 1997, and with the Company's definitive proxy
statement for its 1997 Annual Meeting of Stockholders filed with the Commission
on July 29, 1997.
In the opinion of the management of the Company, the accompanying
unaudited financial statements reflect all adjustments (of a normal and
recurring nature) which are necessary to present fairly the financial position
of the Company as of June 30, 1997 and the results of operations and cash flows
for the quarters ended June 30, 1997 and 1996.
The computation of loss per common and common equivalent share has
been calculated on the basis of the weighted average number of common shares
outstanding during the period. The effect on loss per share of outstanding
options, warrants and convertible securities is antidilutive and has not been
included in the calculation of weighted average shares outstanding.
PREFERRED STOCK DIVIDENDS
The beneficial conversion feature of the Company's convertible
preferred stock is accounted for as a dividend to preferred shareholders and
amortized over the period from the date of issue through the date the security
is first convertible. This policy conforms to the accounting for these
transactions announced by the SEC Staff in March, 1997.
Preferred dividends for the quarter ended June 30, 1996 have been
adjusted to comply with the Staff `s position of retroactive application of this
accounting practice. As a result, dividends for the quarter ended June 30, 1996
have been increased from $29,000 to $199,000 and net income per common share of
$.02 has been reduced to a net loss per common share of ($.03).
CONTINGENCIES
Registration Rights. The Company has filed and is in the process of
amending a Form S-1 Registration Statement with the Securities and Exchange
Commission for 15,923,220 shares of common stock, of which 4,000,000 are
reserved for acquisitions, 2,605,411 for selling shareholders and the balance of
9,317,809 for rights granted to unit holders, convertible preferred
stockholders, and warrants and options issued by the Company. The registration
includes "piggyback" registration rights with respect to the shares of common
stock that the Company has granted to the holders of certain warrants and shares
of the Company's stock. Compliance with these registration rights may involve
substantial expense to the Company and may subject the Company to damages for
the violation of its registration rights agreements.
Convertible Preferred Stock. The Company has two oustanding issues of
convertible preferred stock that entitle the holders to convert this preferred
stock into shares of the Company's common stock, at a discount to the market
price of the common stock at the time of conversion. In the event that
conversions occur at market prices for the Company's common stock that are
substantially below the current market price, it is possible for material
dilution to other holders of the Company's common stock and may require the
Company to seek shareholder approval for the authorization and issue of
additional common shares.
Legal Proceedings. On September 30, 1992, the Company and Information
Management Technologies Corporation ("IMTECH"), the Company's former majority
shareholder, reached an agreement with the Securities and Exchange Commission
("Commission") to conclude and settle the Commission's informal investigation of
the Company and IMTECH. The Company and IMTECH, without admitting or denying any
of the allegations made by the Commission in its complaint, and without trial or
final adjudication of the allegations made in the Commission's complaint,
consented to the entry of an order enjoining them from future violations of
certain provisions of the Federal Securities Laws and the rules and regulations
thereunder. This consent order expires on September 30, 1997. The Company and
IMTECH may be subject to contempt of court or other sanctions if the Company or
IMTECH, at any time in the future, engage in actions that are deemed to violate
the consent judgment and the injunctions.
The Securities and Exchange Commission ("Commission") issued an order,
dated April 13, 1995, authorizing a private investigation of Imtech (INSCI's
former majority shareholder) and INSCI, and its officers and directors during
the period from March, 1993 and continuing until April 13, 1995. The order of
investigation inquiring into whether the Company and its then officers and
directors engaged in violations of Rule 10b-5 of the Securities Exchange Act of
1934 (the "Exchange Act"); failed to file annual reports and other information
as required by the rules and regulations of the Commission. On September 10,
1996 the Company was informed by the Commission that the staff inquiry relating
to these matters had been terminated and that no enforcement action had been
recommended at this time.
CREDIT FACILITY
On March 28, 1997 the Company obtained a credit facility with Silicon
Valley Bank ("SVB") for a working capital line of $1,500,000 and an equipment
financing line of $250,000. As of June 30, 1997, the Company could not borrow
against the line due to its first quarter loss being in excess of the loss
covenant. The Company, at its option, may terminate the line with SVB without
penalty. During June, 1997, the Company received a receivable financing proposal
from SVB that has covenants which the Company currently meets and under which
the Company could borrow up to $2,000,000 or up to 75% of eligible accounts
receivable. The Company is reviewing this financing proposal and has made no
commitment to proceed with this proposal at this time.
NEW PRONOUNCEMENTS
Effective December 31, 1996, the Company will be required to adopt
Statement of Financial Accounting Standards No. 128, "Earnings per Share." The
impact of this pronouncement is not expected to have a material impact on the
Company's presentation on net income/(loss) per share.
Effective March 31, 1998, the Company will be required to adopt
Statement of Financial Accounting Standards No. 129, "Capital Structure." The
impact of the adoption of this pronouncement is not expected to be material to
the Company's financial position or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
COMPARISON OF RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the
percentage relationship that certain items of the Company's results of
operations bear to total revenue.
Three months ended
June 30,
1997 1996
---- ----
Revenue % %
Product 42 51
Services 58 49
--- ---
Total revenue 100 100
Cost of revenue
Product 23 13
Services 37 23
--- ---
Total cost of revenue 60 36
--- ---
Gross margin 40 64
Expenses
Sales and marketing 56 30
Product development 27 16
General and administrative 25 15
--- ---
Total expenses 107 61
--- ---
Income (loss) from operations (67) 3
Interest income (expense) 3 -
--- ---
Net income (loss) (65) 3
=== ===
THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED
TO THE THREE MONTHS ENDED JUNE 30, 1996:
REVENUE
INSCI develops, sells, installs and supports imaging, print-on-demand,
data archive and retrieval and workflow software products. Sales to end users
generally include software, systems integration and consulting services,
installation, and training. Post-installation maintenance and customer support
is available under the terms of a separate contract at an additional charge.
INSCI sells its products through a combination of a direct sales force and
indirectly through VAR's, distributors and sales alliances with companies
including Unisys Corporation, Moore Corporation, Storage Technology Corporation
and Xerox Corporation. Revenue is net of discounts and allowances given to third
party VARs and distributors.
Total revenue for the quarter ended June 30,1997 (the "current
quarter") was $1,803,000 and decreased by 39% compared to revenue of $2,936,000
for the quarter ended June 30, 1996. Product revenue was $758,000 for the June
30, 1997 quarter and decreased by 49% compared to the same quarter last year.
The decline in revenue for the quarter, primarily in the product revenue
segment, reflects the transition the Company is making towards selling more of
its products through new and existing indirect sales channels. During the June,
1997 quarter, the Company's sales and technical personnel spent a higher than
usual amount of their time supporting the Company's indirect sales channel and
training the channel on the six new products that the Company has introduced
during the last six months. This channel support and training time resulted in
less time for closing direct sales accounts, with the impact of lower revenues
for the current quarter. The Company believes that the investment made in its
indirect sales channels will potentially help the Company's future revenues to
grow as a result of greater sales coverage afforded by the indirect channel as
compared to the Company's limited direct sales force. The Company can not,
however, predict with any degree of certainty, when and by what amount revenues
may increase as a result of increased indirect channel support.
Services revenue, which includes systems integration and maintenance
revenues, was $1,045,000 for the quarter ended June 30, 1997 and decreased by
27% compared to revenue of 1,437,000 for the same quarter last year. This
decrease reflects systems integration revenues of $519,000 for the current
quarter which decreased by 46% compared to revenue of $968,000 for the same
quarter of last year. Last's year's quarter included a major systems integration
contract with one customer, which was not replaced with a similar contract in
the current quarter. The Company's on-going sales activities include efforts to
secure major systems integration contracts. Maintenance revenue for the current
quarter was $526,000 and increased by 12% compared to revenue of $469,000 for
the same quarter last year. The increase in maintenance revenue reflects the
growth of the Company's installed base of customers, most of which renew their
maintenance contracts on a yearly basis.
GROSS MARGIN AND COST OF REVENUE
Gross margin for the quarter ended June 30, 1997 was $721,000 and
decreased by 61% compared to gross margin of $1,865,000 for the same quarter
last year. This decrease primarily reflects the lower revenues in the current
quarter compared to the same quarter last year.
Cost of product revenue as a percentage of product revenue was 54% in
the current quarter as compared to 26% for the same quarter last year. Cost of
services revenue was 64% in the current quarter as compared to 48% for the same
quarter last year. The increase in cost of revenues in the current quarter for
both product and services revenues reflects the relatively fixed nature of
several of the costs associated with these revenue categories including
amortization of capitalized software expenses and the non-variable
organizational infrastructure of the services organization. It is expected that
increases in future product and services revenues, should they occur, would
result in percentage cost relationships that would be approximately the same as
last year.
SALES AND MARKETING
Sales and marketing expenses for the quarter ended June 30, 1997 were
$1,008,000 and increased by $130,000, or 15%, compared to expenses of $878,000
for the quarter ended June 30, 1996. The expense increase reflects marketing
programs associated with the introduction of the Company's six new products
combined with the establishment of a sales and technical support function in the
Philippines to support the Company's planned sales activities in the Far East.
PRODUCT DEVELOPMENT
The Company's product development program has been directed toward
creating a suite of complementary products to meet customer and marketplace
requirements for a more complete electronic document management solution. As a
result, during fiscal 1997, the Company announced the addition of six new
products to its offerings; WebCOINS, an Internet product, COINSflow, a workflow
product, Advanced COINSCAN, an imaging product, Advanced COINSERV, a data
archive and retrieval product, COINS Demander, a database interface, and Setup
Expert, an application set up interface. The Company also released a new Windows
NT product in June, 1997.
The additions to INSCI's product offerings, along with enhancements to
existing products, have been funded by the increase in the Company's gross
expenditures for software products. Gross product development expenses for the
quarter ended June 30, 1997, were $825,000, before capitalization of software
expenses of $347,000, for net quarterly product development expense of $478,000.
Gross product development expenses for the quarter ended June 30, 1996, were
$620,000, before capitalization of software expenses of $175,000, for net
quarterly product development expense of $445,000. The increase in gross
development expenses in the current quarter versus the same quarter last year
was $205,000.
GENERAL AND ADMINISTRATIVE
General and administrative expenses were $444,000 for the quarter ended
June 30, 1997 and decreased by $8,000 compared to $452,000 for the same quarter
last year. There were no significant changes within general and administrative
expenses for the current quarter versus last year.
INTEREST INCOME (EXPENSE)
Interest income for the quarter ended June 30, 1997 was $47,000
compared to $8,000 for the same quarter last year. The increase in interest
income in the current quarter reflects interest earned on funds received from
two regulation D security offerings completed by the Company in September and
November, 1996. Interest expense was insignificant for the current and last
year's quarters.
NET LOSS
Net loss for the quarter ended June 30, 1997 was $1,163,000 compared to
net income of $95,000 for the quarter ended June 30, 1996. The current quarter's
loss is the result of the decrease in revenues along with increases in costs of
sales and expenses, as previously stated herein.
FORWARD LOOKING COMMENTS
During the quarter ended June 30, 1997, as previously discussed, a
significant amount of the Company's sales and technical resources were directed
toward supporting the Company's sales channels. The Company believes that
opportunities to increase future revenues are best served by supporting these
sales channels due to the existing customer relationships that these channels
have and the relatively large number of sales personnel that the channels can
direct to selling the Company's products, as compared to much lower sales
coverage of the Company's internal direct sales force. The Company plans to
continue support for its channels.
Due to the Company not being able to predict when and to what degree
revenue increases from its channels may occur, the Company has refocused its
internal expense resources to provide for maximum support of its domestic sales
channels, where it believes the greatest potential for future revenue increases
exist. This refocus combined with a strict expense containment program that the
Company has implemented, will result in cost and expense savings. The goal of
the Company is to, at a minimum, operate at or near breakeven until the planned
increases in revenues from its sales channels take place.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997 the Company had $3,712,000 of cash and cash
equivalents and working capital of $3,409,000 in comparison to $219,000 of cash
and cash equivalents and working capital of $358,000 as of June 30, 1996. The
present cash reserves of the Company are believed to be sufficient to meet the
foreseeable needs of the Company. Accounts receivable were $1,978,000 with
weighted days outstanding of 56 as of June 30, 1997 compared to receivables of
$2,108,000 with weighted days outstanding of 34, as of June 30, 1996. The
Company targets collections of 45 days. Amounts below this number represent
favorable receivable mix and collection performance. The increase to 56 days for
the current quarter reflects extended payment terms that the Company has
provided to a number of its customers.
<PAGE>
The Company's cash flows are summarized below for the periods
indicated: (in thousands)
QUARTER ENDED JUNE 30,
1997 1996
---- ----
Cash provided by (used in)
Operating activities $ (978) $ (70)
Investing activities (388) (229)
Financing activities 10 82
------- -----
Increase(decrease) in cash and cash equivalents $(1,356) $(217)
======= =====
Cash and cash equivalents at end of period $ 3,712 $ 219
The Company used cash of $978,000 in operating activities for the
quarter ended June 30, 1997, primarily as the result of its net loss. Net cash
used in investing activities was $388,000 for the current quarter, primarily
from additions to capitalized software, which increased as a result of the
Company's expanded product development program. Cash generated from financing
activities was minimal for the quarter, and reflected the exercise of Company
stock options.
On March 28, 1997 the Company obtained a credit facility with Silicon
Valley Bank ("SVB") for a working capital line of $1,500,000 and an equipment
financing line of $250,000. As of June 30, 1997, the Company could not borrow
against the line due to its first quarter loss being in excess of the loss
covenant. The Company, at its option, may terminate the line with SVB without
penalty. During June, 1997, the Company received a receivable financing proposal
from SVB that has covenants which the Company currently meets and under which
the Company could borrow up to $2,000,000 or up to 75% of eligible accounts
receivable. The Company is reviewing this financing proposal and has made no
commitment to proceed with this proposal at this time.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT:
With the exception of historical information, the matters discussed in
this report are "forward looking statements" as the term is defined in Section
21E of the Securities Exchange Act of 1934. While the Company believes that its
strategic plan is on target and the business outlook remains strong, several
important factors, many of which are beyond the control of the Company, have
been identified which could cause results to differ materially from historical,
planned, implied or predicted results of the Company. While the Company has
achieved an operating income in some past quarters, INSCI historically has been
unable to generate sales volumes necessary to achieve profitability on a
sustained basis. INSCI has experienced, and may in the future experience,
significant quarter to quarter fluctuations in revenues and the results of
operations. Such fluctuations may result in volatility in the market price of
the Company's Common Stock.
Quarterly revenues and results of operations may fluctuate as the
result of a variety of factors, including the lengthy sales cycle for the
Company's products, the proportion of revenues attributable to software license
fees versus services, the amount of revenue generated by alliances with other
companies selling INSCI's products, demand for the Company's products, the size
and timing of individual license transactions, the introduction of new products
and product enhancements by the Company or its competitors, changes in customer
budgets, competitive conditions in the industry and general economic conditions.
Additionally, the sale of the Company's products generally involves a
significant commitment of capital by its customers and may be delayed due to
time consuming authorization procedures within an organization. Other factors
affecting the Company's operating results include INSCI's ability to design and
introduce on a timely basis new products which compete effectively on the basis
of price and performance and which address customer requirements, product
obsolescence, technological changes, competition and competitive pressures on
price, the ability to hire and retain qualified personnel and general economic
conditions affecting the investment by potential customers in peripheral
computer devices. There is no assurance that the company can maintain or
increase its sales volume going forward or that it will be able to achieve a
profit in the marketing of its products.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
Exhibit 27, Summary Financial Information
(B) REPORTS ON FORM 8-K.
A report of Form 8-K, dated April 14, 1997, was filed by the
Company on April 18, 1997 regarding the purchase of assets of
Philippines Business Automation Systems, Inc.
A report of Form 8-K, dated April 14, 1997, was filed by the
Company on April 18, 1997 regarding the acquisition of certain
assets of Action Computer Supplies Holdings PLC and DSI Data
Systems International, Ltd.
A report of Form 8-K, dated June 4, 1997, was filed by the
Company on June 18, 1997 regarding the appointment of two new
Directors to the Company.
<PAGE>
SIGNATURE
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.
INSCI CORP.
Date: August 13, 1997 By: /S/ ROGER C. KUHN
------------------------------------
Roger C. Kuhn
Vice President and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FIRST QUARTER 10-QSB FOR INSCI'S 1998 FISCAL YEAR
</LEGEND>
<CIK> 0000878612
<NAME> m7rpwrt@
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