<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: September 30, 2000
[ ] 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-statements.com, 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 November 7, 2000
------------------- ----------------------------
Common stock, par value $.01 15,884,129
Transitional Small Business Disclosure Format (check one)
Yes No X
--- ---
<PAGE>
insci-statements.com, corp.
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of September 30, 2000 3
Consolidated Statements of Operations for the Three Months
and Six Months Ended September 30, 2000 and 1999 4
Consolidated Statements of Cash Flows for the Six Months
Ended September 30, 2000 and 1999 5
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Change in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
<PAGE>
PART I FINANCIAL INFORMATION:
insci-statements.com, corp.
CONSOLIDATED BALANCE SHEET
(in thousands)
(unaudited)
SEPTEMBER 30,
2000
-------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,069
Accounts receivable, net 2,335
Inventory 166
Prepaid expenses and other 265
-------
Total current assets 3,835
Property & equipment, net 1,010
Deposits 124
Other assets 714
-------
Total assets $ 5,683
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit $ 832
Accounts payable 2,067
Accrued expenses:
Compensation 1,283
Vacation 288
Other 1,145
Other current liabilities 404
Current portion of capital lease obligations 414
Deferred revenue 1,772
-------
Total current liabilities 8,205
-------
Capital lease obligations, net of current portion 188
Other liabilities 165
Stockholders' equity :
Preferred stock 7
Common stock 159
Additional paid-in capital 46,614
Deferred compensation (216)
Accumulated deficit (49,387)
Cumulative translation adjustment (52)
-------
Total stockholders' deficit (2,875)
-------
Total liabilities and stockholders' deficit $ 5,683
=======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
insci-statements.com, corp
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue
Product $ 972 $ 2,013 $ 2,232 $ 2,923
Services 1,534 1,857 3,153 3,402
-------- -------- -------- --------
Total revenue 2,506 3,870 5,385 6,325
-------- -------- -------- --------
Cost of revenue
Product 235 637 525 990
Services 941 641 1,838 1,358
-------- -------- -------- --------
Total cost of revenue 1,176 1,278 2,363 2,348
-------- -------- -------- --------
Gross margin 1,330 2,592 3,022 3,977
-------- -------- -------- --------
Expenses
Sales and marketing 939 1,091 2,015 1,941
Product development 1,937 694 3,754 1,382
General and administrative 1,181 1,106 2,348 2,295
Non-recurring expenses:
Restructuring charge 8,516 -- 8,516 --
-------- -------- -------- --------
Total expenses 12,573 2,891 16,633 5,618
-------- -------- -------- --------
Loss from operations (11,243) (299) (13,611) (1,641)
-------- -------- -------- --------
Other income (expense)
Interest income (expense), net 7 (12) 7 (51)
Other 14 (1) 11 1
-------- -------- -------- --------
Total other income (expense) 21 (13) 18 (50)
-------- -------- -------- --------
Net loss (11,222) (312) (13,593) (1,691)
Preferred stock dividends (70) (143) (138) (303)
-------- -------- -------- --------
Net loss applicable to common shares $(11,292) $ (455) $(13,731) $ (1,994)
======== ======== ======== ========
Net loss per common share - basic and diluted $ (0.72) $ (0.05) $ (0.93) $ (0.23)
======== ======== ======== ========
Weighted average common shares outstanding -
basic and diluted 15,591 9,251 14,799 8,679
======== ======== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
insci-statements.com, corp
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
SIX MONTHS ENDED
SEPTEMBER 30,
2000 1999
-------- --------
Cash flows from operating activities:
Net loss $(13,593) $ (1,691)
Reconciliation of net loss to net cash
used in operating activities:
Depreciation and amortization 879 247
Restructuring charge 8,516 --
Amortization of deferred software costs -- 597
Non cash stock compensation (137) 697
Changes in assets and liabilities:
Accounts receivable 353 (1,267)
Inventory (44) --
Prepaid expenses and other current assets (230) (65)
Deposits 120 --
Other assets 15 (153)
Accounts payable 604 (466)
Accrued and other liabilities (149) 397
Deferred maintenance revenue 626 78
-------- --------
Net cash used in operating activities (3,040) (1,626)
-------- --------
Cash flows from investing activities:
Additions to capitalized software development costs -- (339)
Additions to purchased software costs -- (428)
Capital expenditures (399) (260)
Cash acquired upon purchase of Lognet, net of
acquisition costs 2,845 --
-------- --------
Net cash used in investing activities 2,446 (1,027)
-------- --------
Cash flows from financing activities:
Net repayments on bank line of credit (116) (50)
Repayments of capital lease obligations (216) --
Proceeds from convertible loans -- 151
Proceeds from issuance of common stock -- 1,949
Proceeds from exercise of options of common stock 136 --
-------- --------
Net cash (used in) provided by financing activities (196) 2,050
-------- --------
Effect of exchange rate changes on cash (52) --
Net change in cash and cash equivalents (842) (603)
Cash and cash equivalents at beginning of period 1,911 1,892
-------- --------
Cash and cash equivalents at end of period $ 1,069 $ 1,289
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 69 $ 72
Cash paid for income taxes $ -- $ --
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
insci-statements.com, corp
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING AND INVESTING ACTIVITIES:
During the six months ended September 30, 2000 and September 30, 1999, the
Company issued 328,322 and 944,084 shares, respectively, of its common stock for
the conversion of its 8% and 10% convertible preferred stocks.
During the six months ended September 30, 2000 and September 30, 1999, the
Company issued 46,024 and 80,570 shares, respectively, of its 8% convertible
redeemable preferred stock in payment of the dividends due on this stock.
During the six months ended September 30, 2000, the Company issued
2,500,000 restricted shares of its common stock to acquire all of the common
shares of Lognet 2000, Inc.
During the six months ended September 30, 2000 and 1999, the Company
acquired property and equipment under capital leases with values of $26,000 and
$10,000, respectively.
During the six months ended September 30, 2000 and 1999, the Company
acquired software program rights in exchange for 40,000 shares and 125,000
shares, respectively, of its common stock.
<PAGE>
insci-statements.com, corp.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The financial statements included in this report have been prepared by
insci-statements.com, 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, we believe that the disclosures contained herein are
adequate to make the information presented not misleading. The financial
statements should be read in conjunction with the:
1. Supplemental pro forma financial statements and notes thereto for the
fiscal year ended March 31, 2000 included in the Company's 8-K/A filing on
August 7, 2000.
2. Financial statements and notes thereto included in the Company's annual
report on Form 10-KSB, filed on June 29, 2000, for the fiscal year ended
March 31, 2000, and
3. The Company's definitive proxy statement for its 2000 Annual Meeting of
Stockholders filed with the Commission on July 27, 2000.
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 September 30, 2000 and the results of operations for the
six months ended September 30, 2000 and 1999, and cash flows for the six months
ended September 30, 2000 and 1999.
The accompanying consolidated financial statements give effect to insci's
acquisition of Lognet 2000, Inc. ("Lognet") on May 24, 2000, which has been
accounted for by the purchase method of accounting. Accordingly, operating
results for the six months ended September 30, 2000 and the Statements of Cash
Flows for the six months ended September 30, 2000 include the results of Lognet
subsequent to the date of acquisition.
Additionally, the accompanying consolidated financial statements give
retroactive effect to insci's acquisition of Internet Broadcasting Company, Inc.
("IBC") on December 10, 1999, which has been accounted for as a pooling of
interests. Accordingly, operating results for the six months ended September 30,
1999 and the statement of cash flows for the six months ended September 30, 1999
include the combined actual historical results of IBC and insci. IBC had
incurred losses prior to its acquisition by insci. These losses are included in
the consolidated statements of operations.
The accompanying financial statements also include the operations of insci
and its wholly-owned subsidiaries, InfiniteSpace.com, Corp. ("InfiniteSpace")
located in Westborough, MA, and INSCI (UK) Limited, a product development center
located in the United Kingdom. The INSCI (UK) Limited subsidiary is not
financially significant to the consolidated results of the Company. All
significant intercompany transactions and balances have been eliminated in the
preparation of these financial statements.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
LOSS PER SHARE
Basic net loss per common share is computed by dividing net loss
applicable to common shares by the weighted average number of common shares
outstanding during the period. Diluted net loss per share is the same as basic
net loss per share since the inclusion of stock options, warrants and
convertible securities would be antidilutive. For the six months ended September
30, 2000 and September 30, 1999, 7,145,153 and 9,755,863 stock options,
warrants and convertible securities were excluded because their effect would be
antidilutive.
ISSUANCE OF COMMON STOCK
On May 24, 2000, 2,500,000 restricted shares of common stock were issued
in exchange for all of the common stock of Lognet 2000, Inc.
During the six months ended September 30, 2000, options were exercised to
purchase 81,100 shares of common stock for $136,000. Additionally, 302,042
shares of preferred stock were converted into 328,322 shares of common stock.
CONTINGENCIES
None
CREDIT FACILITY
On September 27, 2000 we executed a one-year accounts receivable financing
Agreement ("Agreement") with Silicon Valley Bank ("SVB"). The terms of this
Agreement provide for the purchase of up to $1,500,000 of our eligible accounts
receivables at an advance rate not to exceed 80% of the these receivables. The
rate of interest to be paid to SVB is prime plus 3%, plus a handling fee of
0.75% of average monthly advances outstanding. Collateral for this Agreement was
secured by a lien of all of the Company's assets. The Agreement has covenants
that require the Company to close on $1,500,000 of funding by November 30, 2000
and to maintain minimum liquidity of $750,000 per month.
RESTRUCTURING CHARGE
As a result of our strategic redirection, we have discontinued
InfiniteSpace, reduced operating expenses and written-off the IBC and Lognet
2000 acquisitions. These write-offs and the costs of closing InfiniteSpace,
along with other costs associated with the realignment of the Company's
strategy, have been charged to the operating results for the quarter ended
September 30, 2000. The major components of this restructuring charge are as
follows:
1. Write-off of $6,048,000 for Lognet 2000 goodwill, which was accounted for
under the purchase method of accounting for business combination.
2. Provision in the amount of $2,468,000 for restructuring which reflects
future severance payments and other expenses associated with the shut down
of InfiniteSpace and its data center.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
During the second half of our last fiscal year, ending March 31, 2000 we
established InfiniteSpace.com, Corp ("InfiniteSpace"), a business-to-business,
electronic statement presentment application service provider (ASP), as a
separate wholly-owned subsidiary. The focus of InfiniteSpace has been to provide
electronic statement presentment services to the financial services industry. We
subsequently completed two acquisitions to add to the resources of
InfiniteSpace, the Internet Broadcasting Company (IBC) and Lognet 2000. The
operating results of these acquisitions are included in the operating results of
InfiniteSpace.
Our operating plan for InfiniteSpace was based upon the Company raising
additional equity financing to fund our ASP strategy. Because we have not been
able to secure additional equity financing required to continue InfiniteSpace,
we have discontinued this business strategy although we still plan to be in the
ASP business. We believe we can continue to work in the ASP segment without the
investment requirements of creating our own data centers and related
infrastructure. We will also continue to focus on our traditional business of
providing the ESP+ Solutions Suite(TM) and professional services to customers
requiring on-site solutions.
As a result of our strategic redirection, we have discontinued
InfiniteSpace operations, reduced operating expenses and written-off the IBC and
Lognet 2000 acquisitions. These write-offs and the costs of closing
InfiniteSpace, along with other costs associated with the realignment of the
Company's strategy, have been charged to the operating results for the second
fiscal quarter ended September 30, resulting in a substantial loss for the
quarter. In conjunction with our revised strategy, we anticipate completing
arrangements for $2 million in convertible debt financing from Selway Partners,
LLC and CIP Capital, L.P. which we believe provides sufficient financial
resources to meet our foreseeable working capital needs. As of November 7, 2000,
$500,000 of this debt financing has been funded to us.
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:
SEGMENTS AS PERCENT OF TOTAL REVENUE
-----------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---- ---- ---- ----
Revenue % % % %
---- ---- ---- ----
Product 39 52 41 46
Services 61 48 59 54
---- ---- ---- ----
Total revenue 100 100 100 100
Cost of revenue
Product 8 16 10 16
Services 38 17 34 21
---- ---- ---- ----
Total cost of revenue 46 33 44 37
---- ---- ---- ----
Gross margin 54 67 56 63
Expenses
Sales and marketing 37 28 37 31
Product development 77 18 70 22
General and administrative 47 29 44 36
Non-recurring expenses:
Restructuring charge 340 -- 158 --
---- ---- ---- ----
Total expenses 501 75 309 89
---- ---- ---- ----
Income (loss) from operations (447) (8) (253) (26)
Other expense, net (1) -- 1 (1)
---- ---- ---- ----
Net income (loss) (448) (8) (252) (27)
==== ==== ==== ====
THREE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1999:
REVENUE
We develop, sell, install and support electronic document repository
software with integrated internet, imaging, workflow, print-on-demand,
electronic distribution for the enterprise level (high volume production)
market. 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. We sell our products through a combination of a direct sales
force and indirectly through VARs, distributors and sales alliances with
companies including Unisys Corporation, Xerox Corporation and Moore Corporation.
Revenue is net of discounts and allowances given to third party VARs and
distributors.
Revenues for the three months ended September 30, 2000 (the "current
period") totaled $2,506,000 and decreased by 35% compared to revenues of
$3,870,000 for the three months ended September 30, 1999.
Product revenue was $972,000 for the current period and decreased by 49%
compared to product revenue of $2,013,000 for the same period last year.
Services revenue totaled $1,534,000 for the current period and decreased by 17%
compared to $1,857,000 for the same period last year. Decreases in both product
and services revenues reflect the impact of diverting selling efforts to
InfiniteSpace activities during the quarter. Revenues for InfiniteSpace were not
material for the periods reported.
For the quarter ended September 30, 2000, we received in excess of ten
percent of our total revenues from Unisys Corporation, one of our strategic
sales partners. A decline in revenues from this sales partner in future quarters
could materially effect the revenues and operating results of the Company.
GROSS MARGIN AND COST OF REVENUE
Gross margin for the three months ended September 30, 2000 was $1,330,000
and decreased 48%, compared to gross margin of $2,592,000 for the same period
last year. Gross margin as a percent of revenues was 54% for the current period,
compared to 67% for the same period last year. This decrease is primarily the
result of the decrease in product revenues, which have higher gross margins than
services revenues.
SALES AND MARKETING
Sales and marketing expenses for the three months ended September 30, 2000
were $939,000 and decreased by 14%, compared to expenses of $1,091,000 for the
period ended September 30, 1999. This decrease relates to lower sales
commissions based on sales volume in the current quarter. We anticipate that due
to the discontinuation of InfiniteSpace, sales and marketing expenses will
decrease over the next two quarters.
PRODUCT DEVELOPMENT
Product development expenses for the three months ended September 30, 2000
were $1,937,000 and increased by 179% compared to $694,000 for the same period
last year. Expenditures for the September 2000 period reflect product
development expenses for InfiniteSpace in the amount of $754,000 resulting from
our acquisitions of IBC in December 1999 and Lognet in May 2000. Due to the
discontinuation of InfiniteSpace, product development expenses are anticipated
to decrease over the next two quarters.
GENERAL AND ADMINISTRATIVE
General and administrative expenses were $1,181,000 for the three months
ended September 30, 2000 and increased by 7%, compared to $1,106,000 for the
same period last year, reflecting administrative infrastructure additions to
InfiniteSpace. Due to the discontinuation of InfiniteSpace, general and
administrative expenses are expected to decrease over the next two quarters.
RESTRUCTURING CHARGE
As a result of our strategic redirection, we have discontinued
InfiniteSpace, reduced operating expenses and written-off the IBC and Lognet
2000 acquisitions. These write-offs and the costs of closing InfiniteSpace,
along with other costs associated with the realignment of the Company's
strategy, have been charged to the operating results for the quarter ended
September 30, 2000. The major components of this restructuring charge are as
follows:
1. Write-off of $6,048,000 for Lognet 2000 goodwill, which was accounted for
under the purchase method of accounting for business combination.
2. Provision in the amount of $2,468,000 for restructuring which reflects
future severance payments and other expenses associated with the shut down
of InfiniteSpace and its data center.
OTHER INCOME (EXPENSE)
Other income (expense) for the three months ended September 30, 2000 was
$21,000 compared to other expense of $13,000 for the same period last year.
Other expense for last year's period includes $20,000 of interest expense for
IBC.
NET LOSS
Net loss for the three months ended September 30, 2000 was $11,222,000
compared to a net loss of $312,000 for the same period last year. The major
segments of the current quarter's loss are:
insci net loss $ 1,219,000
InfiniteSpace net loss $ 1,487,000
Restructure charge $ 8,516,000
-----------
Total $11,222,000
SIX MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO THE SIX MONTHS ENDED
SEPTEMBER 30, 1999:
REVENUE
Revenues for the six months ended September 30, 2000 (the "current
period") totaled $5,385,000 and decreased by 14%, compared to revenues of
$6,325,000 for the six months ended September 30, 1999.
Product revenue for the six month period was $2,232,000 and decreased by
23% compared to product revenue of $2,923,000 for the same period last year.
Services revenue totaled $3,153,000 for the current period and decreased by 7%,
compared to $3,402,000 for the same period last year. Decreases in both product
and services revenues reflect the impact of diverting selling efforts to
InfiniteSpace activities during the current period. Revenues for InfiniteSpace
were not material for the periods reported.
For the six months ended September 30, 2000 we received in excess of ten
percent each of our total revenues from Xerox Corporation and Unisys
Corporation, two of our strategic sales partners. A decline in revenues from
these sales partners in future quarters could materially effect the revenues and
operating results of the Company.
GROSS MARGIN AND COST OF REVENUE
Gross margin for the six months ended September 30, 2000 was $3,022,000
and decreased 24% compared to gross margin of $3,977,000 for the same period
last year. Gross margin as a percent of revenues was 57% for the current period
compared to 63% for the same period last year. This decrease is primarily the
result of the decrease in product revenues, which have higher gross margins than
services revenues.
SALES AND MARKETING
Sales and marketing expenses for the six months ended September 30, 2000
were $2,015,000 and increased by 4%, compared to expenses of $1,941,000 for the
same period last year. This increase reflects current period increase of
expenses for InfiniteSpace. Due to the discontinuation of InfiniteSpace, sales
and marketing expenses are expected to decrease over the next two quarters.
PRODUCT DEVELOPMENT
Product development expenses for the six months ended September 30, 2000
were $3,754,000 and increased by 172% compared to $1,382,000 for the same period
last year. Expenditures for the September 2000 period reflect product
development expenses for InfiniteSpace in the amount of $1,435,000 resulting
from our acquisitions of IBC and Lognet. Due to the discontinuation of
InfiniteSpace, product development expenses are expected to decrease over the
next two quarters.
GENERAL AND ADMINISTRATIVE
General and administrative expenses were $2,348,000 for the six months
ended September 30, 2000 and increased by 2%, compared to $2,295,000 for the
same period last year, reflecting administrative infrastructure additions to
InfiniteSpace. Due to the discontinuation of InfiniteSpace, general and
administrative expenses are expected to decrease over the next two quarters.
RESTRUCTURING CHARGE
The restructuring charge was made during the quarter ended September 30,
2000. Refer to prior discussion of the quarter operating results.
OTHER INCOME (EXPENSE)
Other income (expense) for the six months ended September 30, 2000 was
$18,000 compared to other expense of $50,000 for the same period last year.
Other expense for last year's period includes $70,000 of interest expense for
IBC.
NET LOSS
Net loss for the six months ended September 30, 2000 was $13,593,000
compared to a net loss of $1,641,000 for the same period last year. The major
segments of the loss for the six months ended September 30, 2000 are:
insci net loss $ (1,763,000)
InfiniteSpace net loss $ (3,314,000)
Restructure charge $ (8,516,000)
------------
Total $(13,593,000)
FORWARD LOOKING COMMENTS
We believe that opportunities for future revenue growth to increase future
revenues and achieve profitability are best served by addressing the rapidly
expanding market for Internet based statement/bill presentment services,
digital document repository and electronic commerce. We are addressing this
market by continuing to license software and provide services for on-site
solutions combined with providing ASP enabling technology to customers running
their own data centers. We have restructured our business to eliminate the large
cash expenditures of running our own data center and a separate subsidiary, thus
enabling us to reduce operating expenses and cash requirements. We are not able
to predict, however, when and to what degree future revenue increases from our
Internet based products may occur. In addition, the long sales cycle associated
with our products and market, combined with the large dollar value of many
customer orders, which may or may not be received in a given quarter, can result
in quarter-to-quarter revenue volatility.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company had $1,069,000 of cash and working
deficit of $4,370,000 in comparison to $1,289,000 of cash and working capital of
$1,265,000 as of September 30, 1999. Accounts receivable were $2,335,000 of
September 30, 2000 compared to receivables of $4,292,000 as of September 30,
1999.
The Company's cash flows are summarized below for the periods indicated: (in
thousands)
SIX MONTHS ENDED SEPTEMBER 30,
2000 1999
---- ----
Cash provided by (used in)
Operating activities $(3,040) $(1,626)
Investing activities
2,446 (1,027)
Financing activities (196) 2,050
------- -------
Increase(decrease) in cash and cash equivalents $ (842) $ (603)
------- -------
Cash and cash equivalents at end of period $ 1,069 $ 1,289
On September 27, 2000 we executed a one-year accounts receivable financing
Agreement ("Agreement") with Silicon Valley Bank ("SVB"). The terms of this
Agreement provide for the purchase of up to $1,500,000 of our eligible accounts
receivables at an advance rate not to exceed 80% of the these receivables. The
rate of interest to be paid to SVB is prime plus 3% , plus a handling fee of
0.75% of average monthly advances outstanding. Collateral for this Agreement was
secured by a lien of all of the Company's assets. The Agreement has covenants
that require the Company to secure a minimum of $1,500,000 of funding by
November 15, 2000 and to maintain minimum liquidity of $750,000 per month. We
had borrowings outstanding against this credit facility the amount of $151,260
at September 30, 2000.
We have signed a term sheet to secure an additional $2 million in
convertible debt financing and are currently in the process of finalizing the
terms of this financing. Upon execution of final documentation, we will disclose
the specific terms of this financing. This financing may result in dilution to
our stockholders. Until final documentation is executed, there can be no
assurances that we will complete this financing or be successful in obtaining
funds from any other sources. We believe that this financing in addition to our
accounts receivable financing, combined with the discontinuation of
InfiniteSpace and the other expense reductions we have made provides sufficient
financial resources to meet our foreseeable working capital needs. If additional
funds are not available, we will be required to modify execution of our business
plan. As of November 7, 2000, $500,000 of this debt financing has been funded to
us.
"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
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. While we believe that our strategic plan is on
target and the business outlook remains strong, several important factors, many
of which are beyond our control, have been identified which could cause results
to differ materially from historical, planned, implied or predicted results.
While we have achieved an operating income in some past quarters, we
historically have been unable to generate sales volumes necessary to achieve
profitability on a sustained basis. We have 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 our Common Stock.
Quarterly revenues and results of operations may fluctuate as the result
of a variety of factors, including the lengthy sales cycle for our products, the
proportion of revenues attributable to software license fees versus services,
the amount of revenue generated by alliances with other companies selling our
products, demand for our products, the size and timing of individual license
transactions, the introduction of new products and product enhancements by us or
our competitors, changes in customer budgets, competitive conditions in the
industry and general economic conditions. Additionally, the sale of our products
generally involves a significant commitment of capital by our customers and may
be delayed due to time consuming authorization procedures within an
organization. Other factors affecting our operating results include our 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 we can maintain or
increase our sales volume going forward or that we will be able to achieve a
profit in the marketing of our products.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the best of the Company's knowledge, there are no material legal
proceedings pending against the Company or any of its property, nor was any such
proceeding terminated during the six months ended September 30, 2000.
ITEM 2. CHANGE IN SECURITIES
This item is not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
This item is not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
This item is not applicable.
ITEM 5. OTHER INFORMATION
The Company has announced that it has named Lori R. Frank, President and
Chief Executive Officer effective November 7, 2000. E. Ted Prince resigned as
Chairman and CEO and is remaining a director. Additionally, the Company has
announced that effective November 7, 2000, Yoav M. Cohen, Chief Operating
Officer of Selway Partners, LLC, a shareholder of the Company, has been
appointed to the Board and will become its Chairperson. In addition to Mr.
Cohen's appointment, the Company also announced that Mr. Glenn W. Sturm the
Corporate Chairman and Managing Partner of the Securities Practice at Nelson
Mullins Riley & Scarborough, LLP and Mr. Bahram Yusefzadeh, founder and Chief
Executive Officer of Phoenix International have been appointed to the Board of
Directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
Exhibit 27, Financial Data Schedule
(B) REPORTS ON FORM 8-K.
A report on Form 8-K dated August 31, 2000 was filed on September
14, 2000 regarding the appointment of Ms. Susan Bergin as Chief
Accounting Officer of the Company and the retirement of Mr. Roger
Kuhn as Chief Financial Officer.
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-statements.com, corp
Date: November 14, 2000 By: /S/ E. Ted Prince
------------------------------------
E. Ted Prince
Director by special resolution
of the board
