U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _____________ to _____________
Commission file number 0-23858
E.MERGENT, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 41-1726281
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5960 Golden Hills Drive
Golden Valley, MN 55416
(Address of principal executive offices)
(763) 542-0061
(Issuer's telephone number)
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 ___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of July 25, 2000: 5,750,440
Transitional Small Business Disclosure Format (check one): Yes ___ No _X_
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E.MERGENT, INC.
INTERIM CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
UNAUDITED AUDITED
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents ............................................................ $ 27,488 $ 212,435
Certificate of deposit-restricted (Note 3) ........................................... 158,000
Accounts receivable, less allowance for doubtful accounts of $100,000 on June 30,
2000 and December 31, 1999 ......................................................... 2,995,525 2,894,495
Other receivables .................................................................... 112,625 22,114
Inventories .......................................................................... 4,012,079 3,707,528
Deferred income taxes ................................................................ 220,000 220,000
Prepaid expenses ..................................................................... 109,336 71,253
------------ ------------
Total current assets ............................................................... 7,477,053 7,285,825
Property and equipment
Office and computer equipment ........................................................ 721,252 673,749
Machinery and equipment .............................................................. 328,077 325,468
Tooling .............................................................................. 744,582 703,541
Leasehold improvements ............................................................... 59,100 52,446
------------ ------------
Total equipment ...................................................................... 1,853,011 1,755,204
Less accumulated depreciation .................................................... 1,099,700 921,523
------------ ------------
Net property and equipment ....................................................... 753,311 833,681
Other assets
Investment (Note 9) .................................................................. 150,000
Patents, net ......................................................................... 136,483 150,769
Other intangibles, net (Note 8) ...................................................... 1,889,359 1,986,480
------------ ------------
Total other assets ............................................................... 2,175,842 2,137,249
Total assets ..................................................................... $ 10,406,206 $ 10,256,755
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ..................................................................... $ 2,137,562 $ 1,446,930
Bank line of credit (Note 5) ......................................................... 878,215 670,605
Note payable - non compete (Note 7) .................................................. 750,000
Unearned maintenance contracts ....................................................... 347,212 520,660
Current maturities of long-term debt ................................................. 35,854 35,854
Customer deposits and other liabilities .............................................. 204,463 22,248
Accrued compensation ................................................................. 89,870 411,493
Reserves and other ................................................................... 157,182 241,578
------------ ------------
Total current liabilities .......................................................... 3,850,358 4,099,368
Long-term liabilities
Long-term debt, net of current maturities ............................................ 79,206 98,418
Unearned maintenance contracts, net of current maturities ............................ 103,362 108,240
------------ ------------
Total other liabilities .............................................................. 182,568 206,658
Stock holders' equity
Common stock, $.01 par value; Authorized 20,000,000 shares issued and outstanding,
5,750,440 shares at June 30, 2000 and 5,675,440 shares at December 31, 1999 .......... 57,504 56,754
Additional paid in capital ........................................................... 7,615,192 7,494,437
Accumulated deficit .................................................................. (1,299,416) (1,600,462)
------------ ------------
Total stockholders' equity ......................................................... 6,373,280 5,950,729
------------ ------------
Total liabilities and stockholders' equity ....................................... $ 10,406,206 $ 10,256,755
============ ============
</TABLE>
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INTERIM CONDENSED STATEMENT OF OPERATIONS - UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30 June 30
------- -------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales ........................................... $ 5,237,197 $ 1,879,334 $ 9,898,017 $ 3,735,199
Cost of goods sold .............................. 3,326,747 1,157,515 6,233,371 2,309,836
------------ ------------ ------------ ------------
Gross profit .................................... 1,910,450 721,819 3,664,646 1,425,363
Selling, general and administrative expenses .... 1,703,585 695,554 3,282,002 1,343,166
------------ ------------ ------------ ------------
Operating income ................................ 206,865 26,265 382,644 82,197
Other income (expense)
Interest, net ................................ (40,027) 16,690 (63,170) 33,041
------------ ------------ ------------ ------------
Total other income (expense) .................... (40,027) 16,690 (63,170) 33,041
Income benefit (expense) ........................ (18,428) 25,000 (18,428) 25,000
------------ ------------ ------------ ------------
Net income ...................................... $ 148,410 $ 67,955 $ 301,046 $ 140,238
============ ============ ============ ============
Basic earnings per common share ................. $ 0.03 $ 0.02 $ 0.05 $ 0.03
Weighted average shares outstanding ............. 5,750,440 4,505,562 5,749,190 4,505,562
Diluted earnings per common share ............... $ 0.02 $ 0.02 $ 0.05 $ 0.03
Diluted shares outstanding ...................... 6,140,401 4,589,784 6,132,002 4,589,784
</TABLE>
INTERIM CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
-------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operations:
Net cash from operations ............................... $ 344,956 $ 344,371
Cash flows from investing:
Capital expenditures ................................... (97,806) (93,597)
Sale of certificate of deposit ......................... 158,000
Investment in Medcam Technology, Inc. .................. (150,000)
------------ ------------
Net cash used for investing ............................ (89,806) (93,597)
Cash flows from financing:
Issuance of common stock and warrants .................. 121,505 42,000
Borrowings on bank line of credit, net ................. 207,610
Payments on capital leases ............................. (19,212)
Payment on non-compete ................................. (750,000)
Repurchase of common stock and warrants ................ (42,333)
------------ ------------
Net cash used for financing .......................... (440,097) (333)
------------ ------------
Net increase (decrease) in cash and cash equivalents ........ (184,947) 250,441
Cash and cash equivalents at beginning of period ............ 212,435 1,514,561
------------ ------------
Cash and cash equivalents at end of period .................. $ 27,488 $ 1,765,002
============ ============
</TABLE>
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<PAGE>
FOOTNOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The results of operations for the interim periods shown in this report
are not necessarily indicative of results to be expected for the fiscal year. In
the opinion of management, the information contained herein reflects all
adjustments (consisting only of normally recurring adjustments) necessary to
make the results of operations for the interim periods a fair statement of such
operations.
New Accounting Principles - In December 1999, the Securities and
Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 101
"Revenue Recognition in Financial Statements." SAB No. 101 summarizes certain of
the SEC staff's views in applying generally accepted accounting principles to
selected revenue recognition issues. SAB No. 101 is to be implemented by the
Company no later than the fourth quarter of 2000. Based on an initial review,
the Company does not expect it to have a significant effect on the financial
position or results of operations. In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standard
(SFAS) No. 133 "Accounting for Derivative Instruments and Hedging Activities."
The FASB subsequently issued SFAS No. 137 delaying the effective date for one
year, to fiscal years beginning after June 15, 2000. The Company will adopt this
standard no later than January 1, 2001. Although the Company expects that this
standard will not materially affect its financial position and results of
operations, it has not yet determined the impact of this standard on its
financial statements.
NOTE 2. INCOME PER COMMON SHARE
Basic earnings per share is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share is similar to the computation of basic
earnings per share, except that the denominator is increased for the assumed
exercise of dilutive options using the treasury stock method. The components of
the earnings per share are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
JUNE 30, JUNE 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares outstanding for
Basic earnings per share ............... 5,750,440 4,505,562 5,749,190 4,505,562
Effect of dilutive securities:
Stock Options and Warrants ............. 389,961 84,222 382,812 84,222
--------- --------- --------- ---------
Shares used in diluted earnings per share .... 6,140,401 4,589,784 6,132,002 4,589,784
========= ========= ========= =========
</TABLE>
NOTE 3. CERTIFICATES OF DEPOSIT
At June 30, 2000 the restricted certificate of deposit has been
released and the irrevocable letter of credit has been cancelled.
NOTE 4. INCOME TAXES
The Company has recorded a net deferred tax asset of $220,000 after a
reduction of deferred tax allowance, reflecting the benefit of approximately
$496,000 of net operating loss carryforward and other timing differences.
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<PAGE>
NOTE 5. LINE OF CREDIT
The Company has available a $2,000,000 demand revolving note, with an
asset-based lender, secured by substantially all assets, that expires in
September 2001. Interest is computed on actual days elapsed, at an annual rate
equal to 1.5% per annum in excess of the Prime Rate at Norwest Bank of
Minnesota, NA. The note requires a minimum interest rate of 9% per annum and not
less than $7,900 per month. At December 31, 1999 the interest rate was 10% and
at June 30, 2000 the interest rate was 11%. At June 30, 2000, the Company was in
compliance with certain financial ratios required by the note.
NOTE 6. ACQUISITION - ACOUSTIC COMMUNICATION SYSTEMS, INC.
On August 3, 1999, the Company closed on the acquisition of Acoustic
Communication Systems, Inc. Mr. Sheeley, the owner of Acoustic Communication
Systems, Inc. was given merger consideration of $500,000 cash and 1,209,678
common shares which equals $1,500,000 in value based on an average share price
of $1.24 of the ten trading days immediately preceding the closing of the
merger.
NOTE 7. NOTE PAYABLE - NON COMPETE
On August 3, 1999, as a part of the acquisition of Acoustic
Communication Systems, Inc., Mr. Sheeley, the owner of Acoustic Communication
Systems, Inc. was given a $750,000 note in consideration for his agreement to
not compete with the Company in any business competitive with the business of
Acoustic Communication Systems, Inc. or VideoLabs, Inc. for a period of twelve
years. The note was paid in full on April 7, 2000. Should Mr. Sheeley leave the
employment of the Company and violate the non-compete the unamortized portion of
the non-compete is immediately due and payable back to the Company.
NOTE 8. OTHER INTANGIBLES
In connection with the Acquisition of Acoustic Communication Systems,
Inc. the Company recorded goodwill in the amount of $2,067,414. For book
purposes the Company discounted the $1,500,000 value of restricted shares to
$1,122,732 because of the lack of marketability. Goodwill is being amortized
over a period of ten years. Non compete of $750,000 is being amortized over a
period of twelve years.
NOTE 9. INVESTMENT
On February 28, 2000, the Company entered into an agreement to sell
certain assets acquired in the Video Dynamics, Inc. acquisition, for $108,000
payable over three years. In addition, the remaining related employment
agreement obligations were terminated as was a $10,000 note payable.
As part of the agreement, the Company invested $150,000, for a 20%
ownership, in MedCam Technology, Inc., a new company begun by the Video
Dynamics, Inc. founders payable over 12 months. In addition, a three-year
reseller agreement was executed with MedCam Technology, Inc., which entitles the
Company to a 5% royalty on non-intercompany sales of the MedCam Pro and MedCam
Pro Plus products.
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
As provided under the Private Securities Reform Act of 1995, the
Company wishes to caution investors of the following factors which could affect
the Company's results of operations and cause such results to differ materially
from those anticipated in forward-looking statements made in this document or
elsewhere by or on behalf of the Company: sales projections, technology changes,
new competitors, reduced current cost for items in inventory, changes in
currency valuations, government regulations and ongoing litigation.
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<PAGE>
Sales for the quarter ended June 30, 2000 were $5,237,197 compared to
$1,879,334 for the second quarter of 1999, an increase of 179%. This increase is
attributed to an increase in revenues in the Company's international and
videoconferencing markets along with revenues derived from new products. The
Company's sales increased 21% for the quarter on a proforma basis considering
the acquisition of Acoustic Communication Systems, Inc.
The Company closed on the acquisition of Acoustic Communication
Systems, Inc. located in Plymouth, Minnesota on August 3, 1999. Acoustic
Communication Systems, Inc. was the leading independent provider of
collaboration solutions involving data and video conferencing in the Midwest and
one of the largest value added resellers of Picturetel and Polycom communication
equipment in the country. Acoustic was a manufacturer of several peripheral
devices (carts, speakers, furniture, microphones, etc.) for video based
solutions and had launched an E-commerce site, www.meetingroomtools.com. The
Company continues to pursue other synergistic acquisitions that could add to the
Company's core capabilities and improve earnings per share.
Gross margins of the Company are determined by deducting from sales all
materials, labor, packaging, manuals and overhead costs which are directly
attributable to the cost of manufacture and shipment of the Company's products.
Commission costs related to the sales of products are not included in cost of
goods, but are included in selling expenses. The Company's gross margin on sales
during the second quarter of 2000 was $1,910,450 or 36% as compared to $721,819
or 38% for the second quarter of 1999. This gross margin decrease is a result of
special pricing on new products introductions, OEM customer sales , and a key
service customer installation with less than projected profit margins. The
Company has a goal to maintain gross margins in the 40% range, but there is no
assurance that it will be able to do so.
Selling, general and administrative expenses include all costs of the
Company except those related directly to the manufacture of products described
above and other income and expense items below. These expenses increased from
$695,554 in the second quarter of 1999 to $1,703,585 in the second quarter of
2000. This increase is related to the Company's efforts to invest in new product
development, sales and marketing expenses related to new product launches and
the additional selling, general and administrative expenses of the newly
acquired Acoustic Communication Systems, Inc. including additional selling staff
in offices open less than one year ago.
Operating income for the second quarter of 2000 was $206,865 compared
to operating income of $26,265 for the same period in 1999. Earnings before
interest, taxes, depreciation and amortization (EBITDA) was $357,255 in the
second quarter.
Other income and expenses consist of interest income on the investment
of cash, interest expense and the gain on the sale of assets.
Net income for the second quarter of 2000 was $148,410 compared to net
income of $67,955 for the second quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaled $344,956 for the six
months ended June 30, 2000 compared to cash provided by operating activities of
$344,371 for the six months ended June 30, 1999.
Net cash used for investing activities totaled $89,806 for the six
months ended June 30, 2000 compared to cash used for investing activities of
$93,597 for the six months ended June 30, 1999.
Net cash used for financing activities in the first six months of 2000
was $440,097 compared to the cash used for financing in the first six months of
1999 was $333. The increase in net cash used for financing activities
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is attributable to the cash used to pay the note payable to Mr. Sheeley for
$750,000 offset by proceeds from the bank line of credit and from the exercising
of non-qualified options in the quarter.
During the first six months of 2000 certain option-holders exercised a
total of 75,000 options. The Company received a total of $121,505 in proceeds
from the exercise of these options.
The board of directors of the Company approved in March of 1997 a stock
buy back of 100,000 shares and in May of 1998 a stock buy back of another
100,000 shares. In November 1998, the Company's Board of Directors approved a
third stock buy back of up to 1,000,000 shares of the Company's common stock.
The Company has repurchased approximately 400,000 shares of the Company's common
stock in private and public transactions under these authorizations and retired
all shares repurchased.
Working capital and liquidity, which consists principally of cash,
receivables and inventories, was $3,626,695 at June 30, 2000 and $3,186,457 at
December 31, 1999. The ratio of current assets to current liabilities was 1.9:1
at June 30, 2000 and 1.8:1 at December 31, 1999.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601.
Exhibit 1 - Letter from Boulay, Heutmaker, Zibell & Co., PLLP in
regards to the following 8K
(b) Reports on Form 8-K
Effective July 14, 2000, the Registrant dismissed Boulay, Heutmaker,
Zibell & Company PLLP as its independent accounting firm. The termination of
Boulay, Heutmaker, Zibell & Company PLLP was approved by the Audit Committee of
the Board of Directors of the Registrant.
Boulay, Heutmaker, Zibell & Company PLLP's report on the financial
statements of the Registrant for each of the last two fiscal years neither
contained an adverse opinion or a disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the Registrants two most recent fiscal years and the interim
periods through July 14, 2000, there were no disagreements with Boulay,
Heutmaker, Zibell & Company PLLP as described in Items 304(a) (1) (iv) of
Regulation S-B.
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Accordingly, Boulay, Heutmaker, Zibell & Company PLLP has not advised
the Registrant of (i) the absence of internal controls necessary to develop
reliable financial statements, (ii) any information which would cause Boulay,
Heutmaker, Zibell & Company PLLP unable to rely on management's representations,
or that Boulay, Heutmaker, Zibell & Company PLLP was unwilling to be associated
with the financial statements prepared by management, (iii) or any need that
Boulay, Heutmaker, Zibell & Company PLLP to expand significantly the scope of
its audit, or any information that if further investigated may (a) materially
impact the fairness or reliability of either a previously issued audit report of
the underlying financial statements or any financial statements for any fiscal
period subsequent to the date of the most recent financial statements covered by
and audit report or (b) cause it to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements, or
(iv) and information that has come to the attention of Boulay, Heutmaker, Zibell
& Company PLLP that it concluded materially impacts the fairness or reliability
of either (a) a previously issued audit report or the underlying financial
statements or (b) any financial statements issued or to be issued covering any
fiscal period subsequent to the date of the most recent financial statements
covered by an audit report.
Effective August 4, 2000, the Registrant engaged Deloitte & Touche LLP
as its independent accounting firm. The Registrant has not had prior
relationships with Deloitte & Touche LLP.
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
E.MERGENT, INC.
Date: August 14, 2000 By: /s/ James Hansen
----------------- ----------------
James W. Hansen
President, CEO, Treasurer and Chairman
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