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 September 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 October 20, 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>
SEPTEMBER 30, DECEMBER 31,
2000 1999
UNAUDITED AUDITED
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents .............................................................. $ 84,767 $ 212,435
Certificate of deposit-restricted (Note 3) ............................................. 158,000
Accounts receivable, less allowance for doubtful accounts of $100,000 on September 30,
2000 and December 31, 1999 ............................................................ 3,846,271 2,894,495
Other receivables ...................................................................... 98,084 22,114
Inventories (Note 7) ................................................................... 4,091,880 3,707,528
Deferred income taxes .................................................................. 329,000 220,000
Prepaid expenses ....................................................................... 96,140 71,253
------------ ------------
Total current assets .................................................................. 8,546,142 7,285,825
Property and equipment
Office and computer equipment .......................................................... 743,563 673,749
Machinery and equipment ................................................................ 329,377 325,468
Tooling ................................................................................ 754,072 703,541
Leasehold improvements ................................................................. 59,100 52,446
------------ ------------
Total equipment ........................................................................ 1,886,112 1,755,204
Less accumulated depreciation ....................................................... 1,197,069 921,523
------------ ------------
Net property and equipment .......................................................... 689,043 833,681
Other assets
Investment ............................................................................. 150,000
Patents, net ........................................................................... 129,340 150,769
Other intangibles, net ................................................................. 1,840,799 1,986,480
------------ ------------
Total other assets .................................................................. 2,120,139 2,137,249
Total assets ........................................................................ $ 11,355,324 $ 10,256,755
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ....................................................................... $ 1,630,189 $ 1,446,930
Bank line of credit (Note 5) ........................................................... 1,809,526 670,605
Note payable - non compete (Note 6) .................................................... 750,000
Unearned maintenance contracts ......................................................... 403,807 520,660
Current maturities of long-term debt ................................................... 35,854 35,854
Customer deposits and other liabilities ................................................ 225,917 22,248
Accrued compensation ................................................................... 215,818 411,493
Reserves and other ..................................................................... 129,872 241,578
------------ ------------
Total current liabilities ............................................................. 4,450,983 4,099,368
Long-term liabilities
Long-term debt, net of current maturities .............................................. 72,678 98,418
Unearned maintenance contracts, net of current maturities .............................. 141,508 108,240
------------ ------------
Total long-term liabilities ............................................................ 214,186 206,658
Stock holders' equity
Common stock, $.01 par value; Authorized 20,000,000 shares issued and outstanding,
5,750,440 shares at September 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 .................................................................... (982,541) (1,600,462)
------------ ------------
Total stockholders' equity ............................................................ 6,690,155 5,950,729
------------ ------------
Total liabilities and stockholders' equity .......................................... $ 11,355,324 $ 10,256,755
============ ============
</TABLE>
Page 2
<PAGE>
INTERIM CONDENSED STATEMENT OF OPERATIONS - UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September 30 September 30
------------- ------------
2000 1999 2000 1999
---- ----- ---- ----
<S> <C> <C> <C> <C>
Sales ........................................... $ 5,625,211 $ 4,276,564 $ 15,523,229 $ 8,011,764
Cost of goods sold .............................. 3,672,589 2,376,764 9,905,960 4,686,600
------------ ------------ ------------ ------------
Gross profit .................................... 1,952,622 1,899,800 5,617,269 3,325,164
Selling, general and administrative expenses .... 1,701,873 1,534,690 4,983,875 2,877,856
------------ ------------ ------------ ------------
Operating Income ................................ 250,749 365,110 633,394 447,308
Other income (expense) .......................... (42,873) (9,015) (106,044) 24,026
Income tax benefit .............................. 109,000 0 90,572 25,000
------------ ------------ ------------ ------------
Net Income ...................................... $ 316,876 $ 356,095 $ 617,922 $ 496,334
============ ============ ============ ============
Basic earnings per common share ................. $ 0.06 $ 0.06 $ 0.11 $ 0.09
Basic Shares outstanding ........................ 5,750,440 5,675,440 5,750,440 5,675,440
Diluted earnings per common share ............... $ 0.05 $ 0.06 $ 0.10 $ 0.09
Diluted shares outstanding ...................... 6,062,720 5,753,735 6,062,720 5,753,735
</TABLE>
INTERIM CONDENSED STATEMENTS OF CASH FLOWS- UNAUDITED
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
SEPTEMBER 30
------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operations:
Net cash from operations ......................... $ (489,446) $ 135,842
Cash flows from investing:
Capital expenditures ............................. (130,908) (379,166)
Business combinations ............................ (1,057,103)
Cash received in acquisition ..................... 304,847
Sale of certificate of deposit ................... 158,000
Investment in Medcam Technology, Inc. ............ (150,000)
------------ ------------
Net cash used for investing ...................... (122,908) (1,131,422)
Cash flows from financing:
Issuance of common stock and warrants ............ 121,505 50,100
Borrowings on bank line of credit, net ........... 1,138,921 (6,032)
Payments on capital leases ....................... (25,740) 115,784
Payment on non-compete ........................... (750,000)
Term note payable ................................ (9,014)
Repurchase of common stock and warrants .......... (64,391)
------------ ------------
Net cash used for financing .................... 484,686 86,447
------------ ------------
Net decrease in cash and cash equivalents ........... (127,668) (909,133)
Cash and cash equivalents at beginning of period .... 212,435 1,514,561
------------ ------------
Cash and cash equivalents at end of period .......... $ 84,767 $ 605,428
============ ============
</TABLE>
Page 3
<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. The Company expects that this standard will not materially affect its
financial position and results of operations.
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 NINE MONTHS ENDING
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares outstanding for
Basic earnings per share 5,750,440 5,675,440 5,750,440 5,675,440
Effect of dilutive securities:
Stock Options and Warrants 312,280 78,295 312,280 78,295
--------- --------- --------- ---------
Shares used in diluted earnings per share 6,062,720 5,753,735 6,062,720 5,753,735
========= ========= ========= =========
</TABLE>
NOTE 3. CERTIFICATES OF DEPOSIT
In April, 2000 the restricted certificate of deposit was released and
the irrevocable letter of credit was cancelled.
NOTE 4. INCOME TAXES
At September 30, 2000, the Company had federal operating loss
carryforwards from tax losses previously incurred as well as general business
and alternative minimum tax credit carryforwards that expire in 2008 through
2018. Management previously established a valuation allowance with respect to
these tax loss carryforwards and other temporary differences, as management had
determined that it was more likely than not that the tax benefits of these tax
assets might not be realized. At September 30, 2000, the valuation allowance was
$512,000.
Page 4
<PAGE>
As a result of the current earnings through the nine months ended
September 30, 2000 and estimated earnings in the fourth quarter of fiscal 2000,
the Company recognized a $403,000 charge for income taxes. Additionally, at
September 30, 2000, based on a review of the various financial factors,
management determined that it is more likely than not that most of the remaining
deferred assets would be realized. Accordingly, the valuation allowance was
reduced by $512,000, resulting in a net income tax benefit of $109,000 for the
three and nine months ended September 30, 2000, which is reported in the
statements of income.
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 September 30, 2000 the interest rate was 11%. At September 30, 2000, the
Company was in compliance with all financial ratios required by the note.
NOTE 6. 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 7. INVENTORY
<TABLE>
<CAPTION>
Inventories consisted of the following on: SEPTEMBER 30, 2000 DECEMBER 31, 1999
<S> <C> <C>
Materials $ 958,416 1,091,450
Work-in-process 388,987
Finished goods, including demonstration units 2,744,477 2,616,078
---------- ----------
$4,091,880 3,707,528
========== ==========
</TABLE>
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.
Sales for the quarter ended September 30, 2000 were $5,625,211 compared
to $4,276,564 for the third quarter of 1999, an increase of 32%. This increase
is attributed to an increase in revenues in the Company's international and
videoconferencing markets, revenues derived from new products and a full quarter
of revenues generated from the acquisition of Acoustic Communication Systems,
which was acquired in August 1999. Sales for the nine-month period ending
September 30, 2000 were $15,523,229 compared to $8,011,764 for the same period
ending September 30, 1999. This increase is mainly attributed to the recognition
of revenues for the acquired Acoustic Communication Systems for the full nine
month period ending September 30, 2000 compared to only two months of the same
period for 1999.
Page 5
<PAGE>
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 third quarter of 2000 was $1,952,622 or 35% as compared to $1,899,800
or 44% for the third quarter of 1999. This gross margin decrease is a result of
lower margin OEM and distributor customer sales along with higher material costs
due to warranty of service and maintenance contracts. The Company's gross margin
on sales during the first nine months of 2000 were $5,617,269 or 36% compared to
$3,325,164 or 42% for the same period in 1999. This gross margin decrease is a
result of a key service customer installation with less than projected profit
margins, lower margin OEM and distributor customer sales along with higher
material costs due to warranty of service and maintenance contracts. 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
$1,534,690 in the third quarter of 1999 to $1,701,873 in the third 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 expansion of
the Company's out-state offices. Selling, general and administrative expenses
for the nine-month period ending September 30, 2000 were $4,983,875 compared to
$2,877,856 for the same period in 1999. This increase is mainly attributed to
the recognition of expenses for the acquired Acoustic Communication Systems for
the full nine-month period ending September 30, 2000 compared to only two months
of the same period for 1999.
Operating income for the third quarter of 2000 was $250,749 compared to
operating income of $365,110 for the same period in 1999. This decrease in
operating income is a result of the above mentioned decrease in gross margin
combined with the increase in selling, general and administrative expenses.
Operating income for the nine-month period ending September 30, 2000 was
$633,394 compared to $447,308 for the same period in 1999. Earnings before
interest, taxes, depreciation and amortization (EBITDA) was $403,821 in the
third quarter and $1,076,050 for the nine-month period ending September 30,
2000.
Other expenses for the third quarter and nine-month period consist of
interest expense on the Company's line of credit. Other income for the
nine-month period in 1999 consisted of interest income.
Net income for the third quarter of 2000 was $316,876 compared to net
income of $356,095 for the third quarter of 1999. During the quarter an income
tax benefit of $109,000 was recognized related to the reversal of previously
established valuation allowances on net operating loss carryforwards. Net income
for the nine-month period ending September 30, 2000 was $617,922 compared to
$496,334 for the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used for operating activities totaled $489,446 for the nine
months ended September 30, 2000 compared to cash provided by operating
activities of $135,842 for the nine months ended September 30, 1999.
Net cash used for investing activities totaled $122,908 for the nine
months ended September 30, 2000 compared to cash used for investing activities
of $1,131,422 for the nine months ended September 30, 1999.
Net cash provided by financing activities in the first nine months of
2000 was $484,686 compared to the cash provided by financing activities in the
first nine months of 1999 was $86,447. The increase in net cash provided by
financing activities is attributable to the increase in the borrowings of the
line of credit of approximately $1,139,000 partially offset by $750,000 of cash
used to pay the note payable to Mr. Sheeley.
Page 6
<PAGE>
During the first nine 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. Approximately 800,000 shares are available for
repurchase at September 30, 2000 under these authorizations.
Working capital, which consists principally of cash, receivables and
inventories, was $4,095,159 at September 30, 2000 and $3,186,457 at December 31,
1999. The ratio of current assets to current liabilities was 1.9:1 at September
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
None
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: November 14, 2000 By: /s/ James Hansen
------------------- -----------------
James W. Hansen
President, CEO, Treasurer and Chairman
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