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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ TO _______
Commission File Number 0-23152
MOBINETIX SYSTEMS, INC.
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(Name of small business issuer in its charter)
DELAWARE 33-0253408
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 OAKMEAD PARKWAY, SUNNYVALE, CALIFORNIA 94086
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (408) 524-4200
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 issuer was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of issuer's common stock outstanding as of
September 30, 1996: 1,336,358
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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MOBINETIX SYSTEMS, INC.
FORM 10-QSB
TABLE OF CONTENTS
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet at September 30, 1996 3
Consolidated Statements of Operations for the Three Months
Ended September 30, 1996 and 1995 4
Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signature 11
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PART I: FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MOBINETIX SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET (unaudited)
as of September 30, 1996
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<S> <C>
ASSETS
Current assets:
Cash $ 3,027,141
Trade accounts receivable 165,227
Inventory 313,972
Prepaid expenses and other current assets 105,031
-----------
Total current assets 3,611,371
-----------
Property and equipment 312,769
Less: Accumulated depreciation (121,239)
-----------
Property and equipment, net 191,530
-----------
Total assets $ 3,802,901
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 400,350
Accrued liabilities 247,805
Deferred revenues 208,189
Current portion of capital lease obligations 23,535
-----------
Total current liabilities 879,879
-----------
Capital lease obligations, less current portion 13,159
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Shareholders' equity:
Series B convertible preferred stock 899
Series C convertible preferred stock 28
Common stock 1,336
Additional paid-in capital 7,361,377
Accumulated deficit (4,453,777)
-----------
Total shareholders' equity 2,909,863
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Total liabilities and shareholders' equity $ 3,802,901
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The accompanying notes are an integral part of the financial statements.
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MOBINETIX SYSTEMS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
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<CAPTION>
1996 1995
<S> <C> <C>
Revenues
Hardware sales $ 188,109 --
Consulting revenues, royalties and other 62,965 56,336
----------- ---------
Total revenues 251,074 56,336
Cost of revenues 143,528 15,017
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Gross margin 107,546 41,319
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Operating expenses:
Selling, general and administrative 468,771 83,438
Research and development 380,808 71,231
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Total operating expenses 849,579 154,669
----------- ---------
Loss before interest and income taxes (742,033) (113,350)
Interest expense and other (988) (19,151)
Interest income 41,841 282
----------- ---------
Loss before income taxes (701,180) (132,219)
Income taxes (800) (800)
----------- ---------
Net loss $ (701,980) $(133,019)
=========== =========
Net loss per share $ (0.53) $ --
Pro forma net loss per share $ -- $ (0.10)
Weighted average shares outstanding 1,336,358 1,334,275
</TABLE>
The accompanying notes are an integral part of the financial statements.
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5
MOBINETIX SYSTEMS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
<S> <C>
Net cash used in operating activities (711,518) (103,487)
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Cash flows from investing activities:
Purchase of property and equipment (77,336) --
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Net cash used in investing activities (77,336) --
----------- ---------
Cash flows from financing activities:
Borrowings - notes payable -- 55,000
Issuance of Series B Preferred Stock 1,659,469 --
Series B Preferred Stock issuance costs (281,950) --
Proceeds from exercise of employee stock
options 108 --
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Net cash provided by financing
activities 1,377,627 55,000
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Net increase (decrease) in cash 588,773 (48,487)
Cash at beginning of period 2,438,368 76,814
----------- ---------
Cash at end of period $ 3,027,141 $ 28,327
=========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 800 $ 800
Cash paid for interest $ 988 --
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The accompanying notes are an integral part of the financial statements.
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MOBINETIX SYSTEMS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The financial information included herein for the three month periods ended
September 30, 1996 and September 30, 1995 is unaudited; however, such
information reflects all adjustments consisting only of normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the financial position, results of operations and cash flows
for the interim periods.
As described in the Company's Form 10-KSB for the year ended June 30, 1996,
MobiNetix in its present form is the result of an acquisition agreement between
PenUltimate, Inc., and PenWare, Inc. For accounting purposes, the acquisition,
which was effective June 10, 1996, was treated as a reverse acquisition. The
historical operations of PenWare, Inc. prior to the reverse acquisition have
been presented as the results of operations for the combined companies.
The interim consolidated financial statements presented herein have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB. These
interim financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in the Form
10-KSB of MobiNetix Systems, Inc. (the "Company") for the year ended June 30,
1996.
The results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the full year.
ACCOUNTING POLICIES
Reference is made to Note 1 of Notes to Financial Statements in the Company's
Annual Report on Form 10-KSB for the summary of significant accounting
policies.
NET LOSS PER SHARE
Due to the significant change in the Company's capital structure that occurred
in connection with the reverse acquisition of PenUltimate, Inc. by PenWare,
Inc., in June 1996, pro forma net loss per share for 1995 has been calculated
using pro forma weighted average shares outstanding. This calculation assumes
that all of the common shares issued as part of the reverse acquisition were
outstanding for all periods presented.
Net loss per common and common equivalent share for 1996 is based on the
weighted average common shares outstanding and dilutive common equivalent
shares. Common equivalent shares result from the assumed exercise of
outstanding stock options. There was no dilutive effect from common equivalent
shares for the periods presented.
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INVENTORIES
Classification of inventories is as follows:
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Sept. 30,
1996
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Finished goods $ --
Work in process 65,937
Raw materials 248,035
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Total $ 313,972
-------
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PREFERRED STOCK
The Company sold 183,004 shares of Series B Preferred Stock in private
placements in July 1996 at $8.50 per share, receiving net proceeds of
$1,375,750. An additional 88,438 shares of Series B Preferred Stock were
issued at $0.02 per share pursuant to the exercise of warrants. The warrants
has been issued to private investors in connection with bridge loans extended
to the Company during fiscal 1996. The loans were repaid or converted to
equity in June 1996.
Subsequent to the end of the quarter, the Company effected reverse stock splits
of 1:2 and 1:4 for the Series B and Series C Preferred Stock, respectively. The
financial statements have been adjusted to reflect the splits.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
unaudited consolidated financial statements of MobiNetix Systems, Inc. and its
wholly owned subsidiary PenWare, Inc., including the notes thereto (see Part I,
Item 1). This analysis contains certain forward-looking statements which are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected.
BACKGROUND
MobiNetix is a developer and manufacturer of devices for paperless environments
and computing software and hardware that is targeted for use in point-of-sale
businesses such as retail, health care, and field sales/service. Sales of
hardware devices, such as the PenWare 100 signature capture pad, commenced in
the quarter ended March 31, 1996; revenues in prior periods consisted of
software consulting and royalty revenues, mainly from manufacturers of personal
digital assistants (PDAs).
RESULTS OF OPERATIONS (THREE MONTHS ENDED SEPTEMBER 1996 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 1995)
The 346% increase in revenues from the first quarter of fiscal 1996 (three
months ended September 30, 1995) to the first quarter of fiscal 1997 (three
months ended September 30, 1996) is mainly the result of sales of signature
transaction devices, which were not part of the Company's product portfolio in
fiscal 1996.
Cost of sales increased by 856% over this period, similarly reflecting the
significant change in product mix. In addition to consumption of materials for
hardware products, cost of sales in the first quarter of fiscal 1997 included
provisions for royalties and future warranty costs.
Selling, general and administrative expenses increased by 462% from 1996 to
1997. The growth is largely the result of higher personnel expenses to support
business growth, including targeted new hires in such areas as executive
management, field sales, purchasing and production control and finance. Other
areas of increased spending included legal fees, market consulting, travel and
trade shows, and public relations.
The 435% percent year-to-year increase in research and development expense is
also largely attributable to personnel. To enable the design, development and
production ramp of hardware devices, while continuing to support software
development, the Company significantly expanded its engineering staff,
including management. Expenses for consulting and engineering tools and
materials also increased from fiscal 1996 to 1997 as part of the Company's
hardware development and design efforts.
The increase in interest income is the result of returns on invested proceeds
from the Company's private placements of preferred stock in May, June and July
1996. These proceeds are invested in money market instruments.
Interest and other expense declined by $18,163 from fiscal 1996 to fiscal 1997,
due to the conversion of debt. In June 1996, the Company converted a $1
million promissory note, $985,000 of which had been outstanding at September
30, 1995, to preferred stock. The Company had no borrowings during the first
quarter of fiscal 1997.
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9
CASH AND SOURCES OF LIQUIDITY
The Company financed operations and operating expenditures during the first
quarter of fiscal 1997 primarily with proceeds from the private sale of
preferred stock in May, June and July 1996.
Financing activities, consisting mainly of the sale of preferred stock,
generated $1,377,627 in cash during the first quarter of fiscal 1997. The
Company's operating activities consumed $711,518 in cash during this period,
reflecting higher operating expenses and working capital requirements,
particularly for inventory. Investing activities consisted mainly of
expenditures for leasehold improvements at the Company's new facility in
Sunnyvale, California.
As of September 30, 1996, the Company's principal sources of liquidity include
cash of $3.0 million. The Company had no long- or short-term debt and no
significant capital commitments other than those under capital leases.
OUTLOOK
The Company's current forecasts indicate that existing cash resources are
sufficient to support operations into the fourth quarter of fiscal 1997.
Working capital requirements are expected to continue to grow significantly in
fiscal 1997 as the Company ramps up production and sales volumes of signature
transaction devices. Management is investigating credit line financing and
additional sales of equity, but there is no assurance that additional funding
will be available.
MobiNetix believes that it has the technical and marketing skills and product
offerings necessary for future success. However, the Company has not yet
achieved profitability and sales trends are inherently difficult to predict at
this stage of development. Sales forecast shortfalls, delayed product
introductions, and manufacturing and financing constraints, together with other
risk factors, could lead to adverse fluctuations in revenues and margins in any
particular quarter.
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10
PART II: OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES
A certificate of designation was filed on June 3, 1996 for the Series B and
Series C Preferred Stock. The conversion ratios for the Series B and Series C
Preferred Stock were changed to 1:2 and 1:40, respectively, from 1:1 and 1:10.
The Series B Preferred Stock was subsequently reverse split 1:2; the Series C
Preferred Stock was reverse split 1:4.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Computation of Net Loss Per Share
27 Financial Data Schedule
(b) Reports on Form 8-K
On August 6, 1996, the Company filed a report on Form 8-K dated July
17, 1996 in connection with a change in certifying accountants.
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11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
MOBINETIX SYSTEMS, INC.
Date: November 13, 1996 By: /s/ DAVID M. LICURSE, SR.
------------------------------------
David M. Licurse, Sr.
Chief Financial Officer and
Vice President of Operations
(principal accounting officer)
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Exhibit Index
Exhibit 11.1 Computation of Net Loss Per Share
Exhibit 27 Financial Data Schedule
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12
Exhibit 11.1
MOBINETIX SYSTEMS, INC.
COMPUTATION OF NET LOSS PER SHARE
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<CAPTION>
Three Months Ended
September 30
1996 1995
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<S> <C> <C>
Weighted-average common shares outstanding 1,336,335 1,334,275
---------- ----------
Net loss $ (701,980) $ (133,019)
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Net loss per share $ (0.53) $ (0.10)
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIODS ENDED SPETEMBER 30,
1996 AND 1995 AND IS QUALIFIED IN ITS ENTERITY BY REFERENCE TO SUCH.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1996
<PERIOD-START> JUL-01-1996 JUL-01-1995
<PERIOD-END> SEP-30-1996 SEP-30-1995
<CASH> 3,027,141 0
<SECURITIES> 0 0
<RECEIVABLES> 165,227 0
<ALLOWANCES> 0 0
<INVENTORY> 313,972 0
<CURRENT-ASSETS> 3,611,371 0
<PP&E> 312,769 0
<DEPRECIATION> 121,239 0
<TOTAL-ASSETS> 3,802,901 0
<CURRENT-LIABILITIES> 879,879 0
<BONDS> 0 0
0 0
927 0
<COMMON> 1,336 0
<OTHER-SE> 2,907,600 0
<TOTAL-LIABILITY-AND-EQUITY> 3,802,901 0
<SALES> 251,074 56,336
<TOTAL-REVENUES> 251,074 56,336
<CGS> 143,528 15,017
<TOTAL-COSTS> 143,528 15,017
<OTHER-EXPENSES> 380,808 71,231
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 988 19,151
<INCOME-PRETAX> (701,180) (132,219)
<INCOME-TAX> 800 800
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (701,980) (133,019)
<EPS-PRIMARY> (.53) (.10)
<EPS-DILUTED> 0 0
</TABLE>
