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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1997
COMMISSION FILE NUMBER 1-13588
THE WIDECOM GROUP INC.
(Exact Name of Registrant as specified in its Charter)
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<S> <C>
ONTARIO, CANADA 98-0139939
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
267 MATHESON BOULEVARD EAST, MISSISSAUGA, ONTARIO, CANADA L4Z 1X8
(Address of principal executive offices) (Zip Code)
(905) 712-0505
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods 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 [ ]
The number of shares outstanding of registrant's common stock as of
June 30, 1997 was 5,565,251 shares.
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PART L: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
See Attachment A.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Company's revenues are derived from product sales, which are
recognized when products are shipped. Prior to January 1996 the Company was
eligible for substantial research and development grants. As of January 1, 1996
grants are made as a reduction of taxes payable. Research and development
grants are cash payments and credits against taxes payable received or
receivable from the Federal government as an incentive to conduct research and
development in Canada. As no taxes are payable in the quarter, no grants have
been recognized.
During the quarter the Company earned $63,963 interest on short-
term investments compared to $56,141 earned in the same period of 1996.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JUNE 30, 1996
Revenues for the quarter ended June 30, 1997 were $728,188, an
increase of $306,878 or 72.8% as compared to $421,310 for the quarter ended June
30, 1996. Sales for the quarter ended June 30, 1997 were $885,633, an increase
of $398,741 as compared to $486,892 for the quarter ended June 30, 1996. Sales
of the Company's SLC 436 Color Scanner accounted for a majority of the sales
increase.
Operating expenses for the quarter ended June 30, 1997 were
$1,275,338, an increase of $360,510, or 39.4 %, as compared to $914,828 for the
quarter ended June 30, 1996. Research and development expenses decreased from
$220,636 for the quarter ended June 30,1996 to $87,719 for the quarter ended
June 30,1997. Of this $87,719 approximately $60,000 is related to the amount of
income tax credits that had previously been claimed but disallowed. This
expenditure will not reoccur. The Company expects this amount to be
substantially reduced in the future because of its investment in the Research &
Development Consortium.
Selling, general and administrative expenses for the quarter
ended June 30,1997 increased by $508,330 and increased as a percentage of
revenues from 109% to 133%. The increases in absolute dollars and as a
percentage of revenues were due to marketing expenses associated with continued
emphasis on product commercialization, particularly the introduction of the
next generation scanner and the expansion of the Company's administrative and
sales staff and offices in anticipation of large expansion of the Company's
operations during the quarter. The Company continued to incur legal,
administration, and other related costs associated with its announcement on
February 10, 1997, that it was calling for redemption all of its publicly
traded warraants issued in connection with its initial public offering. The
legal fees were also used to successfully defend against court challenges made
regarding the warrant call, and additional public relations costs deemed
necessary to disseminate the facts of the warrant call. On April 10, 1997, the
Company announced that the warrant redemption was complete.
The Company's share of the loss incurred by the research and
development consortium (3994340 Canada Inc.) that had been formed on October
2, 1996, amounted to $92,220.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements have been to fund
research and development activities, acquisition of equipment and inventories,
and marketing expenses incurred in connections with the commercialization of its
products. The Company has historically satisfied its working capital
requirements principally through the issuance of debt and equity securities,
government sponsored research and development grants and reimbursement and cash
flow from operations. During the quarter the Company raised $2,024,101(net)
through the conversion of warrants associated with the initial public offering,
to common shares, and $204,750, from the proceeds of the issuance of 8%
Convertible Debentures.
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PART II.: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has reached an agreement in connection with a
proposed settlement, dated as of June 27, 1997, between Don Johnson, Walter J.
Lack, Thomas V. Girardi, Glenn Mc Cusker, and Gino Aiello who initiated an
action in Los Angeles Superior Court against the Company, Raja S. Tuli, and
unnamed defendant's designated Does 1-100 on or about March 10, 1997, which
action was subsequently removed to the United States District Court for the
Central District of California. The complaint was based upon alleged improper
conduct with respect to the announcement of the redemption of certain warrants,
which announcement was made on February 10, 1997. The complaint included causes
of action for alleged fraud, in the nature of alleged misrepresentation and in
the nature of alleged negligent misrepresentation, alleged breach of contract,
alleged breach of fiduciary duty, and alleged violation of California
Corporation Code SS 25400 and 25500.
ITEM 2. CHANGES IN SECURITIES.
Pursuant to a Convertible Debenture, dated May 19, 1997, Global
Bermuda Limited Partnership, a Bermuda Limited Partnership ("Global") for
valuable consideration was issued convertible debentures with interest at 8%
per annum, which debentures mature and are payable on May 1998 (the
"Debentures"). The Debentures shall be convertible to shares of the Common
Stock of the Company (the "Shares") as follows: The Global under this Debenture
will have the right, at any time commencing on the 121st day of the following
date of issuance of this Debenture and prior to the payment in full of this
Debenture, to convert all of the Unpaid Balance of this Debenture into Shares
of the Company at a conversion price (the "Conversion Price") equal to the
lower of US$5.00 or 80% of the average closing bid price of the Shares, as
quoted on the National Association of Securities Dealers Automated Association
("Nasdaq" system over the twenty (20) trading days immediately preceding the
date of the Company's receipt of the Global's notice to the Company of its
intention to convert, provided, however, that this Debenture may not be
converted until at least 30 days have elapsed since the most recent prior
conversion of any other of the debentures issued by the Company of the Global.
This right of conversion shall terminate, and Global shall not thereafter
submit this Debenture for conversion, at such time as the Global or any
affiliate of the Global shall have a short position in the Common Stock of the
Company.
Pursuant to a Common Stock Purchase Warrant, dated May 19, 1997,
Global Bermuda Partnership Global, a Bermuda Limited Partnership, for valuable
consideration purchased 250,000 warrants at the price of (U.S.) $4.00 per share
for that number of fully paid and non-assessable shares of the Company's common
stock, no par value (the "Common Stock") at any time from May 19, 1997 until
May 19, 2000.
The rights represented by this Warrant may be exercised in whole
or in part (but not as to fractional share of Common Stock), by the surrender
of this Warrant (properly endorsed if required) at the office of any duly
appointed transfer agent for the Common Stock or at the office of the company
at 267 Matheson Boulevard East, Mississauga, Ontario, Canada L4Z 1X8 and
upon payment to the Company, or for the account of the Company, by cash or by
certified check or bank draft, of the Warrant Purchase Price for such shares.
The Company agrees that the shares so purchased shall be and be deemed to be
issued to Global as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such shares. Certificates for the shares so purchased shall be
delivered to Global within a reasonable time, not exceeding 10 days, after
the rights represented by this Warrant shall have been so exercised, and,
unless this Warrant has expired, a new Warrant representing the number of
shares, if any, with respect to which this Warrant shall not then have been
exercised shall also be issued to Global within such time.
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.
Exhibit 27-Financial Data Schedule
Form 8-K, dated February 3, 1997, with respect to the
finalization of a joint venture agreement with Societe Innovatech du Grand
Montreal, an instrumentality of the Province of Quebec, Canada ("Innovatech").
The Company and Innovatech purchased 450 Shares of the Class A Common Stock of
3994340 Canada Inc., doing business at Technologies Novimage Inc., a Quebec
Corporation for a purchase price of approximately (US) $1,875,000 each.
Form 8-K, dated February 10, 1997, with respect to the Company's
announcement on February 10, 1997, that it was calling for redemption all of
its publicly traded warrants issued in connection with its initial public
offering. In addition, notice was given to all registered warrant holders of
the Company and to American Stock Transfer and Trust Company had been removed
as warrant agent for purposes of warrants being called for redemption, and that
the First National Bank of Boston had been appointed to such position.
Form 8-K, dated April 30, 1997, relating to the Company's
announcement on February 10, 1997, that it was calling for redemption all of
its publicly-traded warrants issued in connection with its initial public
offering. On April 10, 1997, the Company announced that the warrant redemption
was complete, and that more than half of the Warrants had been exercised, and
that no warrants would be redeemed.
None.
SIGNATURES
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.
THE WIDECOM GROUP INC.
/s/Suneet S. Tuli, Executive Vice President
Date August 19, 1997 ----------------------------------------
Suneet S. Tuli, Executive Vice President
Date August 19, 1997 /s/Willem J. Botha
----------------------------------------
Willem J. Botha, Chief Financial Officer
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ATTACHMENT A
THE WIDECOM GROUP INC.
CONSOLIDATED BALANCE SHEET
(IN UNITED STATES DOLLARS)
(UNAUDITED)
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<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996
---- ----
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and short term investments $ 2,103,870 $ 4,508,475
Accounts receivable 873,054 721,530
Research and development grants receivable 270,531 706,918
Inventory (Note 3) 1,394,975 1,169,419
Prepaid expenses 89,193 --
Receivable from shareholders 32,043 --
Advances to related parties 85,141 85,052
------------ -----------
TOTAL CURRENT ASSETS 4,848,807 7,191,394
CAPITAL ASSETS (Note 4) 1,715,130 1,412,614
INVESTMENT IN JOINT VENTURE 1,594,059 --
INVESTMENT IN AFFILIATE -- 540,000
------------ -----------
TOTAL ASSETS $ 8,157,996 $ 9,144,008
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Bank indebtedness $ 358,509 $ 131,778
Accounts payable and accrued liabilities 1,260,434 645,341
Deferred income taxes -- 62,977
8% Convertible debentures (Note 6) 204,750 --
------------ -----------
TOTAL CURRENT LIABILITIES $ 1,823,693 $ 840,096
------------ -----------
SHAREHOLDERS' EQUITY
Common shares (Note 5) $ 12,622,985 $ 9,532,294
Contributed surplus 159,825 159,825
Retained earnings (deficit) (6,326,488) (1,317,812)
Cumulative translation adjustment (122,019) (70,395)
------------ -----------
$ 6,334,303 $ 8,303,912
------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,157,996 $ 9,144,008
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</TABLE>
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ATTACHMENT A
THE WIDECOM GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN UNITED STATES DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996
---- ----
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<S> <C> <C>
REVENUE
Product sales $ 885,633 $ 486,892
Cost of sales 221,408 121,723
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Gross profit 664,225 365,169
Interest income 63,963 56,141
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TOTAL REVENUE $ 728,188 $ 421,310
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EXPENSES
Research and development $ 87,719 $ 220,636
Selling, general and administrative 968,973 460,643
Interest and bank charges 4,307 3,851
Management fees 117,603 112,500
Amortization 96,736 117,198
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TOTAL EXPENSES $ 1,275,338 $ 914,828
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OPERATING INCOME (LOSS) $ (547,150) $ (493,518)
----------- -----------
EQUITY IN EARNINGS (LOSS) OF JOINT VENTURE $ (92,220) $ --
SHAREHOLDERS LAWSUIT RESOLUSIONS (NOTE 7) (375,000) --
NET EARNINGS (LOSS) FOR THE PERIOD $(1,014,370) $ (493,518)
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EARNINGS (LOSS) PER COMMON SHARE PRIMARY
AND FULLY DILUTED $ (0.18) $ (0.11)
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 5,565,251 4,434,073
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</TABLE>
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ATTACHMENT A
THE WIDECOM GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN UNITED STATES DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996
---- ----
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<S> <C> <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Earnings (loss) for the period before
extraordinary item $(1,014,370) $ (493,518)
Add (deduct) items not requiring a cash outlay
Amortization 96,736 117,198
Equity in earnings (loss) of joint venture 92,220 --
----------- -----------
$ (825,414) $ (376,320)
Net changes in non-cash working capital balances
related to operations
Increase in accounts receivable (116,563) (195,356)
Decrease in R & D grants receivable 425,351
Increase in inventory (194,937) (714,482)
Increase in accounts payable (91,889) 253,121
Decrease in prepaid expenses 11,127 --
----------- -----------
(792,324) (1,033,037)
----------- -----------
INVESTING ACTIVITIES
Purchase of capital assets (65,367) (259,760)
----------- -----------
(65,367) (259,760)
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FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness 28,558 --
Shares issued for cash 2,150,499 231,500
8% Convertible debentures 250,000 --
----------- -----------
2,429,057 231,500
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EFFECT OF EXCHANGE RATE CHANGES ON CASH (98,982) (73,719)
----------- -----------
NET INCREASE (DECREASE) IN CASH DURING THE PERIOD 1,472,384 (1,135,016)
CASH AND EQUIVALENTS, beginning of period 631,486 5,643,491
----------- -----------
CASH AND EQUIVALENTS, end of period $ 2,103,870 $ 4,508,475
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</TABLE>
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ATTACHMENT A
THE WIDECOM GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN UNITED STATES DOLLARS)
(UNAUDITED)
1. PRESENTATION OF INTERIM INFORMATION
In the opinion of Management the accompanying unaudited financial
statements include all normal adjustments necessary to present
fairly the financial position at June 30 1997 and the results of
operations for the three months ended June 30, 1996 and 1997 and
cash flows for the three months ended June 30, 1997. Interim
results are not necessarily indicative of results for full year.
The condensed consolidated financial statements and notes are
presented as permitted by Form 10Q and do not contain certain
information included in the Company's audited consolidated
financial statements and notes for the fiscal year March 31,
1997.
2. FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant
intercompany balances, transactions and stockholdings have been
eliminated.
3. INVENTORIES
Inventories are summarized as follows:-
<TABLE>
<CAPTION>
JUNE JUNE
30, 1997 30, 1996
---------------------------
<S> <C> <C>
Raw materials $ 875,602 $ 764,363
Work in progress 388,624 296,300
Finished goods 130,749 108,756
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Total inventories $1,394,975 $1,169,419
========== ==========
</TABLE>
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ATTACHMENT A
THE WIDECOM GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN UNITED STATES DOLLARS)
(UNAUDITED)
4. CAPITAL ASSETS
Capital assets consist of:
<TABLE>
<CAPTION>
JUNE 30, 1997 JUNE 30, 1996
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ACCUMULATED ACCUMULATED
COST AMORTIZATION COST AMORTIZATION
<S> <C> <C> <C> <C>
Machinery, plant and
computer equipment $ 1,592,823 $ 486,201 $ 879,575 $ 196,952
Furniture and fixtures 95,369 34,210 150,974 24,199
Prototype and jigs 415,094 255,649 442,661 55,672
Land 61,121 - 67,219 -
Building under -
construction 326,783 - 149,008
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$ 2,491,190 $ 776,060 $ 1,689,437 $ 276,823
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Net book value $ 1,715,130 $ 1,412,614
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</TABLE>
5. SHARE CAPITAL
During the quarter ended June 30, 1997, 716,833 warrants were
exercised in exchange for 716,833 common shares. The proceeds of
this issue, net of related expenses of $126,398, was $2,024,101.
6. CONVERTIBLE DEBENTURES
During the quarter ended June 30, 1997, the Company issued
$250,000 in 8% Convertible Debentures. The proceeds of this
issue, net of related expenses of $45,250 was $204,750.
7. SHAREHOLDERS LAWSUIT RESOLUTIONS
As of June 27, 1997, the Company reached a settlement with the
plaintiffs Don Johnson, Walter J. Lack, Thomas V. Girardi, Glenn
Mc Cusker, and Gino Aiello who initiated an action in Los
Angeles Superior Court against the Company, Raja S. Tuli, and
unnamed defendant's designated Does 1-100 on or about March 10,
1997, which action was subsequently removed to the United States
District Court for the Central District of California in the
state of California.
8. CONTINGENT LIABILITIES
Statement of claim was filed against the Company with respect to
the following matter in 1993:
Claim for non-payment of invoices in the amount of $110,000
relate to invoices for accounting services provided by an
accounting firm. The Company has accrued $35,000 for this claim.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-03-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,103,870
<SECURITIES> 0
<RECEIVABLES> 873,054
<ALLOWANCES> 0
<INVENTORY> 1,394,975
<CURRENT-ASSETS> 4,848,807
<PP&E> 2,419,190
<DEPRECIATION> 776,060
<TOTAL-ASSETS> 8,157,996
<CURRENT-LIABILITIES> 1,823,693
<BONDS> 0
0
0
<COMMON> 12,622,985
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,157,996
<SALES> 885,633
<TOTAL-REVENUES> 949,596
<CGS> 221,408
<TOTAL-COSTS> 1,496,746
<OTHER-EXPENSES> 467,220
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,307
<INCOME-PRETAX> (1,014,370)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,014,370)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,014,370)
<EPS-PRIMARY> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
