<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997, OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER: 0-24738
LORONIX INFORMATION SYSTEMS, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 33-0248747
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
820 AIRPORT ROAD, DURANGO, COLORADO 81301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER: (970) 259-6161
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT OF 1934 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
--- ---
AS OF MAY 6, 1997, THERE WERE 4,661,936 SHARES OF THE ISSUER'S COMMON
STOCK OUTSTANDING.
<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
--------
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET 1
AS OF MARCH 31, 1997
CONDENSED CONSOLIDATED STATEMENTS 3
OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1996
CONDENSED CONSOLIDATED STATEMENTS OF 4
CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1996
NOTES TO CONDENSED CONSOLIDATED FINANCIAL 5
STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 6
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 11
<PAGE>
PART I - FINANCIAL INFORMATION
LORONIX INFORMATION SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
MARCH 31,
1997
-----------
(UNAUDITED)
Current assets:
Cash and cash equivalents $3,935,234
Accounts receivable:
Trade, net of allowance for doubtful accounts
of $120,606 1,925,775
Officers and employees 164,580
Contracts in progress with earned revenue
exceeding related progress billings 1,292,483
Inventory, net 1,679,035
Prepaid expenses and other assets 377,598
Notes receivable, related parties 41,396
Deferred income taxes 222,194
-----------
Total current assets 9,638,295
Property and equipment, net of accumulated
depreciation of $1,152,890 3,736,571
Capitalized software costs, net of accumulated
amortization of $615,627 720,173
Notes receivable, related parties 162,234
Deposits and other assets 33,458
Goodwill, net of accumulated amortization
of $50,410 7,034
-----------
Total assets $14,297,765
-----------
-----------
See accompanying notes to financial statements.
1
<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
MARCH 31,
1997
-----------
(UNAUDITED)
Current liabilities:
Accounts payable $ 964,645
Accrued commission payable 11,125
Accrued taxes 33,963
Accrued liabilities 94,345
-----------
Total current liabilities 1,104,078
Deferred maintenance revenue 12,171
-----------
Total liabilities 1,116,249
-----------
Stockholders' equity:
Preferred stock, $.001 par value,
authorized 2,000,000 shares, no shares
issued and outstanding -
Common stock, $.001 par value, authorized
20,000,000 shares, issued and outstanding,
4,661,936 shares 4,662
Additional paid-in capital 15,259,432
Notes receivable from stockholders (214,981)
Accumulated deficit (1,867,597)
-----------
Total stockholders' equity 13,181,516
-----------
Total liabilities and stockholders' equity $14,297,765
-----------
-----------
See accompanying notes to financial statements.
2
<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
MARCH 31,
1997 1996
-------------------------
(UNAUDITED)
Systems, supplies and maintenance
revenue $1,673,900 $2,722,011
---------- ----------
Operating costs and expenses:
Cost of products sold 808,068 1,344,790
Operations and customer support 406,983 244,448
Selling, general and administrative 874,152 755,839
Research and development 376,632 215,615
---------- ----------
Total cost and expenses 2,465,835 2,560,692
(Loss) income from operations (791,935) 161,319
Other income (expense):
Interest income 59,567 91,451
Other expense (9,068) (1,045)
---------- ----------
50,499 90,406
(Loss) income before income taxes (741,436) 251,725
Income (tax) benefit 210,962 (75,800)
---------- ----------
Net (loss) income ($530,474) $175,925
---------- ----------
---------- ----------
(Loss) income per share - primary and
fully diluted ($0.11) $0.04
---------- ----------
---------- ----------
Weighted average shares outstanding 4,661,936 4,667,936
---------- ----------
---------- ----------
See accompanying notes to financial statements.
3
<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (530,474) $ 175,925
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 226,344 205,437
Loss on disposal of capital equipment 5,140
Increase in deferred income taxes (211,594) -
Decrease in notes receivable, related parties 12,682 -
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net (493,488) 327,712
Increase in contracts in progress with earned revenue
exceeding related progress billings - (1,528,190)
(Increase) decrease in inventory, net (787,667) 339,962
(Increase) decrease in prepaid expenses and other assets (140,854) 22,384
Increase (decrease) in accounts payable 335,886 (531,824)
(Decrease) increase in accrued commissions payable,
accrued liabilities and accrued taxes (63,221) 257,598
Increase in customer deposits - 71,308
Decrease in deferred revenue (2,772) (9,591)
----------- -----------
Net cash used in operating activities (1,650,018) (669,279)
----------- -----------
Cash flows from investing activities:
Capital expenditures (437,498) (157,486)
Proceeds from disposal of capital equipment 15,000
(Increase) decrease in deposits (2,734) 1,400
Capitalized software (116,000) (60,000)
----------- -----------
Net cash used in investing activities (541,232) (216,086)
----------- -----------
Net decrease in cash (2,191,250) (885,365)
Cash and cash equivalents, beginning of year 6,126,484 6,216,770
----------- -----------
Cash and cash equivalents, end of March $ 3,935,234 $ 5,331,405
----------- -----------
----------- -----------
</TABLE>
Noncash investing activities:
In 1997, the Company transferred inventory valued at $101,590 to property and
equipment and expendable supplies.
In 1996, the Company transferred inventory valued at $18,543 to property and
equipment.
See accompanying notes to financial statements.
4
<PAGE>
LORONIX INFORMATION SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(MARCH 31, 1997 - UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared in accordance with Securities and Exchange Commission requirements for
interim financial statements. Therefore, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The financial statements should be read in
conjunction with Loronix Information Systems, Inc.'s Form 10-KSB for the year
ended December 31, 1996.
The results of operations for the interim periods shown in this report are
not necessarily indicative of results to be expected for the full year. In the
opinion of management, the information contained herein reflects all adjustments
necessary to make the results of operations for the interim periods a fair
statement of such operations. All such adjustments are of a normal recurring
nature.
5
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with
Loronix Information Systems, Inc.'s (the "Company") condensed consolidated
financial statements and the notes related thereto included herein.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
REVENUE
The Company's revenue is derived from sales of systems and supplies and
from maintenance services. Historically, systems and supplies have accounted
for greater than 90% of total revenue, with systems accounting for a substantial
majority of total revenue. The Company expects this trend to continue for the
foreseeable future. Revenue decreased from $2.72 million in the first quarter
of 1996 to $1.67 million in the first quarter of 1997, including approximately
$720,000 of CCTVware related products, representing a 39% decrease. Revenue in
the first quarter of 1996 included approximately $1.53 million associated with
Aramco Services Company, the U.S. subsidiary of Aramco (a Saudi Arabian
multinational corporation), for the sale of security systems in Saudi Arabia
(the "Aramco Contract"). As of December 31, 1996, the Company had completed
substantially all of its obligations under the Aramco Contract.
COSTS AND EXPENSES
COST OF PRODUCTS SOLD. The cost of products sold, consisting principally
of the costs of hardware components and supplies as well as software
amortization, decreased from $1,344,800 in the first quarter of 1996 to $808,100
in the first quarter of 1997, and represented 49% and 48% of revenue,
respectively.
OPERATIONS AND CUSTOMER SUPPORT. Operations and customer support expenses
increased from $244,400, net of expense credits associated with the Aramco
Contract, in the first quarter of 1996 to $407,000 in the first quarter of 1997,
and represented 9% and 24% of revenue, respectively. Gross expenditures
increased from $262,400 in the first quarter of 1996 to $407,000 in the first
quarter of 1997. The increase in such expenses resulted primarily from
headcount and compensation-related increases.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased from $755,800, net of expense credits associated with the
Aramco Contract, in the first quarter of 1996 to $874,200 in the first quarter
of 1997, and represented 28% and 52% of revenue, respectively. Gross
expenditures increased from $791,100 in the first quarter of 1996 to $874,200 in
the first quarter of 1997. The increase in such expenses resulted primarily
from increases in compensation, travel and product promotion expenses.
RESEARCH AND DEVELOPMENT. Research and development expenses, net of
capitalized software costs, increased from $215,600, net of expense credits
associated with the Aramco Contract, in the first quarter of 1996 to $376,600 in
the first quarter of 1997, and represented 8%
6
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and 22% of revenue, respectively. Gross expenditures increased from $329,900
in the first quarter of 1996 to $492,600 in the first quarter of 1997. The
increase in such expenses resulted primarily from headcount and
compensation-related increases and increases in travel and depreciation.
INTEREST INCOME. Interest income decreased from $91,500 in the first
quarter of 1996 to $59,600 in the first quarter of 1997. This decrease was due
to a reduction in cash available for investment.
INCOME TAX/BENEFIT. Income tax expense for the first quarter of 1996 was
estimated at 30% of the pretax earnings. An income tax benefit of $211,000 for
the first quarter of 1997 was estimated at 29% of the pretax loss. The
Company's U.S. tax rate is less than the statutory federal rate of 34% primarily
because of the benefit of net operating loss carry-forwards and research and
development credits.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1996 and 1997, the Company financed
its operations primarily from working capital.
The Company's principal uses of cash during the three months ended March
31, 1996 and 1997 were to (i) fund operating activities; (ii) acquire property
and equipment; and (iii) invest in the development of software.
During the first three months of 1996, the Company's cash and cash
equivalents decreased from $6,216,800 at December 31, 1995 to $5,331,400 at
March 31, 1996. Net cash used in operating activities of $669,300 consisted
primarily of net income of $175,900 and decreases in accounts receivable and
inventory and increases in accrued commissions payable, accrued liabilities and
accrued taxes, and customer deposits of $996,600 offset by a decrease in
accounts payable of $531,800 and an increase of $1,528,200 in contacts in
progress with earned revenue exceeding related progress billings. Net cash used
in investing activities of $216,100 consisted primarily of $157,500 of capital
expenditures and $60,000 of capitalized software.
During the first three months of 1997 the Company's cash and cash
equivalents decreased from $6,126,500 to $3,935,234 at March 31, 1997. Net cash
used in operating activities of $1.7 million consisted primarily of losses of
$530,500, increases in deferred income taxes, accounts receivable, inventory,
prepaid expenses and other assets and decreases in accrued commissions payable,
accrued liabilities and accrued taxes of $1.7 million offset by depreciation and
amortization and an increase in accounts payable of $562,200. During the first
three months of 1997 the Company's inventory levels increased $787,100. This
increase resulted primarily from the procurement of certain CCTVware-TM-
materials for the assembly of the Company's CCTVware-TM- Transit and Solo
products in anticipation of expected demand. Net cash used in investing
activities of $609,000 consisted primarily of $503,000 of capital expenditures
and $116,000 of capitalized software.
The Company anticipates capital expenditures for the remainder of 1997 of
approximately $500,000. The Company believes it has sufficient working capital
to meet its capital requirements and fund operations for at least the next
twelve months.
7
<PAGE>
CERTAIN FACTORS BEARING ON FUTURE RESULTS
The statements in the third sentence under the caption "Revenue" and the
fifth paragraph under the caption "Financial Condition, Liquidity and Capital
Resources" are forward-looking statements. In addition, the Company may from
time to time make oral forward-looking statements. The following are important
factors that could cause results to differ materially from those projected in
any such forward-looking statements.
OEM AND DEALER RELATIONSHIPS. Although sales through original equipment
manufacturers ("OEMs") have decreased in the past two years, historically OEM
sales have accounted for a significant portion of the Company's revenue. While
the Company believes its success in penetrating markets for its video imaging
products depends in part on its ability to maintain its OEM relationships and to
cultivate additional, similar relationships, the Company is also seeking to
expand its domestic dealer network for both its video imaging and CCTVware-TM-
products. There can be no assurance that the Company will be successful in
cultivating additional OEM relationships or that it will be successful in
expanding its dealer network. Further, there can be no assurance that OEMs,
most of which have significantly greater financial and marketing resources than
the Company, will not develop and market products in competition with the
Company or will not otherwise discontinue their relationships with the Company.
One of the Company's previous OEMs has elected to produce its own imaging
products and is compete with the Company in the low-end product segment. The
loss of any further OEM relationships could have a negative impact on the
Company's revenue stream.
INTERNATIONAL SALES. The Company is seeking to expand its international
presence by developing new distribution channels in certain foreign countries
where it has not previously had a presence. International sales are subject to
a number of risks, including political and economic instability, unexpected
changes in regulatory requirements, tariffs and other trade barriers,
fluctuating exchange rates and the possibility of greater difficulty in accounts
receivable collection. There can be no assurance that these and other factors
will not have a material adverse effect on the Company's future international
sales, if any, and, consequently, the Company's business, operating results and
financial condition.
COMPETITION. Certain of the Company's current and prospective competitors
have substantially greater technical, financial and marketing resources than the
Company. In addition, there can be no assurance that the Company's products
will be competitive in the face of advances in product technology developed by
the Company's current or future competitors. Moreover, while the Company
believes that the price/performance characteristics of its products are
currently competitive, increased competition from low-cost, low-functionality
identification systems have created, and will continue to create, pricing
pressures which could materially and adversely affect the Company's business,
operating results and financial condition.
PROPRIETARY RIGHTS. The Company is not aware of any infringement by its
products, trademarks or other proprietary rights on the proprietary rights of
any third parties. However, there can be no assurance that third parties will
not assert infringement claims against the Company in the future with respect to
current or future products. As the number of software products in the industry
increases and the functionality of these products further overlaps, the Company
believes that software developers may become increasingly subject to
infringement claims. Any such claims, with or without merit, could result in
costly litigation or might require
8
<PAGE>
the Company to enter into royalty or licensing agreements. Such royalty and
licensing agreements, if required, may not be available on terms acceptable
to the Company.
PRODUCT OBSOLESCENCE. The Company's current products and products under
development are limited in number and concentrated primarily in the markets for
identification and surveillance products. The life cycles of the Company's
products are difficult to estimate due in large measure to changing and
developing technology as well as the unknown future effect of products
introduced by the Company's competition. Price reductions or declines in demand
for the Company's products, whether as a result of competition, technological
change or otherwise, would have a materially adverse effect on the Company's
results of operations or financial position.
DEPENDENCE ON NEW PRODUCTS. The market for the Company's products is
characterized by ongoing technological development and evolving industry
standards. The Company's success will depend upon its ability to enhance its
current products and to introduce new products which address technological and
market developments and satisfy the increasingly sophisticated needs of
customers. For instance, the Company recently released several products based
on its CCTVware-TM- technology. There can be no assurance that the Company will
be successful in developing and marketing, on a timely basis, each of the
products in its new CCTVware-TM- line of products or any other fully functional
product enhancements or new products that respond to the technological advances
by others. There also can be no assurance that the Company's new CCTVware-TM-
or other new products will be accepted by customers.
VARIABILITY OF OPERATING RESULTS. The Company's revenue and operating
results have fluctuated significantly from quarter to quarter, and may continue
to fluctuate, due to a combination of factors. These factors include relatively
long sales cycles for certain products, the timing or cancellation of orders
from major customers, the timing of new product introductions by the Company or
its competitors, the Company's use of third-party distribution channels, the
fulfillment of large one-time orders to particular customers and general
economic conditions and other factors affecting capital spending. For example,
the conclusion of the Aramco Contract has led to a sharp decrease in the
Company's revenue. Additionally, the Company expected to receive orders for two
transit bids which have been delayed until the summer of 1997. There can be no
assurances that the Company will receive these orders. Further, the Company
generally ships orders in the quarter in which such orders are received, and
accordingly, revenue in any quarter is substantially dependent on the orders
booked and shipped in that quarter. The Company has typically recognized a
substantial portion of its revenue in the last month of the quarter, with much
of this revenue concentrated in the last two weeks of the quarter. Because the
Company's operating expense levels are relatively fixed and based, to some
extent, on anticipated revenue levels, a small variation in revenue can cause
significant variations in operating results from quarter to quarter and may
result in losses.
LEGAL PROCEEDINGS. The Company is currently involved in litigation with
the Company's former Vice President of Marketing and Sales, who filed a lawsuit
against the Company alleging breach of contract and fraud. This individual, who
terminated his employment with the Company in May 1994 alleges that he was
promised, but never received, options to purchase shares of the Company's Common
Stock at a significant discount from fair market value and that he was deprived
of certain sales commissions. The parties have agreed to binding arbitration
which was completed on May 1, 1997. The Company is currently awaiting the
ruling of the arbitrator. Although the Company believes that this individual's
claims are without merit, an adverse result in
9
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the litigation could have a negative impact on the financial position and the
results of operations of the Company.
MANAGEMENT AND EMPLOYEES. The Company's future success depends in
significant part upon the continued service of its key technical and senior
management personnel and its continuing ability to attract and retain highly
qualified technical and managerial personnel in the future. The Company has in
the past encountered some difficulties in fulfilling its hiring needs in the
Durango, Colorado employment market, and there can be no assurance that the
Company will be successful in hiring and retaining qualified employees in the
future.
CAPITAL REQUIREMENTS. The Company believes that it has sufficient cash and
working capital to meet its requirements for at least the 12 twelve months.
While operating activities may provide cash in certain periods, to the extent
the Company experiences growth in the future, it anticipates that it may require
additional cash in its operating and investing activities, and accordingly, the
Company may require additional capital resources. There can be no assurance
that such capital resources will be available to the Company on favorable terms,
if at all.
VOLATILITY OF STOCK PRICE. In recent months, the stock market in general,
and the market for shares of technology companies in particular, have
experienced extreme price fluctuations, which have often been unrelated to the
operating performance of the affected companies. In addition, factors such as
quarterly variations in operating results, announcements of technological
innovations or new products by the Company or its competitors, as well as other
events or factors, may have a significant impact on the market price of the
Company's Common Stock. There can be no assurance that the trading price of the
Company's stock will remain at or near its current level.
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits.
(b) No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 1997.
10
<PAGE>
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.
Loronix Information Systems, Inc.
May 8, 1997 /s/ Jonathan C. Lupia
- ----------- ----------------------------
Date Jonathan C. Lupia
Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,935,234<F1>
<SECURITIES> 0
<RECEIVABLES> 2,046,381
<ALLOWANCES> (120,606)
<INVENTORY> 1,679,035
<CURRENT-ASSETS> 9,638,295
<PP&E> 4,889,461
<DEPRECIATION> (1,152,890)
<TOTAL-ASSETS> 14,297,765
<CURRENT-LIABILITIES> 1,116,249
<BONDS> 0
0
0
<COMMON> 4,662
<OTHER-SE> 13,176,854
<TOTAL-LIABILITY-AND-EQUITY> 14,297,765
<SALES> 1,673,900
<TOTAL-REVENUES> 1,673,900
<CGS> 808,068
<TOTAL-COSTS> 2,465,835
<OTHER-EXPENSES> 1,657,767
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (741,436)
<INCOME-TAX> 210,962
<INCOME-CONTINUING> (530,474)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (530,474)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
<FN>
<F1>The company has two outstanding letters of credit collateralized by a
combination of certificates of deposit and cash totaling approximately
$100,000.
</FN>
</TABLE>
