U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to________
Commission file number: 1-14076
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 22-3270045
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
3A Oak Road, Fairfield, New Jersey 07004
(Address of principal executive offices)
(973) 808-1992
(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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,263,891 shares of Common Stock, as
of May 20, 1999.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
<PAGE>
PART I. FINANCIAL INFORMATION
Item Pages
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of March 31,
1999 and December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . .3
Condensed Consolidated Statements of Operations for
the Three Months Ended March 31, 1999 and 1998 . . . . . . . . . . . . . . .4
Condensed Consolidated Statement of Changes in Stockholders'
Equity for the Three Months Ended March 31, 1999 . . . . . . . . . . . . . .5
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 1999 and 1998 . . . . . . . . . . . . . . .6
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . .7 - 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . 10 - 15
-2-
<PAGE>
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---- ----
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . $ 1,096,519 $ 2,377,648
Marketable securities . . . . . . . . . . . . . 1,680,000 1,020,000
Accounts receivable, net . . . . . . . . . . . 1,179,043 1,787,551
Inventories . . . . . . . . . . . . . . . . . . 699,939 706,704
Prepaid expenses and other current assets . . . 1,187,864 684,268
------------- -------------
Total current assets . . . . . . . . . . 5,843,365 6,576,171
Property and equipment, net . . . . . . . . . . . 418,081 445,447
Acquired software, net. . . . . . . . . . . . . . 1,568,833 2,144,417
Goodwill, net . . . . . . . . . . . . . . . . . . 174,875 193,611
Restricted cash . . . . . . . . . . . . . . . . . 200,000 200,000
Other assets, net . . . . . . . . . . . . . . . . 767,634 753,050
------------- -------------
Total assets . . . . . . . . . . . . . . $ 8,972,788 $ 10,312,696
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . $ 3,675,960 $ 3,484,275
Accrued liabilities . . . . . . . . . . . . . . 1,738,763 2,461,780
Current portion of long-term debt . . . . . . . 129,422 195,044
------------- -------------
Total current liabilities. . . . . . . . 5,544,145 6,141,099
Long-term debt, less current maturities . . . . . 86,959 99,554
------------- -------------
Total liabilities. . . . . . . . . . . . 5,631,104 6,240,653
------------- -------------
Commitments and contingencies: -- --
Stockholders' equity:
Serial Preferred Stock, $.001 par value, 1,939,480
shares authorized;
Class A, 1,500 shares authorized, 930 issued. . -- 930,000
Class C, 1,000 shares authorized, 930 issued. . 930,000 --
Preferred Stock
Class B, Series A, 60,520 shares authorized,
none issued. . . . . . . . . . . . . . . . . . -- --
Junior Participating, Series A, 100,000 shares
authorized; none issued. . . . . . . . . . . . -- --
Common stock, $.001 par value, 30,000,000 shares
authorized; issued 5,266,986 and 5,083,653
shares, respectively . . . . . . . . . . . . . 5,267 5,084
Additional paid-in capital . . . . . . . . . . . 45,330,738 45,385,487
Accumulated deficit. . . . . . . . . . . . . . . (42,910,075) (42,238,133)
Accumulated other comprehensive loss . . . . . . (3,851) --
Treasury stock, at cost, 3,095 shares. . . . . . (10,395) (10,395)
------------- -------------
Total stockholders' equity . . . . . . . 3,341,684 4,072,043
------------- -------------
Total liabilities and stockholders'
equity. . . . . . . . . . . . . . . . . $ 8,972,788 $ 10,312,696
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE>
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . $ 4,935,528 $ 3,923,446
Cost of goods sold. . . . . . . . . . . . . . . . 1,532,965 957,644
------------- -------------
Gross profit. . . . . . . . . . . . . . . . . . . 3,402,563 2,965,802
Selling, general and administrative expenses. . . 4,004,396 2,701,829
Product development . . . . . . . . . . . . . . . 153,369 255,253
Amortization of goodwill and purchased technology 594,320 592,250
Unrealized holding gain on marketable securities. (660,000) --
Other income, net . . . . . . . . . . . . . . . . (17,580) (59,638)
------------- -------------
4,074,505 3,489,694
------------- -------------
Loss before income taxes . . . . . . . . (671,942) (523,892)
Income taxes. . . . . . . . . . . . . . . . . . . -- 44,971
------------- -------------
Net loss . . . . . . . . . . . . . . . . (671,942) (568,863)
Dividends on Series A and Series C Preferred
Stock . . . . . . . . . . . . . . . . . . . . . (26,161) --
------------- -------------
Net loss attributable to common
stockholders. . . . . . . . . . . . . . $ (698,103) $ (568,863)
============= =============
Net loss per common share:
Net loss per common share - basic and
diluted . . . . . . . . . . . . . . . . $ (.13) $ (.19)
============= =============
Weighted average number of common shares
outstanding - basic and diluted. . . . 5,179,394 3,014,298
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock
---------------------------------------- Additional
Class A Class C Common Stock Paid-in
Shares Amount Shares Amount Shares Amount Capital
------ ------ ------ ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998. . . . . 930 $ 930,000 -- -- 5,083,653 $ 5,084 $ 45,385,487
Comprehensive income (loss):
Net loss. . . . . . . . . . . . . . -- -- -- -- -- -- --
Currency translation adjustment . . -- -- -- -- -- -- --
Total comprehensive loss. . . . . . . -- -- -- -- -- -- --
Exchange of Class A Preferred
Stock for Class C Preferred
Stock and Warrants. . . . . . . . . (930) (930,000) 930 930,000 -- -- (33,905)
Common stock issued on exercise
of warrants . . . . . . . . . . . . -- -- -- -- 188,333 183 5,317
Dividends on preferred stock. . . . . -- -- -- -- -- -- (26,161)
----- --------- --- --------- --------- ------- -------------
Balance at March 31, 1999 . . . . . . -- -- 930 $ 930,000 5,266,986 $ 5,267 $ 45,330,738
===== ========= === ========= ========= ======= =============
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other Total
Accumulated Comprehensive Treasury Stockholders'
Deficit Loss Stock Equity
----------- ------------- -------- ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998. . . . . $ (42,238,133) $ -- $ (10,395) $ 4,072,043
Comprehensive income (loss):
Net loss. . . . . . . . . . . . . . (671,942) -- --
Currency translation adjustment . . -- (3,851) --
Total comprehensive loss. . . . . . . -- -- -- (675,793)
Exchange of Class A Preferred
Stock for Class C Preferred
Stock and Warrants. . . . . . . . . -- -- -- (33,905)
Common stock issued on exercise
of warrants . . . . . . . . . . . . -- -- -- 5,500
Dividends on preferred stock. . . . . -- -- -- (26,161)
------------- -------- ---------- ------------
Balance at March 31, 1999 . . . . . . (42,910,075) $(3,851) $ (10,395) $ 3,341,684
============= ======== ========== ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE>
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
<S> <C> <C>
Operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . $ (671,942) $ (568,863)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization . . . . . . . . 635,205 704,815
Provision for doubtful accounts . . . . . . . -- 7,515
Unrealized holding gain on marketable
securities . . . . . . . . . . . . . . . . . (660,000) --
Sale of marketable securities . . . . . . . . -- 123,600
Changes in assets and liabilities:
Accounts receivable . . . . . . . . . . . . 608,508 (425,012)
Inventories . . . . . . . . . . . . . . . . 6,765 28,518
Prepaid expenses and other currents assets. (526,686) 39,713
Other assets. . . . . . . . . . . . . . . . (14,584) (28,756)
Accounts payable. . . . . . . . . . . . . . 191,685 401,230
Accrued liabilities . . . . . . . . . . . . (749,178) (875,688)
------------- -------------
Net cash used in operating activities. . (1,180,227) (592,928)
------------- -------------
Investment activities:
Purchase of property and equipment . . . . . . . (13,519) (16,009)
------------- -------------
Net cash used in investing activities. . (13,519) (16,009)
------------- -------------
Financing activities:
Payment of long-term debt. . . . . . . . . . . . (55,127) (53,566)
Proceeds from warrant exercise . . . . . . . . . 5,500 --
Costs of issuance of preferred stock . . . . . . (33,905) --
------------- -------------
Net cash used in financing activities. . (83,532) (53,566)
Effect of exchange rate changes on cash and cash
equivalents . . . . . . . . . . . . . . . . . . (3,851) --
Net decrease in cash and cash equivalents. . . . (1,281,129) (662,203)
Cash and cash equivalents, at beginning of period 2,377,648 2,586,753
------------- -------------
Cash and cash equivalents at end of period. . . . $ 1,096,519 $ 1,924,550
============= =============
Supplemental disclosure of cash flow information:
Interest. . . . . . . . . . . . . . . . . . . . . $ 5,152 $ 8,258
============= =============
Income taxes. . . . . . . . . . . . . . . . . . . $ -- $ --
============= =============
Supplemental disclosure of non-cash financing and investing activities:
Dividends accrued on preferred stock. . . . . . . $ 26,161 $ --
============= =============
Common stock issued in payment of liabilities . . $ -- $ 31,250
============== =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-6-
<PAGE>
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Software Publishing Corporation Holdings, Inc. and its wholly owned
subsidiaries, have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1998.
The condensed consolidated balance sheet as of December 31, 1998 has been
derived from the Company's audited consolidated balance sheet as of that date.
2. Significant Accounting Policies
The following policies have been implemented during the first quarter of 1999:
Software Development Costs
Product development costs for products which have established technological
feasibility, but which will not be completed within twelve months, are
capitalized and capitalization is discontinued when the product is available for
sale. Approximately $50,000 was capitalized at March 31,1999. All other software
development costs are expensed as incurred.
Direct-Response Advertising
Advertising costs associated with direct-response advertising, whose primary
purpose is to elicit sales to customers who could be shown to have responded
specifically to that advertising, are capitalized and recognized ratably in the
future as a percentage of actual period to total anticipated revenues. Costs
associated with direct-response advertising include mailing list rental,
production, and other associated promotional activities.
Comprehensive Income
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes standards of
reporting and displaying comprehensive income and its components of net income
and "other comprehensive income" in financial statements. "Other Comprehensive
Income" refers to revenues, expenses, gains and losses that are not included in
net income but rather are recorded directly in stockholders' equity.
Reclassifications
Certain reclassifications have been made to the 1998 amounts to conform with the
1999 presentation.
-7-
<PAGE>
3. Loss per Share
Basic loss per share is computed based upon the weighted average number of
common shares outstanding during each period presented. Stock options did not
have an effect on the computation of diluted earnings per share in the three
month periods ended March 31, 1999 and 1998 since they were anti-dilutive.
The weighted average number of common shares outstanding at March 31, 1998 has
been adjusted to reflect the Company's one-for-three (1:3) reverse stock split
made effective May 27, 1998.
4. Stockholders' Equity
In January 1999, the holder of all 930 shares of the Class A 14% Cumulative
Non-Convertible Redeemable Preferred Stock of the Company exchanged such Class A
Preferred Stock shares for (i) the issuance of 930 shares of the Class C 11 %
Cumulative Non-Convertible Redeemable Preferred Stock of the Company, (ii) the
issuance of warrants to purchase 260,000 shares of Common Stock, at an exercise
price of $1.0625 per share, exercisable immediately and expiring in January
2006, and (iii) a payment of $7,134 representing all accrued dividends on the
Class A Shares through the effective date of such exchange. The Certificate of
Designations with respect to the Class C Preferred Stock authorizes a class of
1,000 shares of Class C Preferred Stock. Holders of shares of Class C Preferred
Stock will be entitled to (a) cumulative dividends of $110 per share per annum,
payable semi-annually on June 30 and December 31, of each calendar year,
commencing on June 30, 1999, (b) a liquidation preference of $1,000 per share
and (c) the right to elect one director in the event the Corporation fails to
tender in full three consecutive semi-annual dividend payments. In addition, the
Company has the right to redeem the Class C Preferred Stock, in part or whole,
at any time, upon payment of $1,000 per share of Class C Preferred Stock.
In February 1999, the Company issued 183,333 shares of its common stock pursuant
to the exercise of warrants to purchase such shares at $.03 per share.
5. Litigation
On January 30, 1998, an action was commenced against the Company and certain
current and former officers, in which plaintiffs allege that, in October 1997,
the plaintiffs purchased an aggregate 296,333 shares of the Company's common
stock for gross proceeds of $919,495 based upon certain allegedly misleading
statements made to one of the plaintiffs which were allegedly designed to
deceive plaintiffs as to the Company's true financial state. Plaintiffs seek
recission of their investment, a return of their purchase price and certain
other relief. The Company believes that these claims are without merit and
intends to vigorously defend itself in this action. The Company has denied the
plaintiffs' allegations and asserted affirmative defenses, including that the
plaintiffs' subscription agreements bar plaintiffs' claims, and has asserted
counterclaims that, among other things, plaintiffs breached certain of the
representations contained in their subscription agreements, that plaintiff
Altman breached his fiduciary duties to the Company and that plaintiffs'
violated Section 13(d) of the Exchange Act by filing a materially false and
misleading Schedule 13D with respect to the Common Stock. This action currently
is in the discovery stage.
In the fourth quarter of 1998, an action was commenced against the Company in
California in which plaintiff is seeking $300,000 in damages for the Company's
alleged violation of a lease for office space located in San Jose, California.
The Company believes that plaintiff's claims in this action are without merit
and intends to vigorously defend itself in this action. The Company has filed an
answer in this action denying the plaintiff's allegations and this action is
currently in the discovery stage.
-8-
<PAGE>
The Company has other litigation matters in progress in the ordinary course of
business. In the opinion of management, all of such other pending litigation of
the Company is expected to be resolved without a material adverse effect on the
Company's financial position, results of operations or cash flow.
6. Related Party Transactions
During the first quarter of 1999, the Company incurred approximately $110,000 of
legal fees with a law firm of which a director of the Company is a member.
Approximately $350,000 owed to such law firm is included in accounts payable at
March 31, 1999.
7. Foreign and Domestic Operations
The Company conducts its business within the computer software industry. Foreign
and domestic operations as of March 31, 1999 and 1998, were as follows:
<TABLE>
<CAPTION>
United States Europe Consolidated
------------- ------ ------------
<S> <C> <C> <C>
As of March 31,1999:
Net sales . . . . . . . . . . . . . . . . $ 1,685,370 $ 3,250,158 $ 4,935,528
============ ============ ============
Income (loss) before income taxes . . . . $ (905,288) $ 233,346 $ (671,942)
============ ============ ============
As of March 31,1998:
Net sales . . . . . . . . . . . . . . . . $ 1,875,219 $ 2,048,227 $ 3,923,446
============ ============ ============
Income (loss) before income taxes . . . . $ (773,682) $ 249,790 $ (523,892)
============ ============ ============
Income tax expense. . . . . . . . . . . . $ -- $ 44,971 $ 44,971
============ ============ ============
</TABLE>
8. Subsequent Events
On April 20, 1999 the Company agreed with the holder of the Class C Preferred
Stock that, in the event that the Company calls the Class C Preferred Stock for
redemption within 45 days thereafter, then such holder will have the option to
purchase from the Company 68,000 shares of the marketable securities held by the
Company for an aggregate of $994,500, and to purchase the Company's remaining
52,000 shares of such marketable securities for $1,000,000 of prepaid
advertising credits.
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Statements contained in this Quarterly Report on Form 10-QSB, that are not based
on historical fact, include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements included
in this Form 10-QSB involve known and unknown risks, uncertainties and other
factors which could cause the actual results, performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results,
performance or achievement, based upon current conditions and the most recent
results of operations. Forward-looking statements may be identified by the use
of forward-looking terminology such as "may," "will," "expect," "believe,"
"estimate," "anticipate," "continue" or similar terms, variations of those terms
or the negative of those terms. Potential risks and uncertainties include, among
other things, such factors as:
- the overall level of business and consumer spending for computer
software,
- the market acceptance and amount of sales of the Company's products,
- the extent that the Company's direct marketing programs achieve
satisfactory response rates,
- the ability of the Company to obtain sufficient supplies of successful
products,
- the efficiency of the Company's telemarketing operations,
- the competitive environment within the computer software and direct
marketing industries,
- the Company's ability to raise additional capital,
- unforeseen operational difficulties and financial losses due to year
2000 computer problems,
- the cost-effectiveness of the Company's product development
activities,
- the extent to which the Company is successful in developing, acquiring
or licensing products which are accepted by the market, and
- the other factors and information disclosed and discussed elsewhere in
this Quarterly Report on Form 10-QSB.
Investors should carefully consider such risks, uncertainties and other
information, disclosures and discussions which contain cautionary statements
identifying important factors that could cause actual results to differ
materially from those provided in the forward-looking statements. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
General
The Company makes and sells computer software products for both the United
States domestic and international markets. Most of these products are visual
communication tools comprised of desktop publishing, presentation graphics and
graphics/drawing software for the corporate, SOHO and consumer markets. Our
products are intended to allow the user to improve the visual and graphical
appeal as well as the overall effectiveness of documents and digital images
produced by either the Company's or third parties' desktop publishing, web
publishing, presentation graphics, e-mail, word processing and other similar
applications and products. We currently offer twenty-eight products that operate
on the Windows(R) 98, Windows 95, Windows NT(R) , Windows 3.1 and DOS operating
systems for IBM personal computers and compatibles. We also sell software
products together with certain computer hardware, such as "mouse pens," new
personal computers and digital cameras. We have established a multi-channel
distribution system utilizing direct mail, telemarketing, retail, corporate and
OEM sales channels and also disseminate our software programs over the Internet.
The Company currently derives substantially all of its net sales from products
sold directly to end-users by its direct mail and telemarketing centers, and to
retailers, distributors and corporate purchasers by its internal sales force and
independent sales representatives. We estimate that approximately 93% of our net
sales for the three months ended March 31, 1999 (the "1999 fiscal period") were
generated through the Company's direct sales and telemarketing efforts, compared
to 83% of our net sales for the period ended March 31, 1998 (the "1998 fiscal
period").
-10-
<PAGE>
North America and International net sales for the 1999 fiscal period and the
1998 fiscal period were as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------------------------
1999 1998
---------------------- ---------------------
Amount % Amount %
------ ---- ------ ----
<S> <C> <C> <C> <C>
North America . . . . $ 1,685,370 34.1 $ 1,875,219 47.8
International . . . . 3,250,158 65.9 2,048,227 52.2
Net sales . . . . . . 4,935,528 100.0 $ 3,923,446 100.0
</TABLE>
We believe that end users are continuing to migrate from the Windows 3.1 and
Windows 95 environments to the Windows NT and Windows 98 platforms and to
Internet computing. We expect increased competition, including price
competition, in the computer software and hardware markets in the future.
Several of our competitors sell suites of products which include products that
directly compete with our products. We believe that these offerings of product
suites have and will continue to adversely affect sales of our products as the
individual products within the suites continue to gain increased levels of
inter-operability and functionality. The Company currently does not offer a
suite of general purpose office products; however, we currently offer one
product suite, Serif Publishing Power Suite, as well as products that complement
competitive suite products.
The Company currently is in the process of developing a new website entitled
VisualCities.com. The Company contemplates that this website will be an Internet
portal/community which would provide information, content, goods and services to
users. No assurance can be given that the Company will be able to successfully
develop and operate this website, that it will attract a significant number of
users or that the Company will achieve significant revenues therefrom.
In July 1996, we acquired Serif Inc. and Serif (Europe) Limited (collectively,
the "Serif companies"), which significantly expanded our product line to include
desktop publishing and drawing titles Serif PagePlus and Serif DrawPlus, among
others. In December 1996, we acquired all of the outstanding capital stock of
Software Publishing Corporation ("SPC"), as a result of which our product line
expanded further to include SPC's presentation graphics and other visual
communications and business productivity software products. We continue to
operate the Serif companies and SPC as wholly-owned subsidiaries. Since January
1998, the operations of SPC have been significantly reduced.
We are currently substantially dependent upon sales of our Serif line of
software programs. Microsoft Corporation, Corel Corporation, Adobe Systems and
others sell products targeted for substantially the same market as the Serif
product line, some of which are included in product suites.
We believe that in order to increase net revenues, we must continue to develop
and introduce new technologies and products internally, obtain additional
technologies and products through strategic alliances and acquisitions and
introduce new marketing strategies to include strengthening our marketing
through e-commerce and the Internet. Any inability or delay in executing these
strategies, difficulties encountered in introducing new products or marketing
programs, or failures of our current and future products to compete successfully
with products offered by other vendors, could adversely affect our performance.
The Company's growth is expected to require increases in the number of
employees, expenditures for new product development and expansion of our
e-commerce and Internet sites, the acquisition of product rights, sales and
marketing expenses, and general and administrative expenses.
In the third quarter of the 1998 fiscal year, we began selling our Go Digital
Camera Pak, which consists of a digital camera and digital imaging software
licensed from a third party, as well as certain accessories. The digital imaging
market is fairly new and we may not sustain a profitable level of sales as
competitors focus their marketing efforts, develop enhancements to their
products and develop products that take advantage of technological advances.
-11-
<PAGE>
Results of Operations
Three Month Period Ended March 31, 1999 Compared to the Three Month Period Ended
March 31, 1998
Net Sales. Net sales increased in the 1999 fiscal period by $1,012,082, or
25.8%, to $4,935,528 from $3,923,446 in the 1998 fiscal period. Direct sales
increased to $4,568,003, or 93% of total sales in the 1999 fiscal period,
compared to $3,255,798, or 83%, in the comparable 1998 fiscal period,
representing an increase of $1,312,205, or 40%. The increase in net sales
resulted primarily from sales of the Company's Go Digital Camera Pak direct
response promotion, which was not available for sale in the 1998 fiscal period.
The Company does not expect to be able to sustain the same level of growth in
net sales experienced in the1999 fiscal period during the second quarter due to
supplier capacity and manufacturing difficulties, as well as financing
shortfalls. The Company provided for returns and allowances at 18% of gross
sales in the 1999 period as compared to 4% of gross sales in the 1998 fiscal
period, primarily as a result of a shift to increased hardware sales which has a
greater rate of returns and allowances.
Cost of Good Sold and Gross Profit. Cost of goods sold increased approximately
$575,321, or 60%, from $957,644 in the 1998 fiscal period to $1,532,965 in the
1999 fiscal period, as a result of the Company's approximate 26% growth in sales
volume and a higher proportion of hardware sales. The Company's cost of goods
sold consists primarily of product costs, royalties and inventory allowances for
damaged and obsolete products. Product costs consist of the costs to purchase
the underlying materials and print both boxes and manuals, media costs (CD-ROMs
and other media), assembly costs, and hardware costs. Gross Profit for the 1999
fiscal period was 68.9% compared to 75.6% for the 1998 fiscal period. The
decline in margins results primarily from a change in product mix reflecting
increased hardware sales. Gross profit may be affected from time to time by the
mix of distribution channels used, mix of products sold, and the mix of
international versus domestic revenues. In addition, gross margin is expected to
fluctuate on a quarterly basis as the Company utilizes alternative direct
response promotions.
The Company's gross margins and operating income may be affected in particular
periods by the timing of product introductions, promotional pricing and rebate
offers, as well as by return privileges and marketing promotions in connection
with new product introductions and upgrades. These promotions may have a
negative influence on average selling prices and gross margins. Gross margins
have also been, and may continue to be, adversely affected by competitive
pricing strategies in the industry as a whole, including competitive upgrade
pricing, the OEM business and alternative licensing arrangements.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $1,302,567, or 48.2%, to $4,004,396 in the
1999 fiscal period from $2,701,829 in the 1998 fiscal period, primarily as a
result of increased catalog and direct mail costs, including the cost of
developing an expanded direct-response list in the United States. The Company
also incurred increased costs associated with the Company's expansion into
Germany as well as costs associated with the Company's development of its
anticipated Internet portal/community VisualCities.com.
The Company establishes several of its marketing expenditure levels based on
expected net revenues. The Company periodically reviews and adjusts its variable
expenditure levels based on actual sales volumes. In the future, the Company's
net revenues and operating results could be adversely affected by these and
other factors, such as delays in new product introductions, delays in receiving
single sourced (e.g., digital cameras) or other manufactured product, the mix of
product sales or distribution channels and customer choices regarding operating
systems.
Amortization of Acquired Software and Goodwill. Represents the Company's
amortization of acquired software and goodwill associated with its acquisitions
of Serif and SPC in the 1999 and 1998 fiscal periods.
Unrealized Holding Gain on Marketable Securities. The unrealized holding gain of
$660,000 represents the increase in value of the Company's investment in
marketable securities for the three month period ended March 31, 1999. On April
20, 1999, the Company agreed with the holder of the Class C Preferred Stock
that, in the event that the Company calls the Class C Preferred Stock for
redemption within 45 days thereafter, then such holder will have the option to
purchase from the Company 68,000 shares of the marketable securities held by the
Company for an
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<PAGE>
aggregate of $994,500, and to purchase the Company's remaining 52,000
shares of such marketable securities for $1,000,000 of prepaid advertising
credits.
Product Development. Product development expenses in the 1999 fiscal period
decreased by approximately $101,884, or 40%, to $153,369 from $255,253 in the
1998 fiscal period, principally due to the decreased costs resulting from the
consolidation of our product development efforts. Product development costs as a
percentage of net sales were 3.1% in the 1999 fiscal period and 6.5% for the
1998 fiscal period. The Company capitalized approximately $50,000 of its product
development cost associated with product designs where technological feasibility
has been established and where the product will not be brought to market for at
least twelve months. All other development costs have been expensed in the
period incurred. The Company intends to continue to acquire externally developed
technology, explore strategic alliances and other methods of acquiring or
licensing technology, and invest in certain internal development projects,
including the updating of existing products. The Company believes that
development expenses may increase in dollar amount in the future, although the
Company's long-term goal is to continue to reduce product development costs as a
percentage of sales. Because of the inherent uncertainties associated with
software development projects, there can be no assurance that the Company's
research and development efforts will result in successful product introductions
or increased revenues or profitability.
Other Income. Other income decreased to a net of $17,580 in the 1999 fiscal
period, as compared to $59,638 in the 1998 fiscal period, primarily because
other income in the 1998 fiscal period included a gain on the sale of certain
marketable securities of $25,970.
Liquidity and Capital Resources
During the 1999 fiscal period, the Company's cash and cash equivalents decreased
by $1,281,129 to $1,096,519 at March 31, 1999 from $2,377,648 at December
31,1998, primarily as a result of using $1,180,227 of cash for operations,
$13,519 for equipment, and $83,532 in financing activities. The Company had
working capital of $299,220 at March 31, 1999, a reduction of $135,852 from the
Company's working capital at December 31, 1998 of $435,072, primarily as a
result of losses incurred in the Company's business operations which more than
offset a $660,000 unrealized holding gain on its trading investment in
marketable securities.
The Company believes that its existing cash and cash equivalents and cash
generated from operations, if any, should be sufficient to meet its currently
anticipated liquidity and capital expenditure requirements for the next twelve
months. The Company is pursuing a possible offering of its equity or debt
securities and expects to raise at least one million dollars during the second
quarter of 1999; however, there can be no assurance that the Company will be
successful in completing such an offering, or that the terms of such offering
will be beneficial to the Company or its stockholders. The Company intends to
utilize some of the proceeds of its intended second quarter 1999 offering to
obtain additional camera availability, further develop its Internet
portal/community strategy, expand its European operations, and possibly to
redeem its Class C Preferred Stock. There can be no assurance, however, that the
Company will be successful in attaining its sales or strategic goals, nor that
attaining such goals will have the desired effect on the Company's cash
resources. The Company has a letter of credit facility of $200,000 relating to
certain lease obligations. Serif (Europe) Limited has a letter of credit
facility of approximately $400,000, none of which was drawn upon as of March 31,
1999, with its primary bank in the United Kingdom, which is secured by
substantially all of the assets of Serif (Europe) Limited. There can be no
assurances that the Company will be able to obtain additional financing, if at
all, or that such financing will be on terms acceptable to the Company.
The Company's operating activities for the 1999 fiscal period used cash of
approximately $1,180,227 primarily related to increased direct marketing
expenditures, European expansion, the costs associated with the development of
future software products, and the development of its anticipated Internet
portal/community VisualCities.com while not realizing the cash benefits from its
backlog. The Company intends to continue to utilize its working capital in 1999
for Internet website development, securing additional digital camera supplies,
product development, marketing and advertising, to finance the higher level of
inventory and accounts receivable necessary to support an anticipated increase
in sales, for capital expenditures, including the purchase of computer
equipment, and for
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<PAGE>
internal and external software development. However, the Company's cash
requirements may change depending upon numerous factors, including, without
limitation, the need to finance the licensing or acquisition of third party
software as well as increased inventory and accounts receivable arising from the
sale and shipment of new products.
The Company has a backlog of approximately $700,000 as of March 31,1999,
primarily relating to digital cameras.
In the 1999 fiscal period, approximately 65.9% of the Company's net sales were
generated outside the United States as compared to 52.2% in the 1998 fiscal
period. The Company expects that the percentage of net sales derived from
international net sales will continue to increase as it continues to expand its
foreign sales operations. The Company's exposure to foreign currency gains and
losses is partially mitigated as the Company incurs operating expenses in the
principal foreign currency in which it invoices foreign customers. As of March
31, 1999, the Company had no foreign exchange contracts outstanding. The
Company's foreign exchange gains and losses may be expected to fluctuate from
period to period depending upon the movement in exchange rates.
Net Operating Loss Carryforwards; Possible Tax Obligation
We estimate our consolidated tax net operating loss carryforwards to be
approximately $84 million at December 31, 1998, which expire in years 2002
through 2018, and our general business credit carryover to be approximately $1.5
million, which expires in years 2005 and 2006. These carryforwards are subject
to certain limitations described below. Under Section 382 of the Internal
Revenue Code of 1986, as amended (the "Code"), changes in the ownership or the
business of a corporation that has net operating loss carry forwards can result
in the inability to use or the imposition of significant restrictions on the use
of such net operating loss carry forwards to offset future income and tax
liability of such corporation. An "ownership change" may be deemed to have
occurred under Section 382 of the Code and the regulations thereunder with
respect to both the Company and SPC, and the use by the Company of these net
operating loss carry forwards will be limited. Utilization of the net operating
loss carry forwards of SPC may be further limited by reason of the consolidated
return/separate return limitation year rules. In addition, the SPC net operating
loss carry forwards are also subject to the additional limitation that such
losses can only be utilized to offset the separate taxable income of SPC. We
estimate the maximum utilization of such net operating loss carry forwards to be
approximately $1,200,000 per year for losses through December 31, 1996; losses
incurred thereafter can be fully utilized until expired under present
circumstances. There can be no assurance that we will be able to utilize all of
our net operating loss carry forwards. In addition, the foreign losses incurred
by SPC may decrease or otherwise restrict our ability to claim U.S. tax credits
for foreign income taxes.
We have applied for a closing agreement with the Internal Revenue Service (the
"IRS") pursuant to which we would become jointly and severally liable for SPC's
tax obligations upon occurrence of a "triggering event" requiring recapture of
dual consolidated losses previously utilized by SPC. Such closing agreement
would avoid SPC's being required to recognize a tax of approximately $8 million
on approximately $24.5 million of SPC's previous dual consolidated losses. The
IRS has, to date, refused to grant the Company's application for such a closing
agreement because of alleged deficiencies in SPC's pre-acquisition dual loss
certifications. The IRS has indicated that it will consider alternative
measures, which the Company presently is in the process of implementing, to
correct these deficiencies and allow for such a closing agreement. While the
Company believes that the IRS should agree to such a closing agreement, no
assurance can be given that the IRS will do so and, absent extraordinary relief,
any failure to do so could result in the recognition of this tax liability.
Should such a closing agreement be obtained, in certain circumstances, a future
acquirer of the Company may also be required to agree to a similar closing
agreement in order to avoid the same tax liability, to the extent it is able to
do so. This could have a material adverse effect on our future ability to sell
SPC. The report of our auditors covering the December 31, 1998 consolidated
financial statements contains a paragraph emphasizing these dual consolidated
losses.
Year 2000 Compliance Issues
Many currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish twenty-first century dates
from twentieth century dates. As a result, in less than one year, computer
systems and software used by some
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<PAGE>
companies may need to be upgraded to comply with such "Year 2000"
requirements. We are in the process of conducting a review of issues related to
our Year 2000 compliance. This review is intended to determine the effect of the
turn of the century on the operability of our products, internal and external
information technology ("IT") systems, non-IT systems we utilize to conduct our
business and other internal and external processes which may impact our
operations. In connection with this evaluation, we also intend to review our
vendors and suppliers for Year 2000 compliance and to effect changes where
necessary.
This review process is being conducted in three phases. The first phase
encompasses a review of all of our products, internal and external
systems/processes and vendors and suppliers for Year 2000 compliance. The second
phase is expected to correct all items identified as non-compliant and essential
to our operations. The third phase is contemplated to be a second review to
ensure year 2000 compliance and interoperability of all systems/processes.
We are conducting our review with our current resources and believe that we have
sufficient resources to complete the review process in a timely manner. We
identified one IT system which we believe will need to be replaced. The Company
has expended a total of approximately $60,000 in its year 2000 compliance review
and implementation efforts through March 31, 1999, and anticipates additional
expenditures of approximately $15,000 to complete such review and implementation
efforts. The Company has not determined, at this time, however, what costs and
efforts we would incur to implement any necessary corrections should any
additional deficiencies be found.
We produce computer application software. We have determined that products that
we have developed within the last several years are Year 2000 compliant. We are
currently reviewing products sold by the Company prior to 1994 for Year 2000
compliance. We currently believe that we have no liability concerning any of our
products with respect to Year 2000 requirements.
We do not know, at this time, of any of our products, processes or systems,
which, if found to be non-Year 2000 compliant, would have any significant impact
on the Company. We are developing a contingency plan to address any failure of
our products, vendors or IT systems to be Year 2000 compliant.
Seasonality
The computer software market is characterized by significant seasonal swings in
demand, which typically peak in the fourth quarter of each calendar year. The
seasonal pattern is due primarily to the increased demand for software during
the year-end holiday buying season and reduced retail and corporate demand for
business software during the European Easter and summer vacation period. The
Company expects its net sales and operating results to continue to reflect this
seasonality. The Company's revenues may also experience substantial variations
as a result of a number of factors, such as consumer and business preferences
and introduction of competing titles by competitors, as well as limited time
promotional pricing offers. There can be no assurance that the Company will
achieve consistent growth or profitability on a quarterly or annual basis.
Inflation
The Company believes that inflation has generally not had a material impact on
its operations.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Reference is hereby made to Item 3 of the Company's Annual Report on Form
10-KSB, for the fiscal year ended December 31, 1998, filed April 15, 1999
(Commission File No.: 1-14076), and to the references therein, for a discussion
of all material pending legal proceedings to which the Company or any of its
subsidiaries are parties.
Item 2. Changes in Securities and Use of Proceeds.
In January 1999, the holder of all 930 shares of the Class A 14% Cumulative
Non-Convertible Redeemable Preferred Stock of the Company exchanged such Class A
Preferred Stock shares for (i) the issuance of 930 shares of the Class C 11%
Cumulative Non-Convertible Redeemable Preferred Stock (the "Class C Preferred
Stock") of the Company, (ii) the issuance of warrants to purchase 260,000 shares
of Common Stock, at an exercise price of $1.0625 per share, exercisable
immediately and expiring in January 2006, and (iii) a payment of $7,134
representing all accrued dividends on the Class A Shares through the effective
date of such exchange. The Certificate of Designations with respect to the Class
C Preferred Stock authorizes a class of 1,000 shares of Class C Preferred Stock.
Holders of shares of Class C Preferred Stock will be entitled to (a) cumulative
dividends of $110 per share per annum, payable semi-annually on June 30 and
December 31 of each calendar year, commencing on June 30, 1999, (b) a
liquidation preference of $1,000 per share and (c) the right to elect one
director in the event the Corporation fails to tender in full three consecutive
semi-annual dividend payments. In addition, the Company has the right to redeem
the Class C Preferred Stock, in part or whole, at any time, upon payment of
$1,000 per share of Class C Preferred Stock. The issuance of the 930 shares of
Class Preferred Stock was a private transaction exempt from registration under
Section 4(2) of the Securities Act.
In February 1999, the holder of certain warrants issued by the Company,
exercised warrants to purchase 183,333 shares of Common Stock, at $.03 per
share. The issuance of such 183,333 shares of Common Stock was a private
transaction exempt from registration under Section 4(2) of the Securities Act.
On April 6, 1999, the Company granted to Alan W. Schoenbart, the Company's Vice
President - Finance, Treasurer and Chief Financial Officer, options (the
"Schoenbart Options") to purchase 110,000 shares of Common Stock, at an exercise
price of $1.03125 per share. The Schoenbart Options are exercisable, with
respect to 50,000 shares, immediately and, with respect to an additional 15,000
shares, on each of April 6, 2000, 2001, 2002 and 2003. The Schoenbart Options
expire on April 5, 2009. The issuance of the Schoenbart Options was a private
transaction exempt from registration under Section 4(2) of the Securities Act.
Effective April 6, 1999, the Company issued to H.D. Brous & Co., Inc. ("Brous")
warrants (the "Brous Warrants") to purchase 100,000 shares of Common Stock, at
an exercise price of $1.125 per share, pursuant to a Financial Advisory and
Investment Banking Agreement, dated as of April 6, 1999, between the Company and
Brous. The Brous Warrants are exercisable through April 6, 2004. The Company has
the right to cancel Brous Warrants to purchase 50,000 shares of Common Stock in
the event the Company terminates Brous' investment banking services at any time
after October 6, 1999. The issuance of the Brous Warrants was a private
transaction exempt from registration under Section 4(2) of the Securities Act.
Effective April 6, 1999, the Company issued to Marquis Capital, LLC ("Marquis")
warrants (the "Marquis Warrants") to purchase 45,000 shares of Common Stock, at
an exercise price of $1.125 per share, pursuant to a Financial Advisory and
Investment Banking Agreement, dated as of April 6, 1999, between the Company and
Marquis. The Marquis Warrants are exercisable through April 6, 2004. The
issuance of the Marquis Warrants was a private transaction exempt from
registration under Section 4(2) of the Securities Act.
On April 6, 1999, the Company granted to three employees of the Company options
(the "Employee Options") to purchase an aggregate of 250,000 shares of Common
Stock, at an exercise price of $1.03125 per share. The
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<PAGE>
Employee Options are exercisable, with respect to an aggregate of 62,500
shares, immediately and, with respect to an additional aggregate of 62,500
shares, on each of April 6, 2000, 2001 and 2002. The Employee Options expire on
April 5, 2009. The issuance of the Employee Options were private transactions
exempt from registration under Section 4(2) of the Securities Act.
On April 6, 1999, the Company granted to Keith S. Braun and four other employees
of Kaufman & Moomjian, LLC, counsel to the Company, options (the "K&M Employee
Options") to purchase an aggregate of 25,000 shares of Common Stock, at an
exercise price of $1.03125 per share. The K&M Employee Options are exercisable,
with respect to an aggregate of 6,250 shares, immediately and, with respect to
an additional aggregate of 6,250 shares, on each of April 6, 2000, 2001 and
2002. The K&M Employee Options expire on April 5, 2009. The issuance of the K&M
Employee Options were private transactions exempt from registration under
Section 4(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
The Company has scheduled its 1999 Annual Meeting of Stockholders for July 14,
1999. The record date for the meeting is May 24, 1999. The matters scheduled for
the meeting include: (i) the reelection of Mark E. Leininger as a director in
Class III of the Company's Board of Directors,(ii) approval of an amendment to
the Company's Certificate of Incorporation to change the Company's name to
"Vizacom Inc.", (iii) approval of an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of the Company's
Common Stock to 60,000,000 from 30,000,000, (iv) approval of an amendment to the
Company's 1994 Long Term Incentive Plan to increase the number of shares
available for award thereunder to 5,000,000 from 1,333,333, and (v) approval of
an amendment to the Company's Outside Director and Advisor Stock Option Plan to
(a) increase the number of shares available for award thereunder to 750,000 from
166,666, (b) increase the number of shares underlying each initial and annual
option awarded thereunder and (c) modify the language with respect to the
calculation of the exercise price of options granted thereunder.
On May 13, 1999, Werner E. Haase was elected to the Board of Directors of the
Company in Class I, to serve until the annual meeting of stockholders of the
Company in 2000.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Set forth below are all exhibits to this Quarterly Report on Form 10-QSB.
Number Description
10.1 Letter Agreement, dated April 20,1999, between the Company
and Seafish Partners.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
On January 20, 1999, the Company filed a Current Report on Form 8-K (Date of
Report: January 11, 1999) with the Commission reporting, as an Item 5
disclosure, that (a) the Company had been advised that a Nasdaq Listing
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<PAGE>
Qualification Panel had determined that the Company had complied with the
Panel's requirements for the continued listing of the Common Stock on The Nasdaq
SmallCap Market, (b) the Company had exchanged the then outstanding 930 shares
of Class A Preferred Stock for 930 shares of Class C Preferred Stock and the
Seafish Warrants, (c) the Company had issued 30,000 shares of Common Stock to
Marc E. Jaffe, (d) that the Company had retained Target Capital Corporation as a
consultant, (e) the Company had retained Michel Ladovitch as a consultant and
(f) Kevin D. Sullivan's employment as Chief Financial Officer with the Company
had been terminated.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SOFTWARE PUBLISHING
CORPORATION HOLDINGS, INC.
Dated: May 20, 1999 By:/s/ Mark E. Leininger
-------------------------------------
Mark E. Leininger
President and Chief Executive Officer
(Principal Executive Officer)
Dated: May 20, 1999 By:/s/ Alan W. Schoenbart
-------------------------------------
Alan W. Schoenbart
Vice President - Finance, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
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<PAGE>
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
INDEX TO EXHIBITS
Number Description
10.1 Letter Agreement, dated April 20, 1999, between the Company and
Seafish Partners.
27 Financial Data Schedule.
-20-
April 20, 1999
Seafish Partners
C/o Estudio Chimel
Avenue Luis Maria Campos #799
1426 Capital Federal
Buenos Aires, Argentina
Re: Class C 11% Cumulative Non-Convertible Redeemable Preferred Stock,
Series A ("Class C Preferred Stock")
------------------------------------------------------------------
Dear Sirs:
This letter confirms that as of the date hereof, Software Publishing Corporation
Holdings, Inc. ("SPCH" or the "Company") has agreed with Seafish Partners
("Seafish") that should SPCH call for redemption of any shares of its Class C
Preferred Stock, pursuant to Section 5 of the certificate of designations
relating thereto, within forty-five (45) calendar days of this agreement, the
Company will allow Seafish an option to purchase from the Company up to 120,000
shares of its X-ceed, Inc. common stock holdings at a price equal to $14.625 per
share.
The purchase price of the X-ceed, Inc. common stock will be paid in the
following manner:
1. With respect to 68,000 shares, cash of $994,500.00.
2. With respect to 52,000 shares, prepaid advertising in accordance
with our discussions, with a value of $1.0 million.
If the above accurately states the agreement between the Company and Seafish,
please so indicate by signing where appropriate below.
Sincerely,
Software Publishing Corporation Holdings, Inc.
By: /s/ Mark E. Leininger
President and Chief Operating Officer
Accepted and Agreed to:
Seafish Partners:
By: /s/Paul Stark
Name: Paul Stark
Title: Agent
-21-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
condensed financial statements for the period ended March 31, 1999 and is
qualified in its entirety by reference to such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Mar-31-1999
<CASH> 1,096,519
<SECURITIES> 1,680,000
<RECEIVABLES> 2,031,971
<ALLOWANCES> (852,928)
<INVENTORY> 699,939
<CURRENT-ASSETS> 5,843,365
<PP&E> 458,966
<DEPRECIATION> 40,855
<TOTAL-ASSETS> 8,972,788
<CURRENT-LIABILITIES> 5,544,145
<BONDS> 86,959
0
930,000
<COMMON> 5,267
<OTHER-SE> 2,406,417
<TOTAL-LIABILITY-AND-EQUITY> 8,972,788
<SALES> 4,935,528
<TOTAL-REVENUES> 4,935,528
<CGS> 1,532,965
<TOTAL-COSTS> 1,532,965
<OTHER-EXPENSES> 153,369
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,152
<INCOME-PRETAX> (671,942)
<INCOME-TAX> 0
<INCOME-CONTINUING> (671,942)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (671,942)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
