FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 2002
Commission File Number 0-13898
-------
Veramark Technologies, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 16-1192368
-------------------------------- --------------------------
(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
3750 Monroe Avenue, Pittsford, NY 14534
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(585) 381-6000
------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N.A.
-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirement for the past 90 days.
YES XX NO
------------ ---------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of March 31, 2002
Common stock, par value $.10 8,323,689 shares
This report consists of 15 pages.
1
INDEX
Page
----
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets - 3 - 4
March 31, 2002 and December 31, 2001
Condensed Consolidated Statements of Operations - 5
Three Months Ended March 31, 2002 and 2001
Condensed Consolidated Statements of Cash Flows - 6
Three Months Ended March 31, 2002 and 2001
Notes To Condensed Consolidated Financial Statements 7 - 8
Item 2 Management's Discussion and Analysis of 9 - 12
Financial Condition and Results of Operations
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 13 - 14
2
PART I - FINANCIAL INFORMATION
VERAMARK TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 423,951 $ 633,138
Investments 688,421 617,649
Accounts Receivable, trade (net
of allowance for doubtful accounts
of $143,000 and $139,000, respectively) 1,696,423 1,622,846
Inventories , net 144,449 155,159
Prepaid Expenses 97,646 76,175
------------ ------------
Total Current Assets 3,050,890 3,104,967
PROPERTY AND EQUIPMENT
Cost 6,645,921 6,660,276
Less Accumulated Depreciation (5,061,558) (4,911,570)
------------ ------------
Property and Equipment (Net) 1,584,363 1,748,706
OTHER ASSETS:
Software Development Costs (net of
accumulated amortization of $2,299,127
and $2,070,351, respectively) 2,276,380 2,505,156
Pension Assets 2,119,274 2,119,274
Deposits and Other Assets 661,829 659,563
------------ ------------
Total Other Assets 5,057,483 5,283,993
------------ ------------
TOTAL ASSETS $ 9,692,736 $ 10,137,666
============ ============
See notes to Condensed Financial Statements.
3
VERAMARK TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 247,677 $ 190,783
Accrued Compensation and Related Taxes 1,801,000 1,710,169
Deferred Revenue 2,918,026 2,839,332
Capital Lease Obligation - Current 15,884 15,429
Other Accrued Liabilities 123,116 235,678
------------ ------------
Total Current Liabilities 5,105,703 4,991,391
Long Term Portion of Capital Leases 20,793 25,171
Pension Obligation 3,548,304 3,470,039
------------ ------------
Total Liabilities 8,674,800 8,486,601
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10; shares authorized,
40,000,000; shares issued and outstanding
for both periods,8,403,914 840,391 840,391
Additional Paid-in Capital 20,263,490 20,263,490
Retained Deficit (19,601,188) (18,968,059)
Treasury Stock (80,225 shares, at cost) (385,757) (385,757)
Note Receivable for Common Stock (99,000) (99,000)
------------ ------------
Total Stockholders' Equity 1,017,936 1,651,065
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,692,736 $ 10,137,666
============ ============
See notes to Condensed Financial Statements.
4
VERAMARK TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
MARCH 31,
2002 2001
----------- -----------
(Unaudited)
NET SALES
Product Sales $ 970,912 $ 1,735,552
Service Sales 1,667,928 1,588,763
----------- -----------
Total Net Sales 2,638,840 3,324,315
COSTS AND OPERATING EXPENSES:
Cost of Sales 539,860 545,695
Engineering and Software Development 724,431 772,217
Selling, General and Administrative 2,018,985 2,733,491
----------- -----------
Total Costs and Operating Expenses 3,283,276 4,051,403
LOSS FROM OPERATIONS (644,436) (727,088)
NET INTEREST INCOME 11,307 28,939
OTHER INCOME (NOTE 4) -- 315,676
----------- -----------
LOSS BEFORE INCOME TAXES (633,129) (382,473)
INCOME TAXES -- --
----------- -----------
NET LOSS $ (633,129) $ (382,473)
=========== ===========
NET LOSS PER SHARE
Basic $ (0.08) $ (0.05)
=========== ===========
Diluted $ (0.08) $ (0.05)
=========== ===========
See notes to Condensed Financial Statements
5
VERAMARK TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,
2002 2001
----------- -----------
OPERATING ACTIVITIES:
Net loss $ (633,129) $ (382,473)
----------- -----------
Adjustments to reconcile net income (loss) to net cash
used by operating activities
Depreciation and amortization 396,002 346,308
Provision for losses on accounts receivable 7,500 7,500
Provision for inventory obsolescence 6,250 6,250
Loss on disposal of fixed assets 19 1,455
Gain on sale of VeraBill -- (315,676)
Changes in assets and liabilities
Accounts receivable (81,077) 474,273
Inventories 4,460 76,063
Prepaid expenses (21,471) (21,287)
Deposits and other assets (2,266) (13,761)
Accounts payable 56,894 (27,917)
Accrued compensation and related taxes 90,831 105,079
Deferred revenue 78,694 (683,350)
Other accrued liabilities (112,562) 31,631
Pension obligation 78,265 60,155
----------- -----------
Net adjustments 501,539 46,723
----------- -----------
Net cash flows used by operating activities (131,590) (335,750)
----------- -----------
INVESTING ACTIVITIES:
Sale (Purchase) of investments (70,772) 51,546
Additions to property and equipment (2,902) --
Capitalized software development costs -- (427,021)
Proceeds from sale of VeraBill, net of selling expenses -- 941,000
----------- -----------
Net cash flows (used) provided by investing activities: (73,674) 565,525
FINANCING ACTIVITIES:
Repayment of capital lease obligation (3,923) (3,341)
----------- -----------
Net cash flows used by financing activities (3,923) (3,341)
----------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (209,187) 226,434
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 633,138 1,072,421
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 423,951 $ 1,298,855
=========== ===========
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) GENERAL
The accompanying unaudited consolidated financial statements include
all adjustments of a normal and recurring nature which, in the opinion of
Company's management, are necessary to present fairly the Company's financial
position as of March 31, 2002 and the results of its operations and cash flows
for the three months ended March 31, 2002 and 2001.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. These condensed consolidated financial
statements should be read in conjunction with the supplemental consolidated
financial statements and related notes contained in the Company's annual 10-K
Report on Form 10-K to the Securities and Exchange Commission for the year ended
December 31, 2001.
The results of operations for the three months ended March 31, 2002 are
not necessarily indicative of the results to be expected for the full year's
operation.
(2) INVENTORIES, NET
The composition of inventories at March 31, 2002 and December 31, 2001
was as follows:
MARCH 31, DECEMBER 31,
2002 2001
--------- ------------
Purchased parts and components $ 104,579 $ 119,107
Work in process 35,887 32,394
Finished goods 3,983 3,658
--------- ---------
$ 144,449 $ 155,159
========= =========
(3) PROPERTY AND EQUIPMENT
The major classifications of property and equipment at March 31, 2002,
and December 31, 2001 were:
MARCH 31, DECEMBER 31,
2002 2001
----------- ------------
Machinery and equipment $ 775,815 $ 795,098
Computer hardware and software 2,723,677 2,706,067
Furniture and fixtures 1,763,870 1,776,552
Leasehold improvements 1,382,559 1,382,559
----------- ----------
$ 6,645,921 $6,660,276
============ ===========
7
(4) On March 26, 2001, the Company completed the sale of VeraBill, its
billing and customer care product line, to MIND CTI Ltd. of Yokneam,
Israel. The net proceeds from the sale were $941,000, representing cash
received at closing of $1,000,000, less transaction related fees and
expenses of $59,000. After all fees, expenses, and the write-off of
remaining capitalized software associated with the VeraBill product
line, the Company recognized a net gain on the transaction of $315,676.
(5) ACCOUNTING PROUNCEMENTS
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires that obligations
associated with the retirement of a tangible long-lived asset be
recorded as a liability when those obligations are incurred, with the
amount of the liability initially measured at fair value. Upon
initially recognizing a liability for an asset retirement obligation,
an entity must capitalize the cost by recognizing an increase in the
carrying amount of the related long-lived asset. Over time, the
liability is accreted to its present value each period and the
capitalized cost is depreciated over the useful life of the related
asset. Upon settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon
settlement. The provisions of SFAS No. 143 will be required to be
adopted by the Company in fiscal 2003. The Company does not currently
believe adoption of this statement will have a material effect on its
financial position or its results of operations.
In May 2002, the FASB No. 145, "Rescission of regular type FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 eliminates the requirement that
gains and losses from the extinguishments of debt be aggregated and, if
material, classified as an extraordinary item, net of the related
income tax effect. However, an entity is not prohibited from
classifying such gains and losses as extraordinary items, so long as
they meet the criteria outlined in Accounting Principles Board Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions." SFAS No. 145 also
eliminates the inconsistency between the accounting for sale-leaseback
transactions and certain lease modifications that have economic effects
that are similar to sale-leaseback transaction. This statement is
effective for financial statements issued for fiscal years beginning
after May 15, 2002. The Company will adopt SFAS No. 145 in the fiscal
year beginning January 1, 2003 and has determined that adoption will
not have a material effect on its financial position.
8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for the historical information contained herein, the matters
discussed in this report are forward-looking statements, which involve risks and
uncertainties including, but not limited to, economic, competitive, governmental
and technological factors, affecting the Company's operations, markets,
products, services and prices, as well as other factors discussed in the
Company's filings with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
Sales for the quarter ended March 31, 2002 of $2,638,840 were 21% less
than the sales of $3,324,315 for the quarter ended March 31, 2001. The first
quarter of 2001 included approximately $275,000 of sales associated with
VeraBill, the Company's billing and customer care product line, sold in late
March of 2001. After removing those VeraBill sales for comparative purposes, the
sales decrease in the first quarter of 2002 from the first quarter of 2001 was
13%.
The decrease in sales for the first quarter of 2002 as compared to 2001
was attributable to a 32% decrease in sales of the Company's Quantum Series
enterprise products. While quote activity remained strong for Quantum products,
the Company continues to see a trend on the part of customers to delay, whenever
possible, significant capital expenditures in light of current economic
conditions. As a result, several orders expected to be placed during the first
quarter are now expected to be delayed into at least the second quarter of 2002.
Subsequent to the end of the quarter, the Company received a Quantum Series
order encompassing several modules, valued at approximately $451,000 from
McChord Air Force Base. Delivery, installation, and related services attached to
this order is expected to occur in late second and early third quarters.
Sales of the Company's call accounting products increased by 6% for the
quarter ended March 31, 2002, as compared with the quarter ended March 31, 2001.
The increased sales reflect the fourth quarter 2001 release of eCAS, the
Company's new call accounting system, the signing of several new distributors
and an increased sales level from existing distribution channels. eCAS is the
first entirely web-based product of its type in the world, and provides small to
large businesses with a powerful and easy to use method for controlling their
telecom related expenses, managing staff productivity and providing enhanced
security features. Shipments of eCAS began late in the fourth quarter of 2001
and have increased steadily during the first quarter of 2002.
During the first quarter of 2002, the Company announced the signing of
two new distribution contracts, both of which are expected to increase future
call accounting sales. The first was the signing of a three-year distribution
contract with SBC, one of the world's largest communications companies. The new
agreement includes all Veramark product offerings and covers all of SBC's
regional operating groups, including Ameritech, Pac Bell, Southwestern Bell,
Southern New England Telephone and Nevada Bell. First shipments under this
contract began late in the first quarter. The second major announcement in the
first quarter was a new cooperative software trial program with Siemens
Communications Limited and Solitaire Communications Limited in the United
Kingdom. Under the terms of the agreement, Siemens will provide a free 90-day
trial version of the Company's Emerald XP software with every HiPath 3500 and
3700 series switch it sells in the UK. At any time during the trial period, the
customer will have the option of licensing the software off the Internet and
continue use of the system without interruption. The Company expects that this
program will be expanded to include the new eCAS product offering following
international certification, expected in late 2002.
9
For the first quarter of 2002, the Company also recognized an 18%
increase in revenues generated from its Service Bureau operations as compared to
the first quarter of 2001. While service bureau revenues accounted for only 4%
of the Company's first quarter 2002 sales, the Company continues to see a
growing interest in the marketplace among larger organizations to outsource its
telecom requirements. The Company's current service bureau offerings allow
clients to remotely poll, process, and report on telecommunications, activity
and data, and provides standard or customized reports by e-mail, fax or CD-rom.
The Company plans to expand its marketing and sales activity significantly
during 2002 to take advantage of this growing market opportunity.
For the quarter ended March 31, 2002, sales generated from service
activities, which include installation, training, customization and consulting
activities, accounted for 63% of total sales. For the quarter ended March 31,
2001, these service activities accounted for 48% of the Company's total sales.
The gross profit margin for the quarter ended March 31, 2002 was
$2,098,980 or 80% of sales, as compared to a gross profit margin of $2,778,620
or 84% of sales for the quarter ended March 31, 2001. The lower percentage gross
margin reflects increased amortization costs incurred due to the previously
capitalized development costs associated with eCAS now being amortized and
charged to cost of sales.
Net engineering and development expenses for the quarter ended March
31, 2002, were $724,431 as compared to $772,217 for the quarter ended March 31,
2001, a decrease of 6%. Gross engineering and development expenses, however,
were reduced by 40% when comparing the same periods, before the effects of
capitalization attributable to the development of eCAS. The chart below details
gross engineering and development costs, amounts capitalized and the resulting
net engineering and development costs included in the Company's condensed
consolidated Statement of Operations for the quarters ended March 31, 2002 and
2001.
THREE MONTHS ENDED
MARCH 31, MARCH 31,
2002 2001
----------- -----------
Gross engineering and development expense $ 724,431 $ 1,199,238
Less: Development cost capitalized - 0- (427,021)
----------- -----------
Net engineering development expense $ 724,431 $ 772,217
=========== ===========
Selling, general, and administrative expenses of $2,018,985 incurred
for the first quarter of 2002 were 26% lower than the expenses incurred of
$2,733,491 in the quarter ended March 31, 2001. The lower expense level results
from the reduction in employment undertaken throughout 2001. At March 31, 2002,
the company employed 119 full-time employees as compared with 158 at March 31,
2001.
The net loss for the quarter ended March 31, 2002 was $633,129, or
$0.08 per diluted share. For the quarter ended March 31, 2001, the Company
incurred a loss of $382,473, or $0.05 per diluted share, after recording a
one-time gain on the March 2001 sale of the VeraBill product line of $315,676.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2002, total cash and investments were $1,112,372,
compared with $1,250,787 at December 31, 2001. Neither the March 31, 2002 nor
December 31, 2001 amounts referenced above include the
10
cash surrender values of company-owned life insurance policies of approximately
$1.3 million available to fund current operations should it become necessary.
The cash surrender values are included in the Pension Assets category of the
Company's balance sheet.
Accounts receivable increased by 5% from $1,622,846, net of an
allowance for doubtful accounts of $139,000, at December 31, 2001 to $1,696,423,
net of an allowance for doubtful accounts of $143,000 at March 31, 2002. There
were no significant write-offs of uncollectable accounts during the first
quarter of 2002.
Inventories declined from $155,159 at December 31, 2002 to $144,449 at
March 31, 2002. It is expected that inventories will continue to decline in the
future as product offerings that contain a hardware component continue to be
replaced by software-only products.
The cost value of property and equipment at March 31, 2002 was
$6,645,921 as compared to $6,660,276 at December 31, 2001. During the first
quarter of 2002, the Company's capital equipment purchases totaled $2,902.
Additionally, during the first quarter of 2002, the Company disposed of $17,257
of fully depreciated assets.
The net value of software development costs declined from $2,505,156 at
December 31, 2001 to $2,276,380 at March 31, 2002, reflecting current period
amortization costs. There were no development costs capitalized during the first
quarter of 2002, nor are any expected to be capitalized for the remainder of
2002.
Total current liabilities at March 31, 2002 were $5,105,703, an
increase of 2% from the total current liabilities of $4,991,391 at December 31,
2001. Accounts payable increased by 30% from $190,783 at December 31, 2001 to
$247,677 at March 31, 2002. This increase is the result of the timing of
payments to suppliers and does not reflect a change in Company policy regarding
how suppliers are paid.
Accrued compensation and related taxes increased 5% from $1,710,169 at
December 31, 2001 to $1,801,000 at March 31, 2002, reflecting an increase in the
liability recorded for deferred compensation costs related to the issuance of
stock options to employees.
Deferred revenues of $2,918,026 at March 31, 2002 increased by 3% from
the December 31, 2001 total of $2,839,332. Deferred revenues consist of services
for which the Company has billed customers but have not yet performed the
service, and accordingly have not recorded the revenue as of March 31, 2002.
These services include support and maintenance, training, installation, and
consulting services.
Total stockholders equity at March 31, 2002 is $1,017,936 versus
$1,651,065 at December 31, 2001, reflecting the first quarter net loss of
$633,129.
The company maintains a private equity line of credit
agreement with a single institutional investor. Under the equity line, the
Company has the right to sell, to the investor, shares of the Company's common
stock at a price equal to 94% of the average bid price of the stock for the
prior ten trading days. During the term of the agreement, the Company may sell
up to $6 million of common stock to this investor with no more than $500,000 in
any single month. The term of this agreement extends through August 31, 2004.
Despite the operating loss incurred for the quarter ended March 31,
2002, the Company maintained a stable cash position, and believes that at its
current reduced operating expense levels, and access to the cash
11
surrender value of current insurance policies, that sufficient resources are
available to meet the Company's financial obligations for the next twelve
months.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires that obligations associated with
the retirement of a tangible long-lived asset be recorded as a liability when
those obligations are incurred, with the amount of the liability initially
measured at fair value. Upon initially recognizing a liability for an asset
retirement obligation, an entity must capitalize the cost by recognizing an
increase in the carrying amount of the related long-lived asset. Over time, the
liability is accreted to its present value each period and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The provisions of SFAS No. 143 will be
required to be adopted by the Company in fiscal 2003. The Company does not
currently believe adoption of this statement will have a material effect on its
financial position or its results of operations.
In May 2002, the FASB No. 145, Rescission of regular type FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 eliminates the requirement that gains and losses from
the extinguishments of debt be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect. However, an entity is
not prohibited from classifying such gains and losses as extraordinary items, so
long as they meet the criteria outlined in Accounting Principles Board Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." SFAS No. 145 also eliminates the
inconsistency between the accounting for sale-leaseback transactions and certain
lease modifications that have economic effects that are similar to
sale-leaseback transaction. This statement is effective for financial statements
issued for fiscal years beginning after May 15, 2002. The Company will adopt
SFAS No. 145 in the fiscal year beginning January 1, 2003 and has determined
that adoption will not have a material effect on its financial position.
12
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(1) Registrant's Condensed Financial Statements for the three months ended
March 31, 2002 and 2001 are set forth in Part I, Item 1 of this
Quarterly Report on Form 10-Q.
(2) Calculation of loss per share for the three months ended March 31, 2002
and 2001, as set forth as "Exhibit A".
13
EXHIBIT A:
VERAMARK TECHNOLOGIES, INC.
CALCULATIONS OF EARNINGS (LOSS) PER SHARE
THREE MONTHS ENDED
MARCH 31,
2002 2001
---------- -----------
BASIC
-----
Net Loss $ (633,129) $ (382,473)
========== ===========
Weighted Average Common Shares Outstanding 8,323,689 8,188,909
========== ===========
Loss Per Common Share $ (0.08) $ (0.05)
========== ===========
DILUTED
-------
Net Loss $ (633,129) $ (382,473)
========== ===========
Weighted Average Common Shares Outstanding 8,323,689 8,188,909
Additional Dilutive Effect of Stock Options and
Warrants after Application of Treasury Stock Method -- --
---------- -----------
Weighted Average Common Shares Outstanding 8,323,689 8,188,909
========== ===========
Loss per Common Share and Common Equivalent Share $ (0.08) $ (0.05)
========== ===========
14
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.
VERAMARK TECHNOLOGIES, INC.
REGISTRANT
Date: May 14, 2002
--------------------------
/s/ David G. Mazzella
--------------------------------
David G. Mazzella
President and CEO
Date: May 14, 2002
--------------------------
/s/ Ronald C. Lundy
--------------------------------
Ronald C. Lundy
Treasurer (Chief Accounting Officer)
15