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 the quarterly period ended | June 30, 2002 | |
| Commission file number | 0-10691 | |
DELPHAX TECHNOLOGIES
INC.
| Minnesota |
41-1392000 |
|
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 12500 Whitewater Drive | ||
| Minnetonka, Minnesota |
55343-9420 |
|
| (Address of principal executive offices) | (Zip Code) |
(952) 939-9000
Not Applicable
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No |
| Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practical date. |
| As of August 5, 2002, there were 6,175,898 shares outstanding of Common Stock. |
1
INDEX
DELPHAX TECHNOLOGIES INC. AND SUBSIDIARIES
PART
I. FINANCIAL INFORMATION |
|
| Item 1. | Financial Statements (Unaudited) |
Condensed consolidated balance sheets June 30, 2002 and September 30, 2001 |
|
Condensed consolidated statements of operations Three and nine months ended June 30,
2002 and 2001 |
|
Condensed consolidated statements of cash flows Nine months ended June 30, 2002 and 2001 |
|
Condensed notes to consolidated financial statements June 30, 2002 |
|
| Item 2. | Managements Discussion and Analysis of Results of Operations and Financial Condition |
| Item 3. | Quantitative and Qualitative Disclosure of Market Risk |
PART
II. OTHER INFORMATION |
|
| Item 6. | Exhibits and Reports on Form 8-K |
Exhibit 99.1 Certification |
|
SIGNATURES |
|
2
PART I. FINANCIAL INFORMATION
DELPHAX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | September 30, | |||||||||
| 2002 | 2001 | |||||||||
ASSETS |
||||||||||
CURRENT ASSETS |
||||||||||
Cash and cash equivalents |
$ | 903,938 | $ | 591,536 | ||||||
Short-term investments |
74,550 | | ||||||||
Accounts receivable, less allowance for doubtful
accounts of $122,186 and $51,749 as of June 30,
2002 and September 30, 2001, respectively |
11,288,804 | 10,129,470 | ||||||||
Inventory: |
||||||||||
Raw materials and component parts |
11,380,550 | 7,519,015 | ||||||||
Work-in-progress |
676,276 | 317,800 | ||||||||
Finished goods |
11,123,132 | 3,998,855 | ||||||||
| 23,179,958 | 11,835,670 | |||||||||
Deferred income taxes |
1,301,654 | 842,851 | ||||||||
Other current assets |
2,041,184 | 1,349,280 | ||||||||
TOTAL CURRENT ASSETS |
38,790,088 | 24,748,807 | ||||||||
EQUIPMENT AND FIXTURES |
||||||||||
Machinery and equipment |
19,740,079 | 2,192,448 | ||||||||
Furniture and fixtures |
12,128,532 | 2,440,243 | ||||||||
Leasehold improvements |
7,766,071 | 309,932 | ||||||||
| 39,634,682 | 4,942,623 | |||||||||
Less accumulated depreciation and amortization |
35,075,492 | 3,904,814 | ||||||||
| 4,559,190 | 1,037,809 | |||||||||
TOTAL ASSETS |
$ | 43,349,278 | $ | 25,786,616 | ||||||
See condensed notes to consolidated financial statements.
3
DELPHAX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | September 30, | |||||||||
| 2002 | 2001 | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||
CURRENT LIABILITIES |
||||||||||
Accounts payable |
$ | 4,365,867 | $ | 4,143,228 | ||||||
Accrued expenses |
4,079,897 | 1,763,739 | ||||||||
Income taxes payable |
308,563 | 248,132 | ||||||||
Current portion of bank note payable |
16,274,371 | 595,000 | ||||||||
Deferred revenue |
338,339 | 1,053,893 | ||||||||
Warranty reserves |
313,835 | | ||||||||
TOTAL CURRENT LIABILITIES |
25,680,872 | 7,803,992 | ||||||||
TOTAL LIABILITIES |
25,680,872 | 7,803,992 | ||||||||
SHAREHOLDERS EQUITY |
||||||||||
Common stock par value $.10 per share authorized
50,000,000 shares; issued and outstanding: |
||||||||||
6,175,898 and 6,161,138 as of June 30,
2002 and September 30, 2001, respectively |
617,588 | 616,114 | ||||||||
Additional paid-in capital |
17,059,838 | 17,010,008 | ||||||||
Accumulated other comprehensive loss |
(1,827,204 | ) | (2,089,483 | ) | ||||||
Retained earnings |
1,818,184 | 2,445,985 | ||||||||
TOTAL SHAREHOLDERS EQUITY |
17,668,406 | 17,982,624 | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 43,349,278 | $ | 25,786,616 | ||||||
See condensed notes to consolidated financial statements.
4
DELPHAX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
Sales: |
|||||||||||||||||
Printing equipment |
$ | 2,345,341 | $ | 7,111,323 | $ | 12,035,974 | $ | 21,600,919 | |||||||||
Maintenance, spares and supplies |
11,185,673 | 3,903,899 | 26,339,621 | 11,221,707 | |||||||||||||
NET SALES |
13,531,014 | 11,015,222 | 38,375,595 | 32,822,626 | |||||||||||||
Costs and Expenses: |
|||||||||||||||||
Cost of sales |
6,635,960 | 5,757,112 | 19,070,880 | 17,087,105 | |||||||||||||
Selling, general and administrative |
5,832,610 | 3,941,524 | 15,392,324 | 11,795,496 | |||||||||||||
Research and development |
1,708,238 | 680,235 | 4,194,553 | 2,031,819 | |||||||||||||
| 14,176,808 | 10,378,871 | 38,657,757 | 30,914,420 | ||||||||||||||
| (LOSS) INCOME FROM SYSTEM SALES AND SERVICE | (645,794 | ) | 636,351 | (282,162 | ) | 1,908,206 | |||||||||||
Interest expense |
250,549 | 24,999 | 556,448 | 41,046 | |||||||||||||
Interest income |
(9,758 | ) | (9,834 | ) | (23,422 | ) | (37,917 | ) | |||||||||
Net realized exchange (gain) loss |
(22,948 | ) | 34,236 | (13,377 | ) | 143,831 | |||||||||||
Net unrealized exchange (gain) |
(46,747 | ) | (153,396 | ) | (77,024 | ) | (90,038 | ) | |||||||||
(LOSS) INCOME BEFORE INCOME TAXES |
(816,890 | ) | 740,346 | (724,787 | ) | 1,851,284 | |||||||||||
Income tax (benefit) expense |
(358,400 | ) | 288,330 | (326,100 | ) | 710,487 | |||||||||||
NET (LOSS) INCOME |
$ | (458,490 | ) | $ | 452,016 | $ | (398,687 | ) | $ | 1,140,797 | |||||||
Basic and diluted (loss) earnings per common share |
$ | (0.07 | ) | $ | 0.07 | $ | (0.06 | ) | $ | 0.18 | |||||||
Weighted average number of shares
outstanding during the period |
6,171,365 | 6,169,038 | 6,164,267 | 6,175,938 | |||||||||||||
Weighted average number of shares and equivalents
outstanding during the period, assuming dilution |
6,171,365 | 6,203,568 | 6,164,267 | 6,232,896 | |||||||||||||
See condensed notes to consolidated financial statements.
5
DELPHAX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended | |||||||||
| June 30, | |||||||||
| 2002 | 2001 | ||||||||
OPERATING ACTIVITIES |
|||||||||
Net (loss) income |
$ | (398,687 | ) | $ | 1,140,797 | ||||
Adjustments to reconcile net (loss) income to net cash
used in operating activities: |
|||||||||
Depreciation and amortization |
1,193,793 | 272,400 | |||||||
Loss on disposal of equipment and fixtures |
247,533 | 25,212 | |||||||
Forgiveness of executive officer note |
| 135,186 | |||||||
Other |
(5,923 | ) | 61,672 | ||||||
Changes in operating assets and liabilities: |
|||||||||
Accounts receivable, net |
(1,088,420 | ) | (3,170,549 | ) | |||||
Inventory |
(11,331,963 | ) | (319,386 | ) | |||||
Other current assets |
(1,371,693 | ) | 727,843 | ||||||
Accounts payable and accrued expenses |
2,806,215 | 907,567 | |||||||
Deferred revenue |
(717,814 | ) | (3,033,242 | ) | |||||
Warranty reserves |
313,835 | | |||||||
NET CASH USED IN OPERATING ACTIVITIES |
(10,353,124 | ) | (3,252,500 | ) | |||||
INVESTING ACTIVITIES |
|||||||||
Purchase of equipment and fixtures |
(4,958,885 | ) | (463,069 | ) | |||||
Purchase of short-term investments |
(125,106 | ) | (133,487 | ) | |||||
Proceeds from sale of short-term investments |
66,687 | 176,849 | |||||||
NET CASH USED IN INVESTING ACTIVITIES |
(5,017,304 | ) | (419,707 | ) | |||||
FINANCING ACTIVITIES |
|||||||||
Issuance of common stock |
73,356 | 18,191 | |||||||
Repurchase of common stock |
(22,050 | ) | (78,383 | ) | |||||
Borrowing on bank line of credit, net |
15,679,371 | 1,895,000 | |||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
15,730,677 | 1,834,808 | |||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
(47,847 | ) | (30,731 | ) | |||||
INCREASE (DECREASE) IN CASH AND EQUIVALENTS |
312,402 | (1,868,130 | ) | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
591,536 | 3,043,754 | |||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 903,938 | $ | 1,175,624 | |||||
Supplemental Schedule |
|||||||||
Forgiveness of executive officer note |
| 135,186 | |||||||
See condensed notes to consolidated financial statements.
6
DELPHAX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2002
NOTE A Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the year ended September 30, 2001.
Reclassifications have been made in the prior year to conform to classifications in the current year.
NOTE B Earnings per Share
The following table sets forth the computation of basic and diluted loss and earnings per share:
| For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
Numerator: |
|||||||||||||||||
Net (loss) income |
$ | (458,490 | ) | $ | 452,016 | $ | (398,687 | ) | $ | 1,140,797 | |||||||
Numerator for basic and diluted earnings
per share (loss) income applicable to
common shareholders |
$ | (458,490 | ) | $ | 452,016 | $ | (398,687 | ) | $ | 1,140,797 | |||||||
Denominator: |
|||||||||||||||||
Denominator for basic earnings per share,
weighted average shares |
6,171,365 | 6,169,038 | 6,164,267 | 6,175,938 | |||||||||||||
Dilutive potential common shares, employee
stock options |
| a | 34,530 | | a | 56,958 | |||||||||||
Denominator for earnings per share, assuming
dilution, adjusted weighted average shares |
6,171,365 | 6,203,568 | 6,164,267 | 6,232,896 | |||||||||||||
(Loss) earnings per common share |
$ | (0.07 | ) | $ | 0.07 | $ | (0.06 | ) | $ | 0.18 | |||||||
(Loss) earnings per common share,
assuming dilution |
(0.07 | ) | 0.07 | (0.06 | ) | 0.18 | |||||||||||
a No incremental shares related to options are included because the impact would be antidilutive.
7
NOTE C Comprehensive Income
The components of comprehensive loss and income, net of related tax, for the three- and nine-month periods ended June 30, 2002 and 2001 are as follows:
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||
Net (loss) income |
$ | (458,490 | ) | $ | 452,016 | $ | (398,687 | ) | $ | 1,140,797 | ||||||
Foreign currency translation adjustment |
329,174 | (119,591 | ) | 262,279 | (288,530 | ) | ||||||||||
Comprehensive (loss) income |
$ | (129,316 | ) | $ | 332,425 | $ | (136,408 | ) | $ | 852,267 | ||||||
NOTE D Acquisition of Delphax Systems, Corporate Name Change and Workforce Reduction
On December 20, 2001, the Company and its newly organized Canadian subsidiary acquired substantially all of the North American business assets of Delphax Systems, a Massachusetts general partnership, and Delphax Systems, Inc., a Delaware corporation (collectively, the Acquired Company). The Acquired Company is located in suburban Toronto, Ontario and is engaged in the development, manufacture and distribution of print engines, print management software and a range of digital printing systems incorporating the Acquired Companys proprietary electron-beam imaging technology. The Acquired Company is the supplier of the print engines used in a number of the Companys products.
The purchase price consisted of approximately $15.8 million in cash plus the assumption of approximately $3.4 million of liabilities. The property acquired included fixed assets, inventory, accounts receivable, contract rights, various intellectual property and intangibles, including rights to the name Delphax. Effective April 1, 2002, following an affirmative shareholder vote at the March 21, 2002 annual meeting of shareholders, the Company changed its name from Check Technology Corporation to Delphax Technologies Inc. The wholly-owned subsidiaries of the Company have also been renamed. New and former names are as follows:
| New Name | Former Name | Country | ||