UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 000-27427
ALTIGEN COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
| DELAWARE | 94-3204299 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 47427 Fremont Boulevard Fremont, CA |
94538 | |
| (address of principal executive offices) | (zip code) | |
Registrants telephone number, including area code: (510) 252-9712
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 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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
The number of shares of registrants common stock outstanding as of August 6, 2003 was: 13,803,820 shares.
2
PART I. FINANCIAL INFORMATION
| Item 1. | Unaudited Condensed Consolidated Financial Statements |
ALTIGEN COMMUNICATIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share amounts)
| June 30, 2003 |
September 30, 2002 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 7,709 | $ | 7,210 | ||||
| Short-term investments |
2,163 | 4,938 | ||||||
| Accounts receivable, net of allowances of $194 and $227 at June 30, 2003 and September 30, 2002, respectively |
1,622 | 1,656 | ||||||
| Inventories |
868 | 1,263 | ||||||
| Prepaid expenses and other current assets |
363 | 213 | ||||||
| Promissory note from officer / stockholder (Note 3) |
| 343 | ||||||
| Total current assets |
12,725 | 15,623 | ||||||
| Property and equipment: |
||||||||
| Furniture and equipment |
2,080 | 2,033 | ||||||
| Computer software |
922 | 922 | ||||||
| 3,002 | 2,955 | |||||||
| Less: Accumulated depreciation and amortization |
(2,660 | ) | (2,320 | ) | ||||
| Net property and equipment |
342 | 635 | ||||||
| Other non-current assets: |
||||||||
| Long-term investment |
195 | 195 | ||||||
| Long-term deposit |
| 53 | ||||||
| Total other non-current assets |
195 | 248 | ||||||
| Total assets |
$ | 13,262 | $ | 16,506 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 611 | $ | 538 | ||||
| Accrued liabilities: |
||||||||
| Payroll and related benefits |
316 | 316 | ||||||
| Warranty (Note 4) |
633 | 590 | ||||||
| Marketing |
338 | 436 | ||||||
| Other |
660 | 850 | ||||||
| Deferred revenue |
215 | 405 | ||||||
| Total current liabilities |
2,773 | 3,135 | ||||||
| Stockholders equity: |
||||||||
| Convertible preferred stock, $0.001 par value; Authorized 5,000,000 shares; None outstanding at June 30, 2003 and September 30, 2002 |
| | ||||||
| Common stock, $0.001 par value; Authorized 50,000,000 shares; Outstanding 14,784,420 shares at June 30, 2003 and 14,543,606 shares at September 30, 2002 |
15 | 14 | ||||||
| Treasury stock at cost 1,063,895 shares at March 31, 2003 and September 30, 2002 |
(1,014 | ) | (1,014 | ) | ||||
| Additional paid-in capital |
61,883 | 61,740 | ||||||
| Deferred stock compensation |
(14 | ) | (55 | ) | ||||
| Accumulated other comprehensive gain |
| | ||||||
| Accumulated deficit |
(50,381 | ) | (47,314 | ) | ||||
| Total stockholders equity |
10,489 | 13,371 | ||||||
| Total liabilities and stockholders equity |
$ | 13,262 | $ | 16,506 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ALTIGEN COMMUNICATIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
| Three Months Ended June 30, |
Nine Months Ended June 30, |
|||||||||||||||
| 2003 |
2002 |
2003 |
2002 |
|||||||||||||
| Revenues, net |
$ | 3,401 | $ | 2,765 | $ | 8,646 | $ | 6,736 | ||||||||
| Cost of revenues |
1,397 | 1,206 | 3,741 | 3,207 | ||||||||||||
| Gross profit |
2,004 | 1,559 | 4,905 | 3,529 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
1,003 | 1,039 | 3,003 | 3,090 | ||||||||||||
| Sales and marketing |
1,154 | 1,491 | 3,726 | 4,491 | ||||||||||||
| General and administrative |
507 | 547 | 1,420 | 1,622 | ||||||||||||
| Deferred stock compensation (Note 5) |
14 | 93 | 41 | 278 | ||||||||||||
| Total operating expenses |
2,678 | 3,170 | 8,190 | 9,481 | ||||||||||||
| Loss from operations |
(674 | ) | (1,611 | ) | (3,285 | ) | (5,952 | ) | ||||||||
| Interest and other income, net |
45 | 61 | 218 | 229 | ||||||||||||
| Net loss |
$ | (629 | ) | $ | (1,550 | ) | $ | (3,067 | ) | $ | (5,723 | ) | ||||
| Basic and diluted net loss per share |
$ | (0.05 | ) | $ | (0.12 | ) | $ | (0.23 | ) | $ | (0.43 | ) | ||||
| Shares used in computing basic and diluted net loss per share |
13,655 | 13,390 | 13,573 | 13,335 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ALTIGEN COMMUNICATIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| Nine Months Ended June 30, |
||||||||
| 2003 |
2002 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net loss |
$ | (3,067 | ) | $ | (5,723 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities : |
||||||||
| Depreciation and amortization |
340 | 459 | ||||||
| Amortization of deferred stock compensation |
41 | 278 | ||||||
| Changes in operating assets and liabilities |
||||||||
| Accounts receivable |
34 | (168 | ) | |||||
| Inventories |
395 | 954 | ||||||
| Prepaid expenses and other current assets |
(150 | ) | (76 | ) | ||||
| Accounts payable |
73 | 229 | ||||||
| Accrued liabilities |
(245 | ) | 123 | |||||
| Deferred revenue |
(190 | ) | (184 | ) | ||||
| Net cash used in operating activities |
(2,769 | ) | (4,108 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Purchases of short-term investments |
(10,164 | ) | (26,367 | ) | ||||
| Proceeds from sale and maturities of short-term investments |
12,939 | 23,198 | ||||||
| Purchases of property and equipment |
(47 | ) | (86 | ) | ||||
| Increase in other non-current assets |
53 | | ||||||
| Net cash provided by (used in) investing activities |
2,781 | (3,255 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from issuances of common stock |
144 | 209 | ||||||
| Purchase of treasury stock |
| (910 | ) | |||||
| Collection of promissory note from officer/stockholder |
343 | 373 | ||||||
| Unrealized gain on short term investments |
| 5 | ||||||
| Net cash provided by (used in) financing activities |
487 | (323 | ) | |||||