UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
or
| ¨ | 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 0-25186
CAPTARIS, INC.
(Name of Registrant as Specified in Its Charter)
| Washington | 91-1190085 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) | |
| 10885 N.E. 4th Street, Suite 400 | ||
| Bellevue, WA | 98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrants telephone number, including area code: (425) 455-6000
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 x No ¨
The number of outstanding shares of the registrants common stock as of May 3, 2004 was 32,125,319.
CAPTARIS, INC.
FORM 10-Q
For the Quarter Ended March 31, 2004
| Page | ||||||
| PART I. |
Financial Information | |||||
| Item 1. | 3 | |||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||||
| Item 3. | 24 | |||||
| Item 4. | 25 | |||||
| PART II. |
Other Information | |||||
| Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
26 | ||||
| Item 6. | 26 | |||||
| 27 | ||||||
2
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
CAPTARIS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
| March 31, 2004 |
December 31, 2003 | |||||
| ASSETS | ||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 6,759 | $ | 41,896 | ||
| Short-term investments, available for sale |
50,435 | 28,081 | ||||
| Accounts receivable, net |
12,450 | 13,638 | ||||
| Inventories |
1,495 | 1,973 | ||||
| Prepaid expenses and other |
3,165 | 2,516 | ||||
| Deferred income tax assets |
2,497 | 1,770 | ||||
| Total current assets |
76,801 | 89,874 | ||||
| Long-term investments, available for sale |
34,468 | 25,684 | ||||
| Restricted cash |
1,000 | 1,000 | ||||
| Equipment and leasehold improvements, net |
4,519 | 4,605 | ||||
| Intangible and other assets, net |
6,400 | 6,705 | ||||
| Goodwill |
15,543 | 15,541 | ||||
| Deferred income tax assets |
1,452 | 1,346 | ||||
| Total assets |
$ | 140,183 | $ | 144,755 | ||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||
| Current liabilities: |
||||||
| Accounts payable |
$ | 3,324 | $ | 4,875 | ||
| Accrued compensation and benefits |
2,410 | 4,403 | ||||
| Other accrued liabilities |
1,383 | 1,393 | ||||
| Income taxes payable |
1,884 | 2,999 | ||||
| Deferred revenue |
11,927 | 10,257 | ||||
| Total current liabilities |
20,928 | 23,927 | ||||
| Commitments and contingencies (Note 7) |
||||||
| Redeemable common stock |
3,000 | 3,000 | ||||
| Shareholders equity: |
||||||
| Preferred stock, par value $0.01 per share, 2,000 shares authorized; none issued and outstanding |
| | ||||
| Common stock, par value $0.01 per share, 120,000 shares authorized; 32,120 and 32,358 outstanding, respectively |
316 | 318 | ||||
| Additional paid-in capital |
66,002 | 67,453 | ||||
| Retained earnings |
49,661 | 49,681 | ||||
| Accumulated other comprehensive income |
276 | 376 | ||||
| Total shareholders equity |
116,255 | 117,828 | ||||
| Total liabilities and shareholders equity |
$ | 140,183 | $ | 144,755 | ||
See the accompanying notes to unaudited condensed consolidated financial statements.
3
CAPTARIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Quarter Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Net revenue |
$ | 18,175 | $ | 15,700 | ||||
| Cost of revenue |
6,168 | 5,795 | ||||||
| Gross profit |
12,007 | 9,905 | ||||||
| Operating expenses: |
||||||||
| Research and development |
2,131 | 2,357 | ||||||
| Selling, general and administrative |
10,071 | 9,826 | ||||||
| Amortization of intangibles |
103 | 56 | ||||||
| Stock compensation expense |
4 | 484 | ||||||
| Total operating expenses |
12,309 | 12,723 | ||||||
| Operating loss |
(302 | ) | (2,818 | ) | ||||
| Other income (expense): |
||||||||
| Interest |
339 | 452 | ||||||
| Other, net |
(69 | ) | (43 | ) | ||||
| Other income, net |
270 | 409 | ||||||
| Loss from continuing operations before income tax benefit |
(32 | ) | (2,409 | ) | ||||
| Income tax benefit |
12 | 889 | ||||||
| Loss from continuing operations |
(20 | ) | (1,520 | ) | ||||
| Discontinued operations: |
||||||||
| Income from operations of MediaLinq, net of income taxes |
| 542 | ||||||
| Net loss |
$ | (20 | ) | $ | (978 | ) | ||
| Basic and diluted loss per common share from continuing operations |
$ | 0.00 | $ | (0.05 | ) | |||
| Basic and diluted income per common share from discontinued operations |
0.00 | 0.02 | ||||||
| Basic and diluted net loss per common share |
$ | 0.00 | $ | (0.03 | ) | |||
| Weighted average basic and diluted common shares |
32,293 | 30,220 | ||||||
See the accompanying notes to unaudited condensed consolidated financial statements.
4
CAPTARIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Quarter Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (20 | ) | $ | (978 | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: |
||||||||
| Depreciation and amortization |
950 | 1,137 | ||||||
| Stock compensation expense |
4 | 624 | ||||||
| Stock issued for consulting services |
| 6 | ||||||
| Bad debt provision |
33 | 184 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
1,103 | 2,082 | ||||||
| Inventories |
478 | 743 | ||||||
| Prepaid expenses and other |
(655 | ) | (556 | ) | ||||
| Deferred income tax assets |
(502 | ) | (176 | ) | ||||
| Accounts payable |
(1,549 | ) | (1,720 | ) | ||||
| Accrued compensation and benefits |
(1,988 | ) | (751 | ) | ||||
| Other accrued liabilities |
| (1,120 | ) | |||||
| Income taxes payable |
(1,115 | ) | | |||||
| Deferred revenue |
1,673 | 190 | ||||||
| Net cash used by operating activities |
(1,588 | ) | (335 | ) | ||||
| Cash flows from investing activities: |
||||||||
| Purchase of equipment and leasehold improvements |
(560 | ) | (997 | ) | ||||
| Purchase of investments |
(53,044 | ) | (17,166 | ) | ||||
| Purchase of businesses, net of cash acquired |
(70 | ) | | |||||
| Proceeds from sale and maturities of investments |
21,910 | 21,236 | ||||||
| Net cash (used) provided by investing activities |
(31,764 | ) | 3,073 | |||||
| Cash flows from financing activities: |
||||||||
| Proceeds from exercise of common stock options |
687 | 114 | ||||||
| Repurchase of common stock |
(2,476 | ) | | |||||
| Net cash (used) provided by financing activities |
(1,789 | ) | 114 | |||||
| Net (decrease) increase in cash |
(35,141 | ) | 2,852 | |||||
| Effect of exchange rate changes on cash |
4 | (34 | ) | |||||
| Cash and cash equivalents at beginning of period |
41,896 | 21,971 | ||||||
| Cash and cash equivalents at end of period |
$ | 6,759 | $ | 24,789 | ||||
See the accompanying notes to unaudited condensed consolidated financial statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Quarter ended March 31, 2004
1. Interim Financial Statements
In the opinion of management, the accompanying unaudited condensed consolidated balance sheets and related interim condensed consolidated statements of operations and cash flows have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments considered necessary for fair presentation have been included. Interim results are not necessarily indicative of results for a full year. These unaudited condensed consolidated financial statements should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2003. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual amounts may differ from those estimates. The Companys results of operations may fluctuate as a result of seasonal factors. Historically, the Companys business experiences seasonality with a sequential decline in revenue during the first quarter compared to the fourth quarter of the prior year, and fourth quarter revenue tends to be the largest quarter for revenue during the year.
On September 1, 2003, we completed the sale of our MediaLinq division. As such, MediaLinqs results of operations for the quarter ended March 31, 2003 have been reclassified as discontinued operations.
Certain prior-period balances have been reclassified to conform to the current period presentation.
2. Segment Reporting
Historically, the Company classified its business into two major segments: Software Products and E-document Services. In September 2003, the Company sold its E-document services operating segment, MediaLinq. As a result of the sale, the Company now operates in only one operating segment.
The Companys revenue by country, as determined by shipping destination, was as follows:
| Quarter ended March 31, | ||||||
| 2004 |
2003 | |||||
| (in thousands) | ||||||
| United States |
$ | 13,738 | $ | 11,388 | ||
| United Kingdom |
769 | 771 | ||||
| Canada |
261 | 619 | ||||
| Other |
3,408 | 2,922 | ||||
| Total net revenue |
$ | 18,175 | $ | 15,700 | ||
3. Stock Compensation
During the second quarter of 2001, the Company offered a limited non-compulsory exchange of employee stock options on a less than one-for-one basis. The exchange (which closed on July 10, 2001) resulted in the voluntary cancellation of employee stock options to purchase 3,135,720 shares of our common stock with varying exercise prices greater than $10.00 per share in exchange for 1,286,790 employee stock options with an exercise price of $2.11. The option exchange offer resulted in variable accounting treatment for a total of 1,993,250 options, representing the 1,286,790 new options granted in the exchange, as well as all employee options modified during the year. Variable accounting will continue until all options subject to variable accounting treatment are exercised, cancelled or expire. Variable accounting treatment will result in charges or credits, recorded to stock compensation, dependent on fluctuations in quoted prices for the Companys common stock, and the number of stock options
6
subject to variable accounting that are outstanding for the period, neither of which can be predicted. At March 31, 2004 and 2003, the Company had 230,703 and 1,282,806 options outstanding subject to variable accounting. The Company recorded charges of $4,000 and $624,000 for the first quarter of 2004 and 2003, respectively. The stock compensation charge for the first quarter of 2003 included $484,000 recorded in operating expenses and $140,000 recorded in discontinued operations.
Allocation of stock compensation charges to the operating expense categories is as follows:
| Quarter Ended March 31, | |||||||
| 2004 |
2003 | ||||||
| (in thousands) | |||||||
| Cost of revenue |
$ | 1 | $ | 47 | |||
| Research and development |
(2 | ) | 111 | ||||
| Selling, general and administrative |
5 | 326 | |||||
| Total operating expense |
4 | 484 | |||||
| Discontinued operations |
| 140 | |||||
| Total stock compensation expense |
$ | 4 | $ | 624 | |||
The Company accounts for stock options under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, under which no compensation cost has been recognized other than for stock options subject to variable accounting treatment, as there is no difference between the exercise price and fair market value at the date of grant. Had compensation cost for stock option grants been determined using the fair value method consistent with SFAS No. 123, Accounting for Stock-Based Compensation, the Companys net loss and loss per share would have been as shown in the following pro forma amounts:
| Quarter Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (in thousands, except per share data) |
||||||||
| Net loss, as reported |
$ | (20 | ) | $ | (978 | ) | ||
| Add: Stock compensation expense, as reported, net of income taxes |
2 | 384 | ||||||
| Deduct: Total stock compensation expense determined under fair value based method for all awards, net of income taxes |
586 | 422 | ||||||
| Net loss, pro forma |
$ | (604 | ) | $ | (1,016 | ) | ||
| Net loss per share: |
||||||||
| Basic and diluted as reported |
$ | (0.00 | ) | $ | (0.03 | ) | ||
| Basic and diluted | ||||||||