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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: 0-21541

 


 

BITSTREAM INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   04-2744890
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

245 First Street, 17th Floor, Cambridge, Massachusetts 02142-1270

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (617) 497-6222

 


 

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

 

On May 12, 2004, there were 8,578,779 shares of Class A Common Stock, par value $0.01 per share issued, including 125,809 issued and designated as treasury shares, and no shares of Class B Common Stock, par value $0.01 per share, issued or outstanding.

 



Table of Contents

INDEX

 

          PAGE
NUMBERS


PART I. FINANCIAL INFORMATION

ITEM 1.

  

CONSOLIDATED FINANCIAL STATEMENTS

    

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2004 AND DECEMBER 31, 2003

   2

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003

   3

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

   4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   5-12

ITEM 2.

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   13

ITEM 3.

  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   19

ITEM 4.

  

CONTROLS AND PROCEDURES

   19
PART II. OTHER INFORMATION

ITEM 1.

  

LEGAL PROCEEDINGS

   20

ITEM 2.

  

CHANGES IN SECURITIES, USE OF PROCEEDS, AND ISSUER REPURCHASES OF EQUITY SECURITIES

   20

ITEM 3.

  

DEFAULTS UPON SENIOR SECURITIES

   20

ITEM 4.

  

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   20

ITEM 5.

  

OTHER INFORMATION

   21

ITEM 6.

  

EXHIBITS AND REPORTS ON FORM 8-K

   21

SIGNATURES

   22

 

1


Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)

 

     March 31,
2004


    December 31,
2003


 
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 4,205     $ 4,367  

Accounts receivable, net of allowance of $26 at March 31, 2004 and December 31, 2003

     825       1,016  

Prepaid expenses and other current assets

     248       61  
    


 


Total current assets

     5,278       5,444  
    


 


Property and equipment, net

     325       347  
    


 


Other assets:

                

Restricted cash

     250       250  

Goodwill

     727       727  

Intangible assets

     231       243  
    


 


Total other assets

     1,208       1,220  
    


 


Total assets

   $ 6,811     $ 7,011  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Current liabilities:

                

Accounts payable

   $ 284     $ 513  

Accrued expenses

     1,112       877  

Current portion of deferred revenue

     612       547  
    


 


Total current liabilities

     2,008       1,937  
    


 


Deferred rent

     204       135  
    


 


Total liabilities

     2,212       2,072  
    


 


Commitments and contingencies (Note 6)

                

Stockholders’ equity :

                

Preferred stock, $0.01 par value

                

Authorized – 6,000 shares Issued and outstanding- 0 at March 31, 2004 and December 31, 2003, respectively

     —         —    

Common stock, $0.01 par value

                

Authorized – 30,500 shares Issued and outstanding- 8,579 and 8,573 at March 31, 2004 and December 31, 2003, respectively

     86       86  

Additional paid-in capital

     32,556       32,551  

Accumulated deficit

     (27,683 )     (27,338 )

Treasury stock, at cost; 126 shares as of March 31, 2004 and December 31, 2003

     (360 )     (360 )
    


 


Total stockholders’ equity

     4,599       4,939  
    


 


Total liabilities and stockholders’ equity

   $ 6,811     $ 7,011  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

2


Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)

 

     Three Months Ended
March 31,


 
     2004

    2003

 

Revenue:

                

Software licenses

   $ 2,284     $ 1,744  

Services

     446       288  
    


 


Total revenue

     2,730       2,032  

Cost of revenue:

                

Software licenses

     681       539  

Services

     180       137  
    


 


Cost of revenue

     861       676  
    


 


Gross profit

     1,869       1,356  
    


 


Operating expenses:

                

Marketing and selling

     693       720  

Research and development

     1,030       1,043  

General and administrative

     491       572  
    


 


Total operating expenses

     2,214       2,335  
    


 


Operating loss

     (345 )     (979 )
    


 


Gain on investment in DiamondSoft, Inc.

     —         93  

Interest and other income (expense), net

     28       (10 )
    


 


Loss before provision for income taxes

     (317 )     (896 )

Provision for income taxes

     28       21  
    


 


Net loss

   $ (345 )   $ (917 )
    


 


Basic and diluted net loss per share

   $ (0.04 )   $ (0.11 )
    


 


Basic and diluted weighted average shares outstanding

     8,449       8,349  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

 

     Three Months Ended
March 31,


 
     2004

    2003

 

CASH FLOWS FROM OPERATING ACTIVITIES:

                

Net loss

   $ (345 )   $ (917 )

Adjustments to reconcile net loss to net cash used in operating activities:

                

Depreciation

     45       55  

Amortization

     23       19  

Gain on investment in DiamondSoft, Inc.

     —         (93 )

Loss on disposal of property and equipment

     —         20  

Changes in operating assets and liabilities:

                

Accounts receivable

     191       45  

Income tax receivable

     —         134  

Prepaid expenses and other assets

     (187 )     (38 )

Accounts payable

     (229 )     176  

Accrued expenses

     235       (80 )

Deferred revenue ( long and short term)

     65       (106 )

Other long term liabilities

     69       —    
    


 


Net cash used in operating activities

     (133 )     (785 )
    


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                

Purchases of property and equipment, net

     (23 )     (44 )

Additions to intangible assets

     (11 )     (13 )
    


 


Net cash used in investing activities

     (34 )     (57 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES:

                

Proceeds from exercise of stock options

     5       —    
    


 


Net cash provided by financing activities

     5       —    
    


 


Net Decrease in Cash and Cash Equivalents

     (162 )     (842 )

Cash and Cash Equivalents, beginning of period

     4,367       4,828  
    


 


Cash and Cash Equivalents, end of period

   $ 4,205     $ 3,986  
    


 


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                

Cash paid for interest

   $ 1     $ 1  

Cash paid (received) for income taxes

   $ 19     $ (120 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

 

(1) Significant Accounting Policies

 

Bitstream Inc. (“Bitstream”) together with its subsidiaries (collectively, the “Company”) develop and market software products and technologies to enhance the creation, transport, viewing and printing of electronic documents. Bitstream enables customers worldwide to render high-quality text, browse the Web on wireless devices, select from the largest collection of fonts online, and customize documents over the Internet. Its product lines include font technology, browsing technology, and publishing technology.

 

(a) Basis of Presentation

 

The consolidated financial statements of the Company presented herein, without audit, have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnote disclosures required by generally accepted accounting principles. The balance sheet information at December 31, 2003 has been derived from the Company’s audited consolidated financial statements. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2003 included in the Company’s Annual Report on Form 10-K, which was filed by the Company with the SEC on March 30, 2004. The balance sheet as of March 31, 2004, the statements of operations for the three months ended March 31, 2004 and 2003, the statements of cash flows for the three months ended March 31, 2004 and 2003, and the notes to each are unaudited, but in the opinion of management include all adjustments necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows of the Company for these interim periods.

 

The results of operations for the three months ended March 31, 2004 may not necessarily be indicative of the results to be expected for the year ending December 31, 2004.

 

(b) Disclosures about Segments of an Enterprise

 

In connection with a recent reorganization of its sales and marketing forces and the elimination of the General Manager position for its Pageflex, Inc. subsidiary, the Company reassessed the segment disclosure requirements of SFAS No. 131 “Disclosure about Segments of an Enterprise and Related information.” As a result of these changes, during 2004, the Company has changed the manner in which it measures and reports its financial results and reports to the Board of Directors. Prior to January 1, 2004 the Company’s CEO, its chief operating decision-maker, assessed individual performances based upon discreet financial information on three segments: Type, MyFonts, and Pageflex. The Company now views its operations and manages its business as principally one segment with three major product lines: fonts and font technology, browsing, and publishing. Prior year segment disclosure has been modified to conform with the current year classification.

 

(c) Revenue Recognition

 

The Company recognizes revenue in accordance with Statement of Position 97-2 (SOP 97-2), “Software Revenue Recognition”, as modified by SOP 98-9, “Modifications of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions”. The Company derives revenues from the license of its software products, professional consulting, and support and maintenance services. License revenue is recognized when persuasive evidence of an agreement exists, the product has been delivered or services have been provided, the fee is fixed or determinable, and collection of the fee is probable.

 

5


Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Licensing fees and royalty revenue include: (1) payments by Original Equipment Manufacturer (“OEM”) and Independent Software Vendor (“ISV”) customers for text imaging and page layout technologies; (2) direct and indirect licenses of software publishing applications for the creation, enhancement, management, transport, viewing and printing of electronic information; (3) direct sales of custom and other type products to end users such as graphic artists, desktop publishers and corporations; and (4) sales of type products to foreign customers primarily through distributors.

 

Certain OEM and ISV customers pay royalties only upon the sublicensing of the Company’s products to end-users. License revenue is recognized when persuasive evidence of an agreement exists, the product has been delivered or services have been provided, the fee is fixed or determinable, and collection of the fee is probable. Revenue from guaranteed minimum royalty licenses is recognized upon delivery of the software license when no further obligations of the Company exist, while revenue on pay-as-you-go licenses is recognized in the period when sublicenses to end users are reported to the Company by the OEM or ISV customer. In certain guaranteed minimum royalty licenses, the Company will enter into extended payment programs with creditworthy customers. Revenue related to extended payment programs is recognized when payment becomes due to the Company.

 

The Company recognizes license revenue from the resale of its products through various resellers. Resellers may sell the Company’s products in either an electronic format or physical CD product format. Revenue is recognized if collection is probable, upon notification from the reseller that it has sold the product or if for a physical product, upon delivery of the software.

 

Revenue from end user product sales is recognized upon delivery of the software, net of estimated returns and allowances, and if collection is probable. Provisions for any estimated losses on uncompleted contracts are made in the period in which such losses become probable. Revenue related to extended payment programs is recognized when payment becomes due to the Company. End user sales include e-commerce revenue generated from the Company’s Web sites from the licensing of Bitstream fonts, font technology and the ThunderHawk browser, licensing of fonts and font technology developed by third parties and from fees received from referring customers to other sites for which we have referral agreements. Referral revenue is recognized at the net amount received by Bitstream and for each of the three months ended March 31, 2004 and 2003 was $3. There are minimal costs associated with the Referral Fee program, which represent the time to load copies of the fonts provided by each participating foundry for addition to the MyFonts.com database, and the Company expenses those costs as incurred.

 

The Company recognizes revenue under multiple-element arrangements using the residual method when vendor-specific objective evidence of fair value exists for all of the undelivered elements under the arrangement. Under the residual method, the arrangement consideration is first allocated to undelivered elements based on vendor-specific objective evidence of the fair value for each element and the residual amount is allocated to the delivered elements. Arrangement consideration allocated to undelivered elements is deferred and recognized as revenue when the elements are delivered, if all other revenue recognition criteria are met. The Company has established sufficient vendor-specific objective evidence for the value of its consulting, training, and other services, based on the price charged when these elements are sold separately. Accordingly, software license revenue is recognized under the residual method in arrangements in which software is licensed with consulting, training or other services.

 

Professional services include custom design and development and training. The Company recognizes professional services revenue under software development contracts as services are provided for per diem contracts or by using the percentage-of-completion method of accounting for long-term fixed price contracts. Provisions for any estimated losses on uncompleted contracts are made in the period in which such losses become probable.

 

6


Table of Contents

BITSTREAM INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The Company recognizes revenue from support and maintenance agreements ratably over the term of the agreement.

 

Deferred revenue includes unearned software maintenance revenue, certain prepaid royalties and advance billings under software development contracts.

 

Cost of revenue from software licenses consists primarily of royalties paid to third party developers and foundries whose products the Company sells, and costs to distribute the product, including the cost of the media on which it is delivered. Cost of revenue from services consists primarily of costs associated with customer support, consulting and custom product development services.

 

The Company generally warrants that its products will function substantially in accordance with documentation provided to customers for approximately 90 days following initial delivery. The Company has not incurred any expenses related to warranty claims.

 

(d) Accounting For Stock-Based Compensation

 

The Company accounts for its employee stock plans using the intrinsic value method. The SFAS 123, “Accounting for Stock-Based Compensation”, as amended by SFAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment to Statement of Financial Accounting Standards No. 123.” disclosures include pro forma net income and earnings per share as if the fair value-based method of accounting had been used. Stock issued to non-employees is accounted for in accordance with SFAS 123 and related interpretations. The following table sets forth the pro forma amounts of net loss and net loss per share that would have resulted if the Company accounted for its employee stock plans under the fair value recognition provisions of SFAS 123, “Accounting for Stock-Based Compensation” (in thousands, except per share amounts):

 

     Three Months Ended
March 31,


 
     2004

    2003

 

Net loss:

                

As reported

   $ (345 )   $ (917 )

Deduct: Total stock based compensation expense determined under the fair value based method for all grants, net of related tax effects

     201       278  
    


 


Pro forma

   $ (546 )   $ (1,195 )