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Form 10-K
Securities and Exchange Commission
Washington, DC 20549
ANNUAL REPORT PURSUANT TO SECTON 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
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Commission file number 0-17080
UNITRONIX CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 22-2086851
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Newbury Street, Peabody, MA 01960
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(Address of principal executive offices)
(Zip Code)
(Registrant's telephone number, including area code)
(508) 535-3912
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Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
--------------------------
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[X]
1
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405.)
Based upon the last sale price of the stock on August 12, 1998, of $0.125 per
share, the aggregate market value, as of September 11, 1998 of the shares of
common stock held by non-affiliates was $379,234. "Non-affiliates" includes
all share owners of the registrant other than its officers, directors and
owners of more than ten percent of its outstanding stock.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
9,456,932 shares of common stock, no par value, as of September 28, 1998
DOCUMENTS INCORPORATED BY REFERENCE
NONE
2
PART I
Item 1. BUSINESS
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This report contains statements of a forward-looking nature relating to future
events or future financial results of the Company. Investors are cautioned
that such statements are only predictions and that actual events or results may
differ materially. In evaluating such statements, investors should specifically
consider the various factors identified in this report which could cause actual
events or results to differ from those indicated by such forward-looking
statements.
GENERAL
Unitronix Corporation was founded and incorporated in 1975 in the State of New
Jersey, and operated as a distributor of products manufactured by Digital
Equipment Corporation (DEC, now a division of Compaq Computer Corporation) until
1986. In 1986 the Company purchased the PRAXA software package from Xerox
Corporation and since that time has been in the business of marketing, install-
ing and supporting turnkey computer systems incorporating PRAXA and equipment
manufactured by DEC. The Company also separately licenses PRAXA software to
existing users of DEC's VAX and Alpha lines of computers and to purchasers from
other vendors of DEC computer equipment.
PRAXA is a Manufacturing Resource Planning (MRPII) system which integrates
manufacturing, distribution and financial applications into one system that
monitors and supports material requirements planning, capacity planning,
factory order and cost control, inventory control, product sales and distri-
bution and financial accounting.
MRPII systems were well accepted by manufacturing industries by the mid-1980's
and were widely adopted by large and medium sized firms. Sub-sets of MRPII
systems are employed by non-manufacturing firms to help manage specific seg-
ments of their businesses, e.g., wholesale distributors employ the sales,
distribution and financial modules of MRPII systems in their firms while some
service companies use only the financial modules.
PRODUCTS
The Company's software product, PRAXA, is a third generation MRPII system that
was well accepted by the marketplace in the late 1980's and early 1990's. PRAXA
consists of 29 modules that help manufacturing and distribution firms manage
their sales, distribution, manufacturing and accounting functions. PRAXA is
written in COBOL and operates exclusively on DEC's VAX and Alpha computer
systems with the VMS operating system. PRAXA was licensed and installed by
approximately 200 companies at 450 sites, including locations in Mexico and
Canada.
3
PRAXA succeeded in the marketplace because of its rich functionality and adapt-
ability to the customer's unique needs. The Company continually enhanced the
product by incorporating new features and functions, such as the ability to
schedule and control continuous manufacturing operations. New versions of the
software were released annually.
Beginning in the early 1990's the users of commercial computer software began
to demand products that were easier to use, more readily adaptable to their
needs and less expensive to operate and maintain. Systems built around the
client-server paradigm were thought to fulfill those needs, and most existing
and some new suppliers of manufacturing software mounted major development
projects to bring client-server Enterprise Resource Planning (ERP) systems to
market. The demand for conventional MRPII systems fell dramatically to the
point where sales of PRAXA to new customers amounted to only three systems from
1992 to 1998. Since 1991, the Company's revenues have been generated primarily
from the sale of hardware and PRAXA license upgrades, software support, and
additional PRAXA modules to existing customers.
COMPUTER EQUIPMENT
Until 1998, the Company was a reseller of computer systems and operating system
software manufactured by Digital Equipment Corporation. All of the sales of
such equipment and software made since 1992 were to users of the PRAXA MRPII
system. The Company purchased the equipment and software from one of the major
national distributors of DEC equipment. The distributor that was supplying the
Company with computer equipment declined to renew its agreement with the Company
for 1998 due to the small volume of sales that the Company was achieving. The
Company no longer resells computer equipment and operating system software.
CUSTOMER SUPPORT
The Company provides "hot-line" support to PRAXA users from its office in
Westmont, New Jersey. This support is in the nature of resolving specific
problems that users encounter in using the PRAXA software. The support group
also develops enhanced versions of PRAXA that are released periodically. The
newest version, release 11.0, has been in full production release since the Fall
of 1997. This release contains the changes needed to handle dates in the next
century.
PROFESSIONAL SERVICES
The Company provides consulting and training services to PRAXA users. Since
the Company no longer employs any pre-sales or post-sales consultants, all
consulting and training services are being provided by the Company's customer
support group. This group also provides custom programming for PRAXA users.
SALES AND MARKETING
The National Director of Sales is currently the only full-time sales person
employed by the Company. Located in the Chicago area, this individual is
4
responsible for all sales activity for the Company. The primary focus of the
Director of Sales during the past five years has been to sell PRAXA software
upgrades and add-ons and computer system upgrades to existing PRAXA customers.
At present, PRAXA users that are not eligible to receive the latest version of
PRAXA because they are not covered by support agreements are being targeted
to purchase this version because of its capabilities to handle dates in the
twenty-first century.
PRODUCT DEVELOPMENT
Unitronix started a project in 1993 to create a client-server Enterprise
Resource Planning system to sell into the midmarket. A small staff of software
developers and testers was hired, and information systems contractors were
employed to develop some portions of the new system. From mid 1993 through
early 1997, the Company spent approximately $1.6 million on the development of
the new system. This effort resulted in completion of approximately one-half of
the software that was needed for the initial release of the product.
By early 1997 it was evident that new technologies were gaining momentum in the
information systems field. Information systems developed with languages and
tools that were used for developing internet applications held out the promise
to the user of the system of lower development costs, lower deployment and
operating expenses and easier adaptability to the users particular needs.
Faced with the prospect of spending another year and significantly more funds
to complete the development of the client-server system that the Company was
working on, management elected during the last quarter of fiscal 1997 to curtail
the client-server development effort and embark upon a project to convert what
had been accomplished to date into an intranet-based product.
All of the software development work was outsourced to a software developer who
planned to utilize a proprietary software development tool. The Company was
responsible for defining the functional requirements of the system and for
testing the final product prior to installing it at customer sites. A contract
was negotiated with the development firm that would have resulted in a finished
product by the end of calendar year 1998.
As early in the project as December, 1997, the software development firm began
to miss the delivery dates that were established in the contract. Upon
investigation, is was revealed that the proprietary software development tool
that the developer was using was not capable of producing the software that
was needed to meet the functional specifications that the Company had produced.
Attempts were made to get the project "on track", but to no avail. In June,
1998, the Company initiated action to recover the funds that had been advanced
to the developer as well as other expenses incurred during the course of the
failed project. As required by the development contract, this action is in the
form of a hearing by an arbitrator. No date has been set for this hearing.
The Company currently has no plan to develop or acquire an ERP product. The
Company is searching for software products that will allow it to continue in
the business of software sales. The future of the Company is dependent upon
5
finding such products.
PRODUCT PROTECTION : TRADEMARKS
As is typical in the software industry, in order to protect its right in the
software, the Company does not "sell" its PRAXA software products, but instead
provides customers with perpetual, fully-paid licenses to use one or more copies
of the software on specifically identified computer systems. The Company also
seeks to protect its proprietary interest in PRAXA through a combination of
copyright laws, trade secret laws, and contractual agreements (including
nondisclosure obligations) with customers, consultants, employees and others.
Existing United States copyright laws provide only limited protection and even
less protection may be available under foreign laws. While the enforceability
of contractual provisions governing confidentiality cannot be assured in all
cases, the Company believes that they tend to deter unauthorized use of the
Company's proprietary information. "PRAXA" and "Unitronix" are registered
federal trademarks of the Company which will expire, unless renewed, on January
14, 2005 and September 20, 2002, respectively.
EQUIPMENT RESALE
The Company was named a Distributor Affiliated Value Added Reseller (DVAR) for
Pioneer-Standard Electronics, Inc. in May, 1996. This relationship provided
the Company with a source of computer equipment manufactured by Digital Equip-
ment Corporation for resale to its customers. This relationship, which was
for a one year period, was not renewed by Pioneer-Standard in May, 1997, due
to the low volume of equipment sales that had been achieved by the Company
during the one year period of the agreement. The Company currently has no
reseller relationships with providers of computer equipment.
CUSTOMER DEPENDENCE
One customer accounted for $212,900 or 19.8% of the Company's total revenue in
the year ended June 30, 1998. Since $200,000 of the revenue derived from this
customer was for a corporate-wide PRAXA software license, the Company does not
anticipate sales to this customer at comparable levels in future years. No
other single customer accounted for more than 10% of total revenue for the year.
HISTORY OF LOSSES
The Company incurred net losses of $463,817 in fiscal 1996, $802,947 in fiscal
1997 and $251,647 in fiscal 1998. As of June 30, 1998, the Company had an
accumulated deficit of $5,031,182. There can be no assurance that the Company
will be profitable in the future.
The manufacturing applications software market is intensely competitive and
changing rapidly. It is estimated that there are more than three hundred
vendors of ERP and/or MRP II software in the United States, supplying packages
of varying degrees of sophistication to operate on various hardware and
operating system platforms. The majority of the dollar volume of sales of
6
such software has been generated by a few vendors of ERP packages that have
until recently sold almost exclusively to large manufacturing and distribution
firms.
COMPETITION
A number of suppliers of ERP and MRP II software packages have been selling to
midmarket companies, which is the Company's target market, for several years.
Many of these vendors have been selling and installing client-server products
for several years. The vendors that have been selling almost exclusively to
large companies, such as SAP, Baan and Oracle, have begun efforts to sell their
products to midmarket companies. The features and functionality of the products
of these suppliers are well developed since most have been enhancing their
original products for a number of years. The Company cannot successfully compete
for new customers with its existing PRAXA software product.
CONTROL BY EXISTING STOCKHOLDERS
The Company's directors and their families together own approximately 78.1% of
the outstanding shares of the common stock of the Company. As a result, these
stockholders are able to exercise control over matters requiring stockholder
approval, including the election of directors, and mergers, consolidations and
sales of the assets of the Company.
EMPLOYEES
At September 28, 1998, the Company employed 7 persons, including 1 in sales,
3 in customer support, 1 in product management, 1 in finance and adminis-
tration and one clerical support person. Management believes that the Company's
employee relations are satisfactory.
ITEM 2 PROPERTIES
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The Company's executive offices occupy 1600 square feet of rented office space
in Peabody, Massachusetts, at a rental rate of $1,735 per month. The Company is
a tenant at will in this space.
The Company has a three year lease for 1,339 square feet of office space in
Westmont, New Jersey, for the use of its customer support and technical services
operation. The monthly rent for this facility is $1,702 through April 30, 1999,
$1,753 from May 1, 1999 through April 30, 2000, and $1,805 from May 1, 2000
through April 30, 2001, at which time the lease expires.
ITEM 3 LEGAL PROCEEDINGS
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The Company filed suit against Computer Management Sciences, Inc. (CMSI) in
the United States District Court for the District of Massachusetts in Boston,
Massachusetts on October 25, 1996. The suit seeks damages resulting from the
7
breach of three contracts by CMSI to develop portions of the client-server ERP
software, such contracts having been entered into in 1995 and 1996. The
Company is seeking an amount in excess of $150,503, which is the amount that
the Company paid to CMSI during the course of the contracts, plus costs,
interest and such other relief that the Court deems just and equitable. On
January, 17, 1997, CMSI filed a counterclaim in the same Court alleging that
the Company is liable to CMSI in an amount exceeding $200,000 on account of
the Company's alleged breaches of the same contracts. Management believes that
the CMSI counterclaim is without merit and is defending this counterclaim
vigorously. The case is scheduled to go to trial in Boston, Massachusetts on
December 29, 1998.
On June 30, 1998, the Company filed for arbitration against InterObjects, a
software development firm, for breach of contract and failure to meet mile-
stones in the development of a new version of PRAXA. The Company had made
an initial prepayment of $300,000 to InterObjects in September, 1997. In
January, 1998, the Company requested that InterObjects cease work on the system
because of InterObjects nonperformance against the contract. The arbitration
proceedings have not been scheduled.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
The Company did not submit any matters to a vote of the shareholders during the
last quarter of fiscal year 1998.
8
PART II
Item 5 MARKET FOR THE COMPANY'S COMMON STOCK AND
-----------------------------------------
RELATED SECURITY HOLDER MATTERS
-------------------------------
The Company's Common Stock is currently listed on the over the counter
"pink sheets".
The following table sets forth, for the calendar quarters indicated, the high
and low bid prices reported for the Company's Common Stock, by the indicated
source. There were 146 record holders of the Company's Common Stock (including
brokerage firms and other nominees) on September 9, 1998. The Company believes
that there are approximately 450 beneficial shareholders.
Calendar Year Ended December 31, OTC Bulletin Board
- -------------------------------- -------------------------
Bid Prices
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High Low
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1996
Third Quarter No Bid No Bid
Fourth Quarter 0.0625 0.0625
1997
First Quarter 0.0625 0.0625
Second Quarter 0.0625 0.0300
Third Quarter 0.1875 0.0600
Fourth Quarter 0.2500 0.09375
1998
First Quarter 0.1875 0.09375
Second Quarter 0.1875 0.09375
DIVIDEND POLICY
No dividends have been declared by the Board of Directors. The Board of
Directors currently plans to retain any future earnings for use in the Company's
business.
9
Item 6 SELECTED FINANCIAL DATA
-----------------------
Summary Consolidated Financial Information
(in thousands, except per share data)
For fiscal year ending June 30,
-------------------------------
CONSOLIDATED INCOME 1998 1997 1996 1995 1994
STATEMENT DATA: ---- ---- ---- ---- ----
Revenue from Operations $1,076 $940 $1,353 $1,496 $2,081
Loss from Operations (15) (737) (451) (227) (201)
Net Loss (252) (803) (464) (242) (209)
Per Share Data:
Basic and Diluted net Loss
Per Share (.03) (.08) (.05) (.03) (.03)
Shares Used in Computing
Per Share Data 9,456,932 9,456,932 9,456,932 9,456,932 6,028,149
CONSOLIDATED BALANCE SHEET DATA:
Working Capital/(Deficit) $(629) $(1,369) $(600) $(318) $(325)
Total Assets 213 222 272 569 926
Short term debt, including
current maturities of
long-term debt 545 889 344 124 124
Long-term debt, less
current maturities - 7 13 19 26
Shareholder's equity
(deficit) (1,545) (1,294) (491) (27) 214
10
Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
FISCAL YEAR ENDED JUNE 30, 1998 VS. FISCAL YEAR ENDED JUNE 30, 1997
Total revenue for the year increased by 15% from the year ended June 30, 1997
to the year ended June 30, 1998. Revenue from the sale of computer systems
and software licenses increased by 81% to $491,300. Of this amount, $200,000
was for a corporate-wide license for one customer and $170,000 came from three
customers that were not covered by support agreements for copies of the latest
release of PRAXA. The 12% decrease in services revenue was due to lower support
revenue, as customers continue to refuse to renew their PRAXA support agree-
ments. Management expects support revenue to continue to decline during the
next fiscal year as more customers convert to other software or elect to
support PRAXA themselves. Management also believes that it will be successful
in selling upgrades to the year 2000 compliant version of PRAXA to additional
users that are not covered by software support contracts, but is unable to esti-
mate the number or dollar value of these sales.
The cost of computer systems and software licenses declined by 76% from the
year ended June 30, 1997, to the year ended June 30, 1998. A decrease in the
purchase of Xentis software that is resold by Unitronix under the name of PRAXVU
accounted for the decline. The cost of services decreased by 19% from fiscal
1997 to fiscal 1998 since there were fewer customers that were covered by
support agreements.
Product development costs decreased by 66% to approximately $310,000 in fiscal
1998 because the entire development staff was released in June, 1997. The
$310,000 includes $150,000 of the amount that was advanced to InterObjects
for development of a new ERP product for the Company. The other $150,000 of
the advance is treated as other expense on the statement of operations because
the development of the software ceased in January, 1998. There is currently no
other development work underway in the Company. Management plans a future
upgrade release of PRAXA for the purpose of retaining its base of support
customers.
Selling expenses did not change significantly from fiscal 1997 to fiscal 1998.
General and administrative expenses increased by 55% or approximately $119,000
primarily due to increased legal and accounting expenses and additional
personnel costs and expenses associated with relocating the New Jersey support
office. Total costs and expenses decreased by 35% from 1997 to 1998 which,
along with a 15% increase in total revenue, resulted in a 98% decrease in the
loss from operations to $(14,671).
11
Interest expense increased by 53% from 1997 to 1998 due to the higher amount
of notes outstanding during fiscal 1998. As is discussed below, approximately
$676,000 of notes payable to shareholders was converted to preferred stock
during the last quarter of the fiscal year. The Company realized a $10,000 gain
due to forgiveness of debt by a certain creditor, which has been classified as
other income. The net loss decreased from approximately $(803,000) for the year
ended June 30, 1997, to approximately $(252,000) for the year ended June 30,
1998.
FISCAL YEAR ENDED JUNE 30, 1997 VS. FISCAL YEAR ENDED JUNE 30, 1996
Total revenue for the Company decreased by 30% from fiscal 1996 to fiscal 1997.
Revenue from the sale of computer systems and software licenses decreased by
45%, which is a direct reflection of the lack of market acceptance of the third
generation PRAXA MRP II software package. Revenue from services declined by
22% due to less demand for training and consulting services and fewer software
maintenance customers. Management believes that revenue from PRAXA software
support will continue to decline.
The cost of computer systems and software licenses decreased by 88% from fiscal
1996 to fiscal 1997. The only purchases made during the year were for third
party software licenses. The amortization of capitalized software development
expenses declined from $161,596 in fiscal 1996 to $28,567 in fiscal 1997. All
of the PRAXA development expenses that were capitalized in prior years have now
been amortized.
Product development expenses increased by 46% from 1996 to 1997 as the Company
increased the use of consultants and increased the size of its development staff
in an effort to complete the development of the client-server version of PRAXA.
The Company is attempting to recover the funds paid to a consulting firm for
progress billings on three software development contracts because the consulting
firm did not complete the projects.
All other areas of expense declined from 1996 to 1997 due to further reductions
in staffing. Four people, including two in finance and administration, one in
sales and marketing and one in customer support, resigned during the year and
were not replaced. Further expense reductions were made late in the fiscal year
including elimination of the product development staff and a reduction in the
office space rented for the Peabody headquarters. Even with these reductions,
the increased development costs caused total expenses, exclusive of the cost of
computer systems and software licenses, to increase by 13% from 1996 to 1997.
The net loss for the Company increased by approximately $339,000 from 1996 to
1997. $188,000 of the increase is attributable to higher expenses; exclusive of
the cost of computer systems and software licenses,the remainder is due to
decreased revenues.
LIQUIDITY AND CAPITAL RESOURCES
The Company began operating as a debtor in possession under a Chapter 11 reorg-
anization court order on February 18, 1992. A final decree was issued by the
12
Bankruptcy Court on November 3, 1993, closing the Company's case. Final
payments to complete all bankruptcy related obligations were made during the
fiscal year ended June 30, 1994.
During the fourth quarter of fiscal 1998 the Company successfully converted
$956,728 in debt, accounts payable and accrued interest to 956,728 Series A
convertible preferred shares in the Company. The preferred shares carry a
cumulative dividend of 6% per annum. Each preferred share is convertible to one
common share up to June 30, 2000. From July 1, 2000 up to June 30, 2001, each
one and one-half preferred shares are convertible to one common share, and after
June 30, 2001, each preferred share is convertible to one-half common share.
The Company will redeem all outstanding preferred shares from this issuance at
a price of one dollar per share plus accumulated unpaid dividends between July 1
and July 31, 2002, unless prohibited by law from doing so. Note 9 to the
financial statements attached to this report provides additional information
about the preferred shares that were issued.
At June 30, 1998, the working capital deficit was $629,000 as compared to
deficits of $1,369,000 and $600,000 at June 30, 1997 and 1996, respectively.
The debt conversion discussed above, along with increased revenue and decreased
expenses, was responsible for the reduction in the working capital deficit from
June 30, 1997 to June 30, 1998.
In August, 1997, the Company pledged all of its tangible and intangible assets
to the Carolina First Bank as collateral for a $200,000 loan that was used for a
down payment to a software development firm for developing a new ERP product
for the Company. As previously discussed, the Company is currently attempting
to recover these funds from the development firm through arbitration because of
contractual nonperformance.
Management projects that funds from sources other than the sale of existing
products and related services will be needed if the Company is to continue
to operate. The Company is searching for software products that will allow it
to continue in the business of software sales. There can be no assurance that
the needed products or other sources of funds can be obtained, in which case the
Company may be forced to cease operations.
Impact of Recently Issued Accounting Pronouncements
- ---------------------------------------------------
The Financial Accounting Standards Board recently issued Statement No. 130
("SFAS 130"), "Reporting Comprehensive Income". This statement requires
changes in comprehensive income to be shown in a financial statement that is
displayed with the same prominence as other financial statements. While not
mandating a specific financial statement format, the Statement requires that
an amount representing total comprehensive income be reported. The Statement
is effective for fiscal years beginning after December 15, 1997. Reclass-
ification of financial statements for earlier periods is required for compar-
itive purposes. The Company believes the implementation of SFAS 130 will not
have an impact on results on its operations.
13
The FASB also issued Statement No. 131 ("SFAS 131"), "Disclosures about Seg-
ments of an Enterprise and Related Information". This Statement, which super-
sedes Statement No. 14, "Financial Reporting for Segments of a Business Enter-
prise," changes the way public companies report information about segments. The
Company believes the implementation of SFAS 131 will not have an impact on its
operations.
The Statement, which is based on the management approach to segment reporting,
includes requirements to report segment information quarterly and entity-wide
disclosures about products and services, major customers, and the material
countries in which the entity holds assets and reports revenues. The Statement
is effective for periods beginning after December 15, 1997. Restatement for
earlier years is required for comparative purposes unless impracticable. In
addition, SFAS 131 need not be applied to interim periods in the initial year.
In June, 1998, the FASB issued Statement No. 133 ("SFAS 133"), Accounting
for Derivative Instruments and Hedging Activities" which is effective for
fiscal years beginning after June 15, 1999. The statement establishes account-
ing and reporting standards requiring that every derivative instrument be
recorded in the balance sheet as either an asset or liability, measured at its
fair value. SFAS No. 133 also requires that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Adoption of this standard is not expected to have a material
impact on the financial position or results of operations of the Company.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
The information required by this Item is submitted as a separate section of this
report commencing on page 1 attached hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------- ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
The executive officers and directors of Unitronix are as follows:
NAME AGE CURRENT POSITION
- ---- --- ----------------
Jack E. Shaw 64 Chairman of the Board, Chief
Executive Officer, Director
Robert C. Crawford 71 Treasurer, Secretary, Director
14
Dr. Howard L. Morgan 52 Director
Robert G. Sable 58 Director
William C. Wimer 61, Chief Financial Officer,
Vice President of Operations
BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS
JACK E. SHAW is Chairman of the Board and Chief Executive Officer of the
Company. He is also Chairman and CEO of Shaw Resources, Inc., a Greenville,
South Carolina-based investment company and real estate developer. Mr. Shaw is
Also Chairman of Piedmont Software, Inc., President of Carolina Rentals, Inc.,
And owner of Resort Golf, which operates premier miniature golf courses in
Myrtle Beach, South Carolina. Mr. Shaw is also the largest shareholder of
Unitronix Corporation, holding approximately 52% of the outstanding common
shares.
ROBERT C. CRAWFORD was elected to the Board of Directors in January, 1993. He
was appointed Treasurer and Secretary on July 1, 1993. Mr. Crawford was
formerly President, Chief Executive Officer and a Director of Dan River, Inc.,
Floor Coverings Division. He is presently Chairman of the Board of Greenville
Technical College in Greenville, South Carolina.
DR. HOWARD L. MORGAN was named a Director in January, 1993. Dr. Morgan is
President of the Arca Group, Inc., a consulting and investment management firm.
He previously directed Renaissance Technologies Corporation's venture capital
activities. He also serves as a Director of Franklin Electronic Publishers,
Neoware Systems, Infonautics Corp., Quarterdeck Inc., Cylink Corporation, Kentek
Information Systems, MetaCreations, Inc. and Segue Software.
ROBERT G. SABLE, ESQ. has been a Director of the Company since February, 1994.
For more than the past five years he has been Chief Executive Officer of Sable,
Makaroff & Gusky, P.C., a law firm located in Pittsburgh that specializes in
commercial law.
WILLIAM C. WIMER was named Vice President of Operations in March, 1992, with
responsibility for Customer Support and Professional Services activities. He
assumed responsibility for all accounting activities in 1993, was named
Assistant Treasurer in July, 1994, and Chief Financial Officer in June, 1997.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
During the 1998 fiscal year none of the directors, officers or beneficial owners
of more than 10 percent of the Company's common stock failed to file on a timely
basis reports required by Section 16 (a) of the Exchange Act.
15
Item 11. EXECUTIVE COMPENSATION
- -------- ----------------------
The following table sets forth all compensation awarded to, earned by, or paid
by the Company to the following persons for services rendered in all capacities
to the Company during each of the fiscal years ended June 30, 1998, 1997 and
1996 to: (1)the Company's Chief Executive Officer, and (2) each of the other
officers whose total compensation for the fiscal year ended June 30, 1998,
required to be disclosed in column (c) below exceeded $100,000.
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
-------------------
(a) (b) (c) (d) (e) (f)
Name and Other Annual All Other
Principal Position Year Salary Compensation Options Compensation
Jack E. Shaw 1998 (1) - - -
Chief Executive 1997 (1) - - -
Officer 1996 (1) - - -
(1) The Company has not paid Mr. Shaw any compensation for his services to date.
COMPENSATION OF DIRECTORS
The Company currently does not compensate directors for their services; it does
reimburse them for reasonable expenses incurred in performing their duties as
directors.
1993 STOCK OPTION PLAN
At June 30, 1997, 1,000,000 shares of common stock were reserved for issuance
or grant under the Unitronix Corporation 1993 Stock Option Plan. The options
are granted to employees, officers, directors and consultants to the Company.
The exercise price for incentive options must be at least 100% of the fair
market value of the common stock as determined by the Option Committee of the
Board of Directors on the date of the grant, as are the rate of exercisability
and the expiration date of the grant. Options for 210,000 shares were granted
during the year ended June 30, 1998, and options for 3,000 shares expired
because the option holders left the Company. At June 30, 1998, there were
options for 465,000 shares of common stock outstanding.
The following options were granted under the Option Plan during the year ended
June 30, 1998:
INCENTIVE EXERCISE OPTION
OPTIONS PRICE EXPIRATION POTENTIAL VALUE
GRANTED (per share) DATE AT EXPIRATION DATE
- ---------- --------- ---------- ------------------
210,000 shares(3) $0.125 February 7, 2004 $25,236.49(1)
common stock $32,922.07(2)
16
(1) Based upon $0.091 market value at time of grant and 5% annual appreciation
in market value.
(2) Based upon $0.091 market value at time of grant and 10% annual appreciation
in market value.
(3) 90,000 of the 210,000 options granted were issued to an outside consultant.
SAVINGS AND PROFIT SHARING PLAN
The Company has in effect the Unitronix Corporation Savings and Profit Sharing
Plan (the "Savings Plan"). All employees of the Company who complete one year
of service in which they are credited with at least 1,000 hours of service, and
who have attained the age of 21, are eligible to participate in the profit
sharing portion of the Savings Plan. Any employee who completes one month of
service with the Company and is at least 21 is eligible to contribute under the
401(k) feature of the Plan. If any employee elects to reduce his salary to
contribute to the Plan, the Company may elect to make a matching contribution
to the Savings Plan equal to fifty percent of the amount of such employee's
salary reduction contribution up to six percent of an employee's salary,
resulting in a maximum Company matching contribution of three percent.
On February 1, 1991, the Savings Plan was amended to make the Company's matching
contribution discretionary. Since February 1, 1991 the Company has made no
matching contributions.
Item 12. SECURITY OWNERSHIP OF CERTAIN
-----------------------------
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth information regarding the beneficial ownership of
the Company's common stock as of September 4, 1998, by those persons owning
beneficially 5% or more of such shares, by each director, and by all executive
officers and directors as a group. The persons named in the table have sole
voting and investment power with respect to all shares of common stock which
they own of record.
NAME AND ADDRESS OF SHARES OF PERCENTAGE OF
BENEFICIAL OWNER(1) COMMON STOCK COMMON STOCK
- ------------------ ------------ ------------
Jack E. Shaw (2) 4,873,673 51.5%
Robert C. Crawford 199.391 2.1%
Howard L. Morgan (3) 1,350,000 14.3%
All Directors and Officers
as a Group (5 persons) 6,423,064 67.9%
17
Samuel H. Jones, Jr. 500,000 5.3%
US Route 40
Woodstown, NJ 08098
Jane Shaw (4) 500,000 5.3%
2320 E. North Street
Greenville, SC 29607
(1)The address of each officer and director of the Company listed in the table
is in care of the Company, One Newbury Street, Peabody, MA 01960
(2)Does not include 500,000 shares owned by Jane Shaw, his wife, and a total
of 500,000 shares owned by Ronald Shaw and Donald Shaw, his and her adult
children.
(3)Includes 30,000 shares held in trusts for the benefit of his three children,
Kimberly Morgan, Elizabeth Morgan and Danielle Morgan.
(4)Does not include 4,873,673 shares owned by Jack E. Shaw, her husband, and a
total of 500,000 shares owned by Ronald Shaw and Donald Shaw, his and her adult
children.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
The information required by this Item is set forth under Notes to Financial
Statements "Related Party Transactions", page 10 attached hereto.
18
PART IV
-------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
- -------- ---------------------------------------------------------------
A. The following documents are filed as a part of this report:
1.Financial Statements
-------------------- PAGE
----
Report of Independent Accountants 1
Balance Sheets at June 30, 1998 and 1997 2
Statements of Operations - Years ended June 30, 1998, 1997 and 1996 3
Statements of Changes in Stockholders' Deficit- 4
Years ended June 30, 1998, 1997 and 1996
Statements of Cash Flows - Years ended June 30, 1998, 1997 and 1996 5
Notes to Financial Statements 6
2.Schedules
---------
SCHEDULE II - Valuation and Qualifying Accounts 19
Schedules not listed above have been omitted because they are not applicable or
are not required or the information required to be set forth therein is included
in the Financial Statements or notes thereto.
3.EXHIBITS (numbers below reference the Exhibit Table of Item 601 of
Regulation S-K)
(3)Articles of Incorporation and By-Laws *
(4)Specimen Common Stock Certificates *
(10)Material Contracts:
10.1 1993 Stock Option Plan **
*Previously filed with the Securities and Exchange Commission on August 12,
1988, as an exhibit to the Company's S-18 registration statement (File Number
33-22494-NY), such previously filed exhibits incorporated herein by reference.
**Previously filed with the Securities and Exchange Commission on August 29,
1994 as an exhibit to the Company's S-8 registration statement, such previously
filed exhibits incorporated herein by reference.
19
B. Reports on Form 8-K
The Company did not file any reports on form 8-K during the last quarter of
fiscal year 1998.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
UNITRONIX CORPORATION
BY:/s/William C. Wimer
--------------------
William C. Wimer
Chief Financial Officer and
Vice President, Operations
DATED: September 28, 1998
------------------
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE POSITION DATE
- --------- -------- ----
/s/Jack E. Shaw
- ------------------ Chairman of the Board and September 28, 1998
Jack E. Shaw Chief Executive Officer
/s/Robert C. Crawford
- ------------------ Secretary/Treasurer and September 28, 1998
Robert C. Crawford Director
/s/Howard L. Morgan
- ---------------- Director September 29, 1998
Howard L. Morgan
/s/Robert G. Sable
- --------------------- Director September 28, 1998
Robert G. Sable, Esq.
21
UNITRONIX CORPORATION
---------------------
FINANCIAL STATEMENTS
--------------------
FOR THE YEARS ENDED JUNE 30, 1998, 1997 AND 1996
------------------------------------------------
UNITRONIX CORPORATION
---------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
for the years ended June 30, 1998, 1997 and 1996
Page(s)
-------
Report of Independent Accountants 1
Balance Sheets as of June 30, 1998 and 1997 2
Statements of Operations for the years ended June 30, 1998, 1997 and 1996 3
Statements of Changes in Stockholders' Deficit for the years ended
June 30, 1998, 1997 and 1996 4
Statements of Cash Flows for the years ended June 30, 1998, 1997 and 1996 5
Notes to Financial Statements 6-18
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Stockholders of
Unitronix Corporation:
In our opinion, the accompanying financial statements listed in the index
appearing under Item 14(a)(1) on page 19 present fairly, in all material
respects, the financial position of Unitronix Corporation at June 30, 1998 and
1997, and the results of its operations and its cash flows for each of the three
years in the period ended June 30, 1998, in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 14(a)(2) on page 19, presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related financial statements. These financial state-
ments and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstate-
ment. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 14, 1998
Page 1
UNITRONIX CORPORATION
---------------------
BALANCE SHEETS
--------------
June 30, 1998 and 1997
ASSETS 1998 1997
------ ---- ----
Current assets:
Cash $75,466 $34,028
Accounts receivable, net of allowance for doubtful
accounts of $3,526 and $4,996 at June 30, 1998 and
1997, respectively 78,941 83,312
Prepaid expenses and other current assets 21,379 23,050
------ ------
Total current assets 175,786 140,390
Property and equipment, at cost less accumulated
depreciation of $535,070 and $601,384 at June 30, 1998
and 1997, respectively 33,894 79,142
Other assets 3,201 2,266
------- ------
Total assets $212,881 $221,798
======= =======
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Note payable - related party 300,000 882,424
Notes payable 245,455 6,323
Accounts payable 50,367 301,874
Accounts payable - related party - 2,550
Accrued expenses 93,888 128,913
Accrued interest 14,250 95,693
Deferred revenue 100,703 91,294
------- -------
Total current liabilities 804,663 1,509,071
Note payable 490 6,850
Commitments and contingencies (Note 7)
Series A preferred stock, $1 par value, 6% cumulative
convertible nonvoting; authorized 1,000,000 shares;
956,728 issued and outstanding at June 30, 1998, net
of issuance costs of $4,400 (Note 9) 952,328 -
Stockholders' deficit:
Undesignated capital shares; authorized 2,000,000 shares at
June 30, 1998, 3,000,000 at June 30, 1997; none outstanding - -
Common stock, no par value; authorized 12,000,000 shares;
9,456,932 issued and outstanding at
June 30, 1998 and 1997 3,485,412 3,485,412
Additional paid-in capital 1,170 -
Accumulated deficit (5,031,182) (4,779,535)
--------- ---------
Total stockholders' deficit (1,544,600) (1,294,123)
--------- ----------
Total liabilities and stockholders' deficit $212,881 $221,798
======= =======
The accompanying notes are an integral part of the financial statements.
Page 2
UNITRONIX CORPORATION
---------------------
STATEMENTS OF OPERATIONS
------------------------
for the years ended June 30, 1998, 1997 and 1996
1998 1997 1996
---- ---- ----
Revenue:
Computer systems and software licenses $491,300 $272,173 $498,664
Services 584,799 667,484 854,207
--------- ------- ---------
Total revenue 1,076,099 939,657 1,352,871
--------- -------- ---------
Costs and expenses:
Cost of computer systems and
software licenses 9,797 41,548 356,919
Cost of services 247,840 304,502 342,280
Product development 310,331 918,603 630,411
Selling and marketing 185,925 194,414 238,837
General and administrative 336,877 217,771 235,396
--------- --------- ---------
Total expenses 1,090,770 1,676,838 1,803,843
--------- --------- ---------
Loss from operations (14,671) (737,181) (450,972)
Interest income (expense), net (96,976) (63,412) (20,005)
Other income (expense), net (Notes 8 and 9) (140,000) (2,354) 7,160
-------- -------- --------
Loss before income taxes (251,647) (802,947) (463,817)
-------- -------- --------
Provision for income taxes - - -
Net loss $(251,647) $(802,947) $(463,817)
======== ======== ========
Basic and diluted net loss per share ($0.03) ($0.08) ($0.05)
Weighted average number of common
shares outstanding 9,456,932 9,456,932 9,456,932
The accompanying notes are an integral part of the financial statements.
Page 3
UNITRONIX CORPORATION
---------------------
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
----------------------------------------------
for the years ended June 30, 1998, 1997 and 1996
Common Stock Additional Total
Shares Paid-In Accumulated Stockholders'
Issued Amount Capital Deficit Deficit
---------------------- ---------- ----------- -------------
Balance,
June 30, 1995 9,456,932 $3,485,412 $(3,512,771) $(27,359)
Net loss (463,817) (463,817)
--------- ---------- --------- ---------
Balance,
June 30, 1996 9,456,932 3,485,412 (3,976,588) (491,176)
Net loss (802,947) (802,947)
--------- ---------- --------- --------
Balance,
June 30, 1997 9,456,932 3,485,412 (4,779,535) (1,294,123)
Issuance of
stock options to
consultant (Note 9) $1,170 - 1,170
Net loss (251,647) (251,647)
--------- ---------- ------- --------- ---------
Balance,
June 30, 1998 $9,456,932 $3,485,412 $1,170 $(5,031,182) $(1,544,600)
========== ========== ====== =========== ============
The accompanying notes are an integral part of the financial statements.
Page 4
UNITRONIX CORPORATION
---------------------
STATEMENTS OF CASH FLOWS
------------------------
for the years ended June 30, 1998, 1997 and 1996
1998 1997 1996
---- ---- ----
Cash flows for operating activities:
Net loss $(251,647) $(802,947) $(463,817)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 45,668 73,462 216,495
Provision for bad debts 1,638 4,740 10,087
Non cash income recognized on exchange
of preferred stock for accounts payable (10,000) - -
Non cash expense on issuance of stock
options to consultant (Note 10) 1,170 - -
Decreases (increases) in operating assets:
Accounts receivable 2,733 (3,404) 42,613
Prepaid expenses and other current assets 1,671 29,589 (6,158)
Other assets (935) 2,584 2,803
Increases (decreases) in operating liabilities:
Accounts payable (34,561) 185,279 (19,394)
Accounts payable-related party (2,550) (8,745) (14,455)
Accrued expenses (35,025) 1,146 42,705
Accrued interest 79,836 62,338 11,321
Deferred revenue 9,409 (26,337) (35,769)
------- ------- -------
Net cash used by operating activities (192,593) (482,295) (213,569)
------- ------- -------
Cash flows for investing activities:
Purchase of equipment (420) (36,263) (31,177)
------- ------- -------
Net cash used by investing activities (420) (36,263) (31,177)
Cash flows from financing activities:
Proceeds from borrowings 535,500 545,000 220,000
Repayments of borrowings (296,649) (5,796) (6,322)
Issuance costs of preferred
stock financing (4,400) - -
------- ------- -------
Net cash provided by financing activities 234,451 539,204 213,678
------- ------- -------
Net increase (decrease) in cash 41,438 20,646 (31,068)
Cash at beginning of year 34,028 13,382 44,450
------- ------- -------
Cash at end of year $75,466 $34,028 $13,382
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $17,140 $1,078 $1,475
Taxes 1,831 1,706 3,842
Noncash financing activities:
Preferred stock issued for notes payable $675,924 - -
Pref. stock issued for accrued interest 161,279 - -
Pref. stock issued for accounts payable 119,525 - -
Notes payable issued for accounts payable 87,421 - -
The accompanying notes are an integral part of the financial statements.
Page 5
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. Summary of Significant Accounting Policies:
------------------------------------------
Basis of Presentation and Business
----------------------------------
Unitronix Corporation (the "Company") operates in one business segment and
licenses PRAXA software which operates on Digital Equipment Corporation
("DEC"), a division of Compaq Computer Corporation, VAX and Alpha computer
equipment.
The Company's current business is the sale and maintenance of PRAXA software.
The Company has continued to incur losses from operations and has a working
capital deficit as of June 30, 1998 of approximately $(629,000), notes
payable to its principal shareholder of $300,000 and other notes payable of
approximately $245,000. As a result, management anticipates that new prod-
ucts as well as additional financing will be required in the foreseeable
future to sustain the Company's operations and to repay the notes. Manage-
ment's plans in continuing their operations and to repay the notes include
acquiring new software products to sell, raising additional funds from new
and existing investors and generating revenues from the sale of existing
products and services. The Company is searching for software products in
order to continue the existing business of software sales. There can be no
assurance that the Company will obtain new products to sell, the financing
or the product revenues needed to continue its operations and to repay
the notes. The financial statements do not include any adjustments that
might result from these uncertainties.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain 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 revenues and expenses during the
reported periods. Actual results could differ from those estimates.
Risks and Uncertainties
-----------------------
The Company is subject to risks common to companies in the high technology
industry including, but not limited to, development by the Company or its
competitors of new technological innovations, dependence on key personnel,
and protection of proprietary technology.
The Company is subject to disputes with a software consulting firm vendor and
a software developer. Although no assurances can be given, in the opinion of
management the results of these disputes will not have a material adverse
effect on the Company's financial condition or results of operations.
Page 6
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
Economic Dependence
-------------------
The Company's PRAXA software runs exclusively on Vax and Alpha computers
manufactured by DEC. Therefore, the Company's PRAXA System business is
dependent upon the continued competitiveness and market acceptance of DEC
computer products.
In the fiscal years ended June 30, 1998 and 1997, one customer accounted for
approximately 20% and 14%, respectively, of total revenue. In the fiscal
year ended June 30, 1996 two customers accounted for approximately 11% and
10% of total revenue.
Revenue Recognition
-------------------
Effective December 31, 1997, the Company adopted Statement of Position 97-2
(Software Revenue Recognition) issued by the American Institute of Certified
Public Accountants. This statement provides guidance on when revenue should
be recognized, and in what amounts for licensing, selling, leasing or
otherwise marketing computer software. Software revenue and computer system
revenue are generally recognized upon product shipment, provided that no
significant vendor obligation exists and collection of the related receivable
is deemed probable by management. Revenue from software maintenance
contracts is recognized ratably over the contractual period, and other
service revenue is generally recognized as the services are provided.
Software Costs
--------------
The Company capitalizes certain software costs after technological
feasibility of the product has been established and ceases capitalization
when the product is available for general release to customers. Costs
incurred prior to the establishment of technological feasibility are charged
to product development costs. Such costs are amortized on a straight-line
basis over the estimated useful life of three years or the ratio of current
revenue to the total of current and anticipated future revenue, whichever is
greater. The Company did not capitalize any software costs for the years
ended June 30, 1998, 1997 and 1996. Amortization of these costs amounted to
$0, $28,328, and $161,596 for fiscal years ended June 30, 1998, 1997, and
1996, respectively, and is included in the cost of computer systems and
software licenses.
Income Taxes
------------
The Company follows the liability method for accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized based
on temporary differences between the financial statement and tax bases of
assets and liabilities using current statutory tax rates. A valuation
allowance is required to offset any net deferred assets if, based upon
weighted available evidence, it is more likely than not that some or all of
the deferred tax assets will not be realized.
Page 7
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
Loss per Common Share
---------------------
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), Earnings per Share, which requires
disclosure of basic earnings per common share and diluted earnings per
common share for all periods presented. The computation of basic and
diluted earnings per share is presented below.
Page 8
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
Basic and diluted net loss per share:
- ------------------------------------
For the Years Ended June 30,
---------------------------
1998 1997 1996
---- ---- ----
Numerator:
Net loss $ (251,647) $(802,947) $(463,817)
Preferred dividends - - -
-------- ------- ---------
Income available to common shareholders $(251,647) $(802,947) $(463,817)
========= ========= =========
Denominator:
Weighted average number of shares issued
and outstanding 9,456,932 9,456,932 9,456,932
Assumed exercise of options reduced by the
number of shares which could have been
purchased with the proceeds of those options - - -
Assumed conversion of preferred stock - - -
-------- --------- ---------
Total shares 9,456,932 9,456,932 9,456,932
--------- --------- ---------
Basic and diluted net loss per share $ (.03) $ (.08) $ (.05)
========= ========= =========
As a result of a net loss for all periods presented, common stock equivalents
are not included in the calculation of weighted average shares since their
effect would be antidilutive.
Property and Equipment
- ----------------------
Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally
three to five years, for financial reporting and accelerated methods for income
taxes. Expenditures for repairs and maintenance which do not increase the
useful life of the related assets are expensed as incurred. Upon retirement or
sale, the cost of the assets disposed of and the related accumulated
depreciation are removed from the accounts; any resulting gain or loss is
credited or charged to income.
Page 9
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
Reclassification of Prior Year Balances
- ---------------------------------------
Certain reclassifications have been made to prior years' financial statements to
conform to the current presentation.
Recently Issued Accounting Pronouncements
- -----------------------------------------
The Financial Accounting Standards Board recently issued Statement No. 130
("SFAS 130"), "Reporting Comprehensive Income". This statement requires
changes in comprehensive income to be shown in a financial statement that is
displayed with the same prominence as other financial statements. While not
mandating a specific financial statement format, the Statement requires that
an amount representing total comprehensive income be reported. The Statement
is effective for fiscal years beginning after December 15, 1997. Reclass-
ification of financial statements for earlier periods is required for compar-
itive purposes. The Company believes the implementation of SFAS 130 will not
have an impact on results of its operations.
The FASB also issued Statement No. 131 ("SFAS 131"), "Disclosures about Seg-
ments of an Enterprise and Related Information". This Statement, which super-
sedes Statement No. 14, "Financial Reporting for Segments of a Business Enter-
prise," changes the way public companies report information about segments.
The Statement, which is based on the management approach to segment reporting,
includes requirements to report segment information quarterly and entity-wide
disclosures about products and services, major customers, and the material
countries in which the entity holds assets and reports revenues. The Statement
is effective for periods beginning after December 15, 1997. Restatement for
earlier years is required for comparative purposes unless impracticable. In
addition, SFAS 131 need not be applied to interim periods in the initial year.
The Company believes the implementation of SFAS 131 will not have an impact on
results of its operations.
In June, 1998, the FASB issued Statement No. 133 ("SFAS 133"), Accounting
for Derivative Instruments and Hedging Activities" which is effective for
fiscal years beginning after June 15, 1999. The statement establishes account-
ing and reporting standards requiring that every derivative instrument be
recorded in the balance sheet as either an asset or liability, measured at its
fair value. SFAS No. 133 also requires that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Adoption of this standard is not expected to have a material
impact on the financial position or results of operations of the Company.
2. Related Party Transactions:
--------------------------
During fiscal 1998, 1997 and 1996, the Company's principal shareholder loaned
the Company $0, $63,000 and $220,000, respectively, under a $400,000 line of
credit agreement which bears interest at the time the funds are loaned at the
greater of either 10% or the bank's prime interest rate plus 2%. The line of
Page 10
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
credit has been fully drawn down and was not renewed by the principal
shareholder on September 1, 1996. In addition, the Company's principal
shareholder loaned the Company $335,500 during 1998 in the form of demand
notes. These notes bear interest at the rate of 10% per annum. Interest
expense related to the aforementioned debt amounted to $23,750. Although no
assurances can be given, management believes that this shareholder does
not intend to demand repayment of the outstanding debt and interest in the
foreseeable future.
On June 30, 1998, the Company entered into an agreement to exchange $675,924
of demand notes outstanding and $152,679 in accrued interest to the principal
shareholder and two other shareholders for 828,603 preferred shares
(see Note 9).
On June 30, 1998, the Company entered into an agreement to exchange $16,125
in accounts payable to an entity controlled by a director of the Company for
16,125 shares of preferred stock (see Note 9).
The Company has a consulting and management agreement with a related entity
controlled by its principal shareholder. The Company charges the related
entity for services it provides as well as fifteen percent of the Company's
rent expense for space occupied by the remaining employees of the related
entity. The Company is owed approximately $0 and $54,550 as of June 30, 1998
and 1997, respectively. The receivable amounts have been offset against the
payable amounts resulting in a net payable of $0 and $2,550 as of June 30,
1998 and 1997, respectively.
3. Property and Equipment:
----------------------
The major classes of property and equipment are as follows:
June 30,
---------------
1998 1997
---- ----
Computer equipment $495,187 $601,195
Office furniture and fixtures 73,777 79,331
------- -------
568,964 680,526
Less: accumulated depreciation (535,070) (601,384)
------- -------
$ 33,894 $ 79,142
======= =======
Depreciation expense for the years ended June 30, 1998, 1997 and 1996 was
$45,668, $45,134 and $54,899, respectively.
Page 11
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
4. Income Taxes:
------------
The components of the deferred tax assets and liabilities as of June 30, 1998
and 1997 were as follows:
1998 1997
---- ----
Deferred tax assets:
Net operating loss carryforwards $ 2,566,879 $2,470,901
Tax credits 197,252 178,142
Other 7,189 -
--------- ---------
Subtotal 2,771,320 2,649,043
Deferred tax liabilities:
Capitalized software costs - -
Net fixed assets 2,396 -
--------- ---------
Subtotal 2,396 -
--------- ---------
Valuation allowance (2,768,924)(2,649,043)
========= =========
Net deferred tax assets - -
The Company has established a valuation allowance for its net deferred tax
assets due to the uncertainty surrounding their realization.
As of June 30, 1998, the Company has net operating loss carry forwards for
federal income tax purposes of approximately $6,370,000 which expire from the
years 2005 through 2013. The Company also has research and development credits
for federal income tax purposes in the amount of $153,243 available to offset
future income taxes. These credits expire from the years 2008 through 2013.
Due to the Company's issuance of stock, the Company's use of its existing net
operating loss carryforwards may be restricted under Section 382 of the Internal
Revenue Code.
A reconciliation of the provision for income taxes at the federal statutory
income tax rate of 34% for the years ended June 30, 1998, 1997 and 1996, with
the provision reflected in the financial statements is as follows:
1998 1997 1996
---- ---- ----
Tax expense (benefit) at federal statutory
income tax rate $ (85,162) $(273,002) $(157,664)
State income taxes, net of federal benefit (15,705) (50,345) (27,550)
Nondeductible business expenses 678 647 1,365
Other (582) 95,949 -
Credits (19,110) (39,200) -
Change in valuation allowance 119,881 265,951 183,849
------- ------- -------
Total tax provision - - -
======= ======= =======
Page 12
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
5. Profit Sharing Plan:
-------------------
The Company has a qualified profit-sharing plan covering substantially all
full-time Company employees. The plan was amended effective July 1, 1986 to
incorporate a "savings" feature under Section 401(k) of the Internal Revenue
Code (IRC), which allows participants to make contributions by salary
reduction subject to annual compensation limits as defined by the IRC.
Certain distributions may be rolled over to a retirement account. The
Company may make matching contributions at a percentage rate determined at
its discretion. Employees vest immediately in their contributions and vest
in the Company contributions over a seven-year period of service.
Contributions under the profit-sharing feature of the plan are discretionary
and determined annually by management. No contributions have been made to
this plan for the years ended 1998, 1997 and 1996.
6. Notes Payable:
-------------
On August 1, 1993, the Company incurred a $37,937 note payable bearing
Interest at 8% due to the Illinois Department of Revenue for settlement of
revenue taxes owed to the State of Illinois. The note is payable in monthly
installments of $527 and will expire on July 1, 1999. The note payable
balance as of June 30, 1998 and 1997 is $6,813 and $13,173, respectively.
On July 14, 1997, the Carolina First Bank loaned the Company $200,000 in the
form of a demand note that was secured by all of the assets of the Company.
The note bears an annual interest rate of 9% and was due on June 30, 1998.
The note was still outstanding as of June 30, 1998. Although no assurances
can be given, management believes that the bank does not intend to demand
repayment of the note in the foreseeable future.
On January 1, 1998 the Company entered into an agreement with Peabody Office
Associates to settle all outstanding unpaid rent due Peabody Office
Associates in exchange for a $18,706 note payable bearing interest at 8% per
annum. The note is payable in monthly installments of $1,560 and will expire
on January 1, 1999. The note payable balance at June 30, 1998 was $9,132.
On January 15, 1998 the Company entered into an agreement with The Registry,
Inc. to settle all outstanding accounts payable due to The Registry in
exchange for a $60,000 note payable bearing interest at 8% per annum. The
note is payable in monthly installments of $5,000 plus interest and will
expire on December 15, 1998. The note payable balance at June 30, 1998 was
$30,000.
7. Commitments and Contingencies:
-----------------------------
As of May 1, 1996 the Company amended the lease agreement for its Mount
Laurel, New Jersey location by extending the agreement for a period of two
years. Rent was payable in monthly installments of $2,568 during the first
year of the lease and $2,780 during the second year of the lease.
Page 13
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
As of June 1, 1997, the Company converted the lease agreement for its
facility in Peabody, Massachusetts to a month-to-month lease. The monthly
rent payment amounts to $1,735.
On May 1, 1998 the Company moved from the Mount Laurel, New Jersey location
to Westmont, New Jersey. The Company entered into a lease agreement for the
Westmont location for a period of three years. Rent is payable in monthly
installments of $1,702 during the first year of the lease, $1,753 during the
second year of the lease, and $1,805 during the third and final year of the
lease.
At June 30, 1998, the Company's future minimum payments under noncancelable
leases were as follows:
Fiscal year 1999 $ 20,526
Fiscal year 2000 21,140
Fiscal year 2001 18,050
Total rental expense was $50,160, $79,989 and $72,868 for the years ended
June 30, 1998, 1997 and 1996, respectively.
8. Legal Proceedings:
-----------------
The Company filed suit against Computer Management Sciences, Inc. (CMSI) in
the United States District Court for the District of Massachusetts on October
25, 1996. The suit seeks damages resulting from the breach of three
contracts by CMSI to develop portions of the client-server ERP software,
which contracts having been entered into in 1995 and 1996. The Company
is seeking an amount in excess of $150,503, which is the amount that the
Company paid to CMSI during the course of the contracts, plus costs, interest
and such other relief that the Court deems just and equitable. On January
17, 1997, CMSI filed a counterclaim in the same Court alleging that the
Company is liable to CMSI in an amount exceeding $200,000 on account of the
Company's alleged breaches of the same contracts. Management believes that
the CMSI counterclaim is without merit and is defending this counterclaim
vigorously. There can be no assurance that a negative outcome will not
result in an adverse effect on the Company's financial position or results of
its operations.
On June 30, 1998, the Company filed for arbitration against InterObjects, a
software development firm, for breach of contract and failure to meet
milestones in the development of a new Praxa/OMS system. The Company made
a prepayment of $300,000 in September of 1997 elated to this contract.
Of the initial prepayment, the Company charged $150,000 to development
expense to capture costs incurred through January of 1998. The remaining
$150,000 of the prepayment was written off in the fourth quarter to other
expense on the statement of operations. During January of 1998, development
of the new Praxa/OMS system by InterObjects ceased and the contract was sub-
sequently terminated.
Page 14
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
9. Preferred Stock:
---------------
On June 30, 1998, the Company converted $675,924 in notes payable, $119,525
in accounts payable and $161,279 in accrued interest into 956,728 shares of
mandatory redeemable, convertible, Series A preferred stock $1.00 per share
par value("preferred stock"). The preferred stock has a 6% cumulative
dividend feature and has no voting rights. The Company incurred $4,400 in
issuance costs associated with the preferred stock offered and has netted
them against the preferred stock carrying amount on the balance sheet. These
costs will be accreted from the date of issue until the date of the mandatory
redemption.
The preferred stock is convertible at the option of the holder into common
stock of the Company. The number of shares of common stock into which
each share of preferred stock may be converted is determined by dividing
$1.00 by the preferred stock conversion price as indicated below:
$1.00 per share of common stock for the period from June 30, 1998 through
June 30, 2000
$1.50 per share of common stock for the period from June 30, 2000 through
June 30, 2001
$2.00 per share of common stock for the period from June 30, 2001 through
June 30, 2002
The Company is required to redeem, within 30 days after June 30, 2002, each
share of preferred stock outstanding as of June 30, 2002 for an amount equal
to the sum of $1.00 per share, plus dividends payable as of June 30, 2002.
In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the Company, the holders of the preferred stock are
entitled to be paid an amount equal to the greater of (a) $1.00 per share
plus all accrued but unpaid preferred dividends or (b) the amount that would
be distributable to the shareholders of the preferred stock if those holders
converted the preferred stock as indicated above.
As part of the conversion of preferred stock, the Company executed an
agreement with Command Systems, Inc. (the "Creditor") a creditor of the
Company, to satisfy $121,500 owed to the Creditor. The agreement called for
one payment of $10,000 and the issuance of 101,500 shares of the preferred
stock to settle all remaining balances owed to the creditor. As part of this
agreement, the Company realized a $10,000 gain which has been included in
other income in the statement of operations.
10.Stock Option Plan:
-----------------
During fiscal 1994 the Company adopted the 1993 Stock Option Plan (the
"Plan"), and reserved 1,000,000 shares of common stock for issuance under the
Plan. Under the Company's incentive and nonqualified stock option plan,
incentive stock options can be granted to employees entitling them to
purchase shares of common stock within one to ten years from the date of
grant at option prices equal to or above the fair market value at the date of
Page 15
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
grant. Nonqualified stock options are generally granted under the same
terms. The exercise price for incentive stock options may not be less than
the fair market value of the common stock on the date of the grant (or 110%
of fair market value in the case of employees or officers holding 10% or more
of the total combined voting power of all classes of stock of the Company).
The vesting period for the options is determined by the option committee at
the time of the grant.
In October 1995, the FASB issued SFAS NO. 123, "Accounting for Stock-Based
Compensation." SFAS NO. 123 is effective for periods beginning after
December 15, SFAS NO. 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value, or provide pro forma disclosure of net
income and earnings per share in the notes to the financial statements. The
Company adopted the disclosure provisions of SFAS NO. 123 in 1996 and has
applied APB Opinion 25 and related interpretations in accounting for its
plans. Had compensation costs for the Company's stock-based compensation
plan been determined and recognized based on the fair value at the grant
dates as calculated in accordance with SFAS NO. 123, the Company's net loss
for the years ended June 30, 1998 and 1997 would have been as follows:
1998 1997
---- ----
Net Loss Net Loss
-------- --------
Reported $(251,647) $(802,947)
Pro forma (253,207) (803,266)
During fiscal 1998, the Company granted 210,000 options of which 90,000 were
granted to an outside consultant. The cost associated with these 90,000
options amounted to $8,190,of which $1,170 has been charged to expense for
the period ended June 30, 1998, in accordance with SFAS NO. 123.
The fair value of each stock option was estimated on the date of grant using
the Black-Scholes option- pricing model. The following weighted-average
assumptions were used in the valuation of the options:
June 30, 1998 June 30, 1997
Expected life 2 years 6 years
Expected volatility 150% 200%
Dividend yield 0% 0%
Risk-free interest rate 5.58% 6.49%
Page 16
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
A summary of the status of the Company's stock option plan as of June 30, 1998,
1997, 1996, and changes during each of the years then ended, is presented below:
Weighted
Average
Exercise
Number of Price per
Shares Share
--------- ---------
Options outstanding June 30, 1995 410,000 $ . 125
Options granted 3,000 . 125
Options exercised . 125
Options canceled . 125
-------
Options outstanding at June 30, 1996 413,000 . 125
Options granted . 125
Options exercised . 125
Options canceled (155,000) . 125
-------
Options outstanding at June 30, 1997 258,000 . 125
Options granted 210,000 . 125
Options exercised . 125
Options canceled (3,000) . 125
-------
Options outstanding at June 30, 1998 465,000 . 125
=======
There were 465,000 options exercisable as of June 30, 1998.
The weighted average grant date fair value per share of the options granted
during 1998 and 1997 was $.091 and $.124, respectively.
The following table summarizes information about stock options outstanding
at June 30, 1998
Options Outstanding Options Exercisable
------------------------------------------------ -----------------------
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life Price Exercisable Price
- -------- ----------- ----------- -------- ----------- ----------
$.125 465,000 7.81 years $.125 465,000 $.125
Page 17
UNITRONIX CORPORATION
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
continued
There are 535,000 options available for grant as of June 30, 1998.
The effects of applying SFAS NO. 123 in this disclosure are not indicative of
future amounts. SFAS NO. 123 does not apply to awards made prior to 1995.
Additional awards in future years are anticipated.
Page 18
UNITRONIX CORPORATION
---------------------
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
---------------------------------------------
Col. A Col. B Col. E Col. D Col. E
- ------ ------ ------ ------ ------
Balance at Charged to
Beginning Costs and Balance at
Description of Period Expenses Deductions* End of Period
----------- ----------- ---------- ---------- -------------
Year ended June 30, 1998:
Allowance for doubtful
accounts $ 4,996 $1,638 $ 3,108 $3,526
Year ended June 30, 1997:
Allowance for doubtful
accounts 10,401 4,740 10,145 4,996
Year ended June 30, 1996:
Allowance for doubtful
accounts 5,925 10,087 5,611 10,401
*Write-off of bad debts
Page 19