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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 30, 2003
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: 0-32789
EMTEC, INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0273300
(State of incorporation or organization) (I.R.S. Employer Identification No.)
817 East Gate Drive
Mount Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 235-2121
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). [_] Yes [X] No
As of October 31, 2003, there were outstanding 7,080,498 shares of the
registrant's common stock.
EMTEC, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2003
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets
September 30, 2003 (Unaudited) and March 31, 2003............. 1-2
Consolidated Statements of Operations
Three and Six months ended September 30, 2003 (Unaudited)
and 2002 (Unaudited) ......................................... 3
Consolidated Statements of Cash Flows
Six months ended September 30, 2003 (Unaudited)
and 2002 (Unaudited) ......................................... 4
Notes to Consolidated Financial Statements (Unaudited) ....... 5-9
Item 2 - Management's Discussion and Analysis of Financial
Condition and Result of Operations .......................... 10-20
Item 3 - Quantitative and Qualitative Information About Market Risk .... 21
Item 4 - Controls and Procedures ....................................... 22
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K .............................. 23
SIGNATURES ............................................................ 24
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EMTEC, INC.
-----------
CONSOLIDATED BALANCE SHEETS
---------------------------
September 30, March 31,
2003 2003
------------- ------------
(unaudited)
Assets
Current Assets
Cash and cash equivalents $ 132,602 $ 1,792,101
Receivables:
Trade, net 15,254,489 14,553,124
Others 280,655 476,682
Inventories 1,589,010 2,881,868
Prepaid expenses 483,015 462,827
Deferred tax assets 34,954 34,954
------------- ------------
Total Current Assets 17,774,725 20,201,556
Property and equipment, net 923,660 1,190,851
Investment in geothermal power unit,
less accumulated amortization
of $358,258 and $337,478 590,739 611,519
Deferred tax assets 73,325 105,201
Intangible assets 147,415 176,632
Other assets 48,412 48,825
------------- ------------
Total Assets $ 19,558,276 $ 22,334,584
============= ============
The accompanying notes are integral parts of these
consolidated financial statements.
1
EMTEC, INC.
-----------
CONSOLIDATED BALANCE SHEETS
---------------------------
September 30, March 31,
2003 2003
------------- ------------
(unaudited)
Liabilities and Shareholders' Equity
Current Liabilities
Line of credit $ 4,727,482 $ 8,203,290
Accounts payable 9,063,990 8,199,792
Customer deposits 190,000 488,127
Accrued liabilities 1,637,936 1,474,907
Deferred revenues 1,093,696 1,321,013
------------- ------------
Total Current Liabilities 16,713,104 19,687,129
Deferred revenue 735,798 757,023
Deferred tax liability 51,945 51,945
------------- ------------
Total Liabilities 17,500,847 20,496,097
------------- ------------
Shareholders' Equity
Common stock, $.01 par value; 25,000,000
shares authorized; 7,080,498 shares
issued and outstanding 70,805 70,805
Additional paid-in capital 2,210,805 2,210,805
Accumulated deficit (224,181) (443,123)
------------- ------------
Total Shareholders' Equity 2,057,429 1,838,487
------------- ------------
Total Liabilities and
Shareholders' Equity $ 19,558,276 $ 22,334,584
============= ============
The accompanying notes are integral parts of these
consolidated financial statements.
2
EMTEC, INC.
-----------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(unaudited)
Three Months Ended Six Months Ended
September 30, September 30,
---------------------------- ---------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Revenues:
Procurement services $ 21,907,100 $ 20,734,704 $ 45,637,829 $ 36,715,250
Service and consulting 3,862,066 3,694,482 8,564,092 7,205,807
Geothermal 45,388 37,003 92,973 82,352
------------ ------------ ------------ ------------
Total Revenues 25,814,554 24,466,189 54,294,894 44,003,409
------------ ------------ ------------ ------------
Cost of Revenues:
Procurement services 19,749,338 18,327,198 41,440,831 32,388,859
Service and consulting 2,754,636 2,937,204 5,822,416 5,279,860
Geothermal 12,598 18,031 30,082 35,629
------------ ------------ ------------ ------------
Total Cost of Revenues 22,516,572 21,282,433 47,293,329 37,704,348
------------ ------------ ------------ ------------
Gross Profit:
Procurement services 2,157,762 2,407,506 4,196,998 4,326,391
Service and consulting 1,107,430 757,278 2,741,676 1,925,947
Geothermal 32,790 18,972 62,891 46,723
------------ ------------ ------------ ------------
Total Gross Profit 3,297,982 3,183,756 7,001,565 6,299,061
------------ ------------ ------------ ------------
Operating Expenses:
Selling, general and
administrative 3,379,569 3,030,999 6,584,814 6,004,798
Interest 73,386 20,431 172,552 47,567
E-Business costs - - - -
------------ ------------ ------------ ------------
Total Operating Expenses 3,452,955 3,051,430 6,757,366 6,052,365
------------ ------------ ------------ ------------
(Loss) Income From Continuing
Operations Before Income Tax
Expense (154,973) 132,326 244,199 246,696
Income tax (benefit)expense (16,025) 9,870 25,256 9,870
------------ ------------ ------------ ------------
Net (Loss) Income $ (138,948) $ 122,456 $ 218,943 $ 236,826
============ ============ ============ ============
(Loss) Income Per Share From Continuing
Operations {Basic And Diluted} $ (.02) $ .02 $ .03 $ .03
Net (Loss) Income Per Share {Basic
And Diluted} $ (.02) $ .02 $ .03 $ .03
Weighted Average Number Of
Shares Outstanding {Basic} 7,080,498 7,080,498 7,080,498 7,080,498
Weighted Average Number Of
Shares Outstanding {Diluted} 7,486,765 7,080,498 7,439,898 7,080,498
The accompanying notes are integral parts of these
consolidated financial statements.
3
EMTEC, INC.
-----------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(unaudited)
Six Months Ended:
-----------------------------
September 30, September 30,
2003 2002
------------- -------------
Cash Flows From Operating Activities
Net income for the six months $ 218,943 $ 236,826
Adjustments to Reconcile Net Income To Net
Cash Used In Operating Activities
Depreciation and amortization 387,683 272,752
Deferred income tax 31,876 9,870
Changes In Operating Assets and Liabilities
Increase in receivables (505,338) (7,499,810)
Decrease in inventories 1,292,858 257,438
Increase in prepaid expenses (20,188) (175,436)
Decrease in other assets 413 -
Increase in accounts payable 864,197 2,729,235
(Decrease) Increase in customer deposits (298,127) 124,913
Increase in accrued liabilities 163,028 505,739
(Decrease) Increase in deferred revenue (227,316) 242,476
------------- -------------
Net Cash Provided By (Used In)
Operating Activities 1,908,029 (3,295,997)
------------- -------------
Cash Flows From Investing Activities
Purchases of equipment (91,720) (792,144)
Additional investment in Geothermal Unit - (20,956)
Dispose of other assets - 2,185
------------- -------------
Net Cash Used In Investing Activities (91,720) (810,915)
------------- -------------
Cash Flows From Financing Activities
Net (decrease) increase in line of credit (3,475,808) 2,691,795
Decrease in due to related parties - (19,000)
------------- -------------
Net Cash (Used In) Provided By
Financing Activities (3,475,808) 2,672,795
------------- -------------
Net Decrease in Cash and Cash Equivalents (1,659,499) (1,434,117)
Beginning Cash and Cash Equivalents 1,792,101 1,552,666
------------- -------------
Ending Cash and Cash Equivalents $ 132,602 $ 118,549
============= =============
The accompanying notes are integral parts of these
consolidated financial statements.
4
EMTEC, INC.
-----------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and note
disclosures required by generally accepted accounting principles in the United
States. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Quarterly results are not necessarily indicative of results for the
full year. For further information, refer to the annual financial statements and
notes thereto included in the Company's Form 10-K.
2. Stock-Based Compensation
The Company did not change to the fair value based method of accounting
for stock-based employees' compensation. Accordingly, the adoption of SFAS No.
148 did not affect the Company's financial condition or results of operations.
However, SFAS No. 148 requires that information be provided as if the Company
had accounted for employee stock options under the fair value method of this
statement, including disclosing pro forma information regarding net income
(loss) and earnings (loss) per share. The Company accounts for stock-based
compensation in accordance with APB Opinion No. 25, "Accounting for Stock Issued
to Employees," as permitted by SFAS No. 123. Compensation expense for stock
options is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount the employee must pay
to acquire the stock. No compensation cost has been recognized for any option
grants in the accompanying consolidated statements of operations since the price
of the options was set at the quoted market price of Company stock at dates of
grant. The weighted average fair value of all of the employee options was
estimated on the date of grant using the Black-Scholes model. Had the Company
applied the fair value recognition provisions of SFAS No. 123 to stock-based
compensation, the Company's net income (loss) and basic and diluted earnings
(loss) per share would have been changed from the "as reported" amounts to the
"pro forma" amounts as follows:
Three Months Ended Six Months Ended
September 30, September 30,
------------------------ ------------------------
2003 2002 2003 2002
----------- ---------- ---------- -----------
Pro Forma:
Net (Loss) Income $ (139,850) $ 103,736 $ 217,140 $ 218,106
Net (Loss) Income Per Share
{Basic and Diluted} $ (.02) $ .01 $ .03 $ .03
----------- ---------- ---------- -----------
5
Option activity is summarized in the following table:
Options outstanding - July 1, 2003 451,428
Activity for the three months ended September 30, 2003:
Options granted
Options exercised
Options forfeited or expired -
---------
Options outstanding - September 30, 2003 451,428
=========
3. Line of Credit
On November 21, 2001, the Company entered into a $10.0 million revolving
credit facility with Fleet Capital Corporation, formerly Summit Business Capital
Corporation ("Fleet") under which the Company may borrow on 85% of its eligible
trade receivables. Interest on outstanding loans under the revolving credit
facility with Fleet is charged monthly at a fluctuating rate per annum equal to
0.25% above the prime rate and, at the Company's option, interest on up to 50%
of the outstanding loans may be charged at libor plus 2.75%. The Fleet revolving
credit facility is collateralized by a lien upon and security interest in
substantially all of the Company assets. Since current credit facilities with
two of the Company's primary trade vendors (GE Access and Ingram Micro.) were
also collateralized by substantially all of the Company's assets, Fleet, GE
Access and Ingram Micro have entered into intercreditor agreements, which
provide that as regards to these vendors, debt obligations to Fleet are accorded
priority. On November 21, 2001, the Company also entered into a Wholesale
Financing Security Agreement with IBM. This credit facility, which is
collateralized by a $750,000 letter of credit from Fleet in favor of IBM,
affords the Company up to a like amount of credit to purchase products floored
by IBM Global Financing. On January 9, 2002, Fleet issued a $250,000 letter of
credit in favor of the Company's landlord for the Company's New York City
office, as a security deposit for the building lease. On July 1, 2003, Fleet
also issued a $250,000 letter of credit in favor of Selective Insurance
Corporation, as collateral for the performance bond issued to The City of
Philadelphia, one of the Company's customers. The maximum credit facility is
reduced by the outstanding letters of credit.
At September 30, 2003, the Company had a $4,727,482 outstanding balance
under the credit facility and unused line of $4,022,518.
On October 17, 2003, the Company and Fleet executed an amendment to loan
and security agreement under which the Company may borrow on 80% of its eligible
trade receivables up to $10 million. Interest on outstanding loans is charged
monthly at a fluctuating rate per annum equal to 2.00% above the prime rate. The
lending agreement contains financial covenants that require the Company to
maintain a maximum leverage ratio, a minimum debt ratio, and a minimum
EBITDA(earnings before interest, taxes, depreciation and amortization expense).
Fleet also waived all existing events of defaults through June 30, 2003. As of
September 30, 2003 the Company is in compliance with all its amended financial
covenants.
6
4. Trade Receivables
The Company provides an allowance for losses on trade receivables based
on a review of the current status of existing receivables and management's
evaluation of periodic aging of the accounts. Trade accounts receivable consists
of the following:
September 30, 2003 March 31, 2003
------------------- --------------
Trade Receivable $ 15,544,882 $ 14,793,971
------------------- --------------
Allowance for doubtful accounts (290,393) (240,847)
------------------- --------------
Trade Receivable, net $ 15,254,489 $ 14,553,124
------------------- --------------
5. Inventory
Inventories are stated at lower of cost (first-in, first-out) or market.
Cost is based on standard costs generated principally by the most recent
purchase price. The Company provides an inventory reserve for obsolescence and
deterioration based on management's review of product sales. Inventory is
recorded on the balance sheet net of allowances for inventory valuation of
$552,671 and $471,203 at September 30, 2003 and March 31, 2003, respectively.
6. Acquisitions
On August 31, 2002, the Company acquired all of the customer contracts
and certain assets of Turnkey Computer Systems, Inc. of Clifton, NJ. The
purchase price will be paid over a two-year period and will be based on an
earning share derived from the customer contracts transferred from Turnkey to
Emtec. Earnings share for a given period shall mean 50% of earnings for that
period, provided, that, if for that period earnings is less than $120,000, then
the earnings share for that period shall be the earnings in excess of $60,000.
The Company and Turnkey are finalizing earning share for the twelve months ended
August 31, 2003.The Company has adequately accrued and charged the potential
earning share payout to the current period's earnings.
On August 12, 2002, the Company acquired certain assets of Acentra
Technologies, Inc., including the assignment of the State of New Jersey computer
supply and services contract. The Company paid a net purchase price of $165,607
in cash to be allocated under the purchase method as follows:
7
Assignment of State of NJ Contract $ 100,000
Inventory 326,798
Equipment 22,715
Advance payment amount from customers (283,906)
----------
Net Purchase Price $ 165,607
==========
7. Major Customers
Two major customers accounted for approximately 46%, and 32% of the
Company's net sales for the three months ended September 30, 2003 and 2002,
respectively. The same two major customers accounted for approximated 51%, and
28% of the Company's net sales for the six months ended September 30, 2003 and
2002, respectively.
While the Company believes its relationship with these customers will
continue, there can be no assurance that sales to these customers will continue
at all or at the same level.
8. Segment Information
Summarized financial information relating to the Company's operating
segments are as follows:
For the three months ended September 30: 2003 2002
---------------------------------------- ------------- -------------
Revenues
Information Technology $ 25,769,166 $ 24,429,186
Geothermal 45,388 37,003
------------- -------------
Total Revenues $ 25,814,554 $ 24,466,189
============= =============
Operating Profit/(Loss)
Information Technology $ (172,314) $ 124,029
Geothermal 17,341 8,297
------------- -------------
Net Segment Operating
Income/(Loss) $ (154,973) $ 132,326
Income Tax (Benefit) Expense (16,025) 9,870
------------- -------------
Net (Loss) Income $ (138,948) $ 122,456
============= =============
8
For the six months ended September 30: 2003 2002
-------------------------------------- ------------ ------------
Revenues
Information Technology $ 54,201,921 $ 43,921,057
Geothermal 92,973 82,352
------------ ------------
Total Revenues $ 54,294,894 $ 44,003,409
============ ============
Operating Profit/(Loss)
Information Technology $ 209,201 $ 220,183
Geothermal 34,998 26,513
------------ ------------
Net Segment Operating Income $ 244,199 $ 246,696
Income Tax Expense 25,256 9,870
------------ ------------
Net Income $ 218,948 $ 236,826
============ ============
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction
with, and is qualified in its entirety by, the unaudited financial statements,
including the notes thereto, appearing elsewhere in this quarterly report on
Form 10-Q.
Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results
of Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The methods, estimates, and judgments we use in
applying our most critical accounting policies have a significant impact on the
results we report in our financial statements. The Securities and Exchange
Commission has defined critical accounting policies as policies that involve
critical accounting estimates that require (i) management to make assumptions
that are highly uncertain at the time the estimate is made, and (ii) different
estimates that could have been reasonably used for the current period, or
changes in the estimates that are reasonably likely to occur from period to
period, which would have a material impact on the presentation of our financial
condition, changes in financial condition or in result of operations. Based on
this definition, our most critical policies include: revenue recognition,
allowance for doubtful accounts, inventory valuation reserve, the assessment of
recoverability of long-lived assets, the assessment of recoverability of
goodwill and intangible assets, and valuation of deferred tax assets.
o Revenue Recognition
We recognize revenues based upon Staff Accounting Bulletin #101 (SAB
101). SAB 101 states that revenue recognition cannot occur until the earnings
process is complete, evidenced by an agreement between us and the customer,
there has been delivery and acceptance, collectibility is probable, and pricing
is fixed and determinable. If significant obligations remain after delivery,
revenue is deferred until such obligations are fulfilled. Procurement services
represent sales of computer hardware and prepackaged software. Revenue from
consulting and support service contracts is recognized ratably over the contract
or service period. Revenues from manufacturer support service contracts where
the manufacturer is responsible for fulfilling the service requirements of the
customer are recognized immediately on their contract date. These contracts
contain cancellation privileges that allow our customer to terminate a contract
with 90 days written notice. In this event, the customer is entitled to a
pro-rated refund based on the remaining term of the contract and we would owe
the manufacturer a pro-rated refund of the cost of the contract. However, we
have experienced no customer cancellations of any significance during our most
recent 3-year history and do not expect cancellations of any significance in the
future. We believe that net revenue reporting for manufacturer support service
contracts is more appropriate. Thus starting the fiscal year ended March 31,
2003, we have adopted net revenue reporting for manufacturer support service
contracts and to conform to the current presentation, have reclassified contract
costs from prior periods as an offset to revenue.
10
o Trade Receivables
We maintain allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. We base
our estimates on the aging of our accounts receivable balances and our
historical write-off experience, net of recoveries. If the financial condition
of our customers were to deteriorate, additional allowances may be required. We
believe the accounting estimate related to the allowance for doubtful accounts
is a "critical accounting estimate" because changes in it can significantly
affect net income.
o Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market. Cost is based on standard costs generated principally by the most recent
purchase prices. We provide an inventory reserve for obsolescence and
deterioration based on management's review of the current status of the excess
inventory, its age, and net realizable value based upon assumptions about future
demand and market condition.
o Property and Equipment
We estimate the useful lives of property and equipment in order to
determine the amount of depreciation and amortization expense to be recorded
during any reporting period. The majority of our equipment is depreciated over
three years. The estimated useful lives are based on the historical experience
with similar assets as well as taking into account anticipated technological or
other changes. If technological changes were to occur more rapidly than
anticipated or in a different form than anticipated, the useful lives assigned
to these assets may need to be shortened, resulting in the recognition of
increased depreciation and amortization in future periods. We review for
impairment when events or circumstances indicate that the carrying amounts may
not be recoverable over the remaining lives of the assets. In assessing
impairments, we follow the provisions of Statement of Financial Accounting
Standard No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets," utilizing cash flows which takes into account management's estimates of
future operations.
o Goodwill and Intangible Assets
We have adopted Statement of Financial Accounting Standards No. 141
"Business Combinations" and No. 142 "Goodwill and Other Intangible Assets". As a
result, amortization of goodwill was discontinued. We performed the initial
goodwill impairment test as of April 1, 2002 and another impairment test as of
March 31, 2003. Based on the impairment test performed as of March 31, 2003, the
goodwill of $254,894 associated with the acquisition of Devise Associates, Inc.,
was determined to be fully impaired and charged to earnings in fiscal year ended
March 31, 2003. This determination was based upon the operating and cash flow
losses of this business unit since the January 9, 2002 acquisition date and
budgeted fiscal 2004 operating and cash flow losses for this business unit. We
found no impairment of the remaining goodwill of $112,996 as of March 31, 2003.
We were assigned a contract to supply computer hardware and services to
the State of New Jersey in the August 12, 2002 acquisition of Acentra
Technologies, Inc. This contract was
11
valued at $100,000 in the acquisition. Amortization expense of $27,272 was
expensed in the six months ended September 30, 2003 based upon the current
contract term that ends at May 2004. The contract is subject to annual renewals.
The net carrying value for this contract amounted to $36,363 at September 30,
2003.
o Income Taxes
Income taxes are accounted for under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in Emtec's
financial statements or tax returns. In estimating future tax consequences,
Emtec generally considers all expected future events other than the enactment of
changes in tax laws or rates. A valuation allowance is recognized if, on weight
of available evidence, it is more likely than not that some portion or all the
deferred tax assets will not be realized. We continue to be conservative in
accounting for income taxes by recording significant valuation allowances for
deferred tax assets due to the high degree of uncertainty that exists regarding
future operating results.
Results of Operations
Three Months Ended September 30, 2003 Compared to Three Months Ended September
30, 2002.
Total Revenues
Total revenues for our IT business, which includes services and
consulting revenue, and procurement revenues, increased by 5.49% or $1.34
million, to $25.77 million for the quarter ended September 30, 2003, compared to
$24.43 million for the quarter ended September 30, 2002. This increase is
primarily attributable to acquisitions of Acentra Technologies, Inc. in August
2002 and Turnkey Computer Systems, Inc. in August 2002. IT revenue associated
with these acquisitions equaled $3.02 million for the quarter ended September
30, 2003. Without these acquisitions, revenues associated with our IT business
would have decreased by 6.88% or $1.68 million for the quarter ended September
30, 2003. This decrease is mainly due to an over all decrease in our customers
IT spending and a slow-down in the economy.
Services and consulting revenue increased by 4.54%, or $167,584, to
$3.86 million for the quarter ended September 30, 2003 compared to $3.69 million
for the quarter ended September 30, 2002. This increase is also attributable to
acquisitions of Acentra Technologies Inc., and Turnkey Computer Systems, Inc.
Services and consulting revenue associated with these acquisitions equaled
$902,076 for the quarter ended September 30, 2003. Without these acquisitions,
services and consulting revenue would have decreased by 19.88% or $734,492, to
$2.96 million for the quarter ended September 30, 2003. This decrease is also
due to an over all decrease in our customers IT spending and a slow-down in the
economy.
Procurement revenues also increased by 5.65%, or $1.17 million, to
$21.91 million for the quarter ended September 30, 2003. This increase is the
net result of the acquisitions of Acentra Technologies, Inc. and Turnkey
Computer Systems, Inc. of approximately $2.12 million
12
recorded in the quarter ended September 30, 2003. Without these acquisitions,
procurement revenue would have decreased by 4.57%, or $947,604 for the quarter
ended September 30, 2003.
Geothermal Revenues increased by 22.66%, or $8,385 to $45,388 for the
quarter ended September 30, 2003. This increase is mainly attributable to higher
production of steam during this quarter.
Gross Profit
Our aggregate gross profit for IT business increased by 3.17%, or
$100,408, to $3.26 million for the quarter ended September 30, 2003. This
increase is mainly attributable to a 5.49% increase in our IT revenues. Measured
as a percentage of our total revenues for IT business, our overall gross profit
margin decreased to 12.67% of total revenues for the quarter ended September 30,
2003 from 12.95% for the quarter ended September 30, 2002. This decrease is
mainly due to lower gross profit margin from our procurement revenues.
Gross profit for product sales decreased by 10.37%, or $249,744, to
$2.16 million for the quarter ended September 30, 2003 as compared with $2.41
million for the quarter ended September 30, 2002. Also, measured as a percentage
of procurement revenues, our gross profit margin decreased to 9.85% of
procurement revenue for the quarter ended September 30, 2003 from 11.61% for the
quarter ended September 30, 2002. Both of these decreases are mainly due to
continued downward pricing pressure on product sales.
Gross profit for service and consulting increased by 46.24%, or
$350,152, to $1.11 million for the quarter ended September 30, 2003 as compared
with $757,278 for the quarter ended September 30, 2002. Measured as a percentage
of services and consulting revenues, our gross margin attributable to services
and consulting revenue also increased to 28.67% of services and consulting
revenue for the quarter ended September 30, 2003 from 20.50% for the quarter
ended September 30, 2002. These increases are mainly attributable to higher
billing rates (total revenue generated divided by total billable hours available
during the period) and utilization rates (billable hours divided by paid hours)
of engineers during this quarter.
The geothermal gross profit of $32,790 for the quarter ended September
30, 2003 increased by 72.83%, or $13,818 attributable to higher production of
steam coupled with lower operating expenses for the quarter.
Sales, General, and Administrative Expenses
Sales, general and administrative expenses increased by 11.50%, or
$348,571, to $3.38 million for the quarter ended September 30, 2003. Without the
acquisitions of Acentra Technologies, Inc. and Turnkey Computer Systems, Inc.,
our sales, general and administrative expenses would have decreased by
approximately 16.84 %, or $510,000, to $2.52 million for the quarter ended
September 30, 2003 compared with $3.03 million for the quarter ended September
30, 2002. This decrease is mainly attributable to the following:
1. Elimination of non-productive sales staff;
2. Reduction in sales commission compensation plans; and
13
3. Eliminated duplication of non-essential administrative support
services.
Interest expense
Interest expense increased by 259.19%, or $52,955, to $73,386 the
quarter ended September 30, 2003 as compared with $20,431 for the quarter ended
September 30, 2002. This increase is mainly due to a higher balance on our line
of credit, and higher days sales outstanding during the period.
Income Taxes
Income tax benefit for the three months ended September 30, 2003 was
$16,025, as compared with an expense of $9,870 for the three months ended
September 30, 2002.
Net Loss
For the three months ended September 30, 2003, net loss was $138,948
compared to income of $122,456 for the comparable period in 2002, a decrease of
213%.
As discussed, the principal reasons for the loss was the decline in
revenue without the acquisitions of Acentra Technologies, Inc. and Turnkey
Computer Systems, Inc., and as a result of gross margin dollars, offset somewhat
by the cost containment measures undertaken by the Company.
Six Months Ended September 30, 2003 Compared to Six Months Ended September 30,
2002.
Total Revenues
Total revenues for our IT business, which includes services and
consulting revenue, and procurement revenues, increased by 23.41% or $10.28
million, to $54.20 million for the six months ended September 30, 2003, compared
to $43.92 million for the six months ended September 30, 2002. This increase is
primarily attributable to acquisitions of Acentra Technologies, Inc. in August
2002 and Turnkey Computer Systems, Inc. in August 2002. IT revenue associated
with these acquisitions equaled $13.45 million for the six months ended
September 30, 2003. Without these acquisitions, revenues associated with our IT
business would have decreased by 7.22% or $3.17 million for the six months ended
September 30, 2003. This decrease is mainly due to an over all decrease in our
customers IT spending and a slow-down in the economy.
Services and consulting revenue increased by 18.85%, or $1.36 million,
to $8.56 million for the six months ended September 30, 2003 compared to $7.20
million for the six months ended September 30, 2002. This increase is also
attributable to acquisitions of Acentra Technologies Inc., and Turnkey Computer
Systems, Inc. Services and consulting revenue associated with these acquisitions
equaled $2.93 million for the six months ended September 30, 2003. Without these
acquisitions, services and consulting revenue would have decreased by 21.81% or
$1.57 million, to $5.63 million for the six months ended September 30, 2003.
This
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decrease is mainly due to a decrease in our manufacturers support services
contracts revenues. Net revenues associated with manufacturers support services
contracts revenue decreased by 53.45%, or $593,199, to $516,525 for the six
months ended September 30, 2003 compared to $1.11 million for the six months
ended September 30, 2002. This decrease in manufacturers support services
contracts revenue is mainly due to a sale that occurred in May 2002 of $580,000
to one customer, which may be renewed in December 2003. The remaining decrease
of almost a $1.0 million in services and consulting revenue is also due to an
over all decrease in our customers IT spending and a slow-down in the economy.
Procurement revenues also increased by 24.30%, or $8.92 million, to
$45.64 million for the six months ended September 30, 2003. This increase is the
net result of the acquisitions of Acentra Technologies, Inc. and Turnkey
Computer Systems, Inc. of approximately $10.52 million recorded in for the six
months ended September 30, 2003. Without these acquisitions, procurement revenue
would have decreased by 4.35%, or $1.60 million for the six months ended
September 30, 2003.
Geothermal Revenues increased by 12.90%, or $10,621 to $92,973 for the
six months ended September 30, 2003. This increase is mainly attributable to
higher production of steam during this period.
Gross Profit
Our aggregate gross profit for IT business increased by 10.98%, or
$686,336, to $6.94 million for the six months ended September 30, 2003. This
increase is mainly attributable to a 24.30% increase in our IT revenues.
Measured as a percentage of our total revenues for IT business, our overall
gross profit margin decreased to 12.80% of total revenues for the six months
ended September 30, 2003 from 14.24% for the six months ended September 30,
2002. This decrease is mainly due to lower gross profit margin from our
procurement revenues.
Gross profit for product sales decreased by 2.99%, or $129,393, to $4.20
million for the six months ended September 30, 2003 as compared with $4.33
million for the six months ended September 30, 2002. Also, measured as a
percentage of procurement revenues, our gross profit margin decreased to 9.20%
of procurement revenue for the six months ended September 30, 2003 from 11.78%
for the six months ended September 30, 2002. This decrease is mainly due to
continued downward pricing pressure on product sales.
Gross profit for service and consulting increased by 42.35%, or
$815,729, to $2.74 million for the six months ended September 30, 2003 as
compared with $1.92 million for the six months ended September 30, 2002. This
increase is mainly attributable to an 18.85% increase in services and consulting
revenues. Measured as a percentage of services and consulting revenues, our
gross margin attributable to services and consulting revenue increased to 32.01%
of services and consulting revenue for the six months ended September 30, 2003
from 26.73% for the six months ended September 30, 2002. This increase is
attributable to higher billing rates (total revenue generated divided by total
billable hours available during the period) and utilization rates (billable
hours divided by paid hours) of engineers during this period.
15
The geothermal gross profit of $62.891 for the six months ended
September 30, 2003 increased by 34.60%, or $16,168 attributable to higher
production of steam coupled with lower operating expenses for the period.
Sales, General, and Administrative Expenses
Sales, general and administrative expenses increased by 9.66%, or
$580,017, to $6.58 million for the six months ended September 30, 2003. Without
the acquisitions of Acentra Technologies, Inc. and Turnkey Computer Systems,
Inc., our sales, general and administrative expenses would have decreased by
approximately 22.98 %, or $1.38 million, to $4.62 million for the six months
ended September 30, 2003 compared with $6.00 million for the six months ended
September 30, 2002. This decrease is mainly attributable to the following:
1. Elimination of non-productive sales staff.
2. Reduction in sales commission compensation plans. and
3. Eliminated duplication of non-essential administrative
support services.
Interest expense
Interest expense increased by 262.76%, or $124,985, to $175,552 for the
six months ended September 30, 2003 as compared with $47,567 for the six months
ended September 30, 2002. This increase is mainly due to a higher balance on our
line of credit, and higher days sales outstanding during the period.
Income Taxes
Income tax expense for the six months ended September 30, 2003 was
$25,256. For the six months ended September 30, 2003, we recognized a deferred
income tax expense of $31,876 that is partially offset by an income tax refund
of $6,620.
Factors That May Affect Future Results
Our future operating results may be affected by a number of factors,
including uncertainties relative to national economic conditions, especially as
such factors affect interest rates, business insurance industry factors, our
ability to successfully increase business, and effectively manage expense
margins.
Since our inception, we have funded our operations primarily from
borrowings under our credit facility. We are in compliance with the covenants
contained in our loan and security agreement at September 30, 2003. Although we
expect to remain in compliance with the financial covenants, no assurance can be
given.
We must continue to effectively manage expenses in relation to revenues
by directing new business development towards markets that complement or improve
our existing service
16
lines. Management must also continue to emphasize operating efficiencies through
cost containment strategies, reengineering efforts, and improved service
delivery techniques. The most significant cost relating to the services
component of our business is personnel expense, which consists of salaries,
benefits, and payroll related expenses. Thus, the financial performance of our
service business is based primarily upon billing margins (billable hourly rates
less the costs to us of service personnel on an hourly basis) and utilization
rates (billable hours divided by paid hours). The future success of the services
component of our business will depend in large part upon our ability to maintain
high utilization rates at profitable billing margins. The competition for
quality technical personnel has continued to intensify, resulting in increased
personnel costs. This intense competition has caused our billing margins to be
lower than they might otherwise have been. Our utilization rates for service
personnel likely will also be adversely affected during periods of rapid and
concentrated hiring.
Emtec is a system integrator focused on providing technology solutions
that enables our customers to effectively use and manage their data to grow
their business. Our areas of specialization in IT services include remote
network monitoring, help desk, network design, enterprise backup and storage
consolidation, and network security. While we have offered IT services to our
customers since 1983, our major emphasis on IT consulting and services began in
1995. We also started focusing on our new managed services and network security
during the fiscal year 2002. We have invested approximately $710,000 for the
purchase of computer hardware, software, and consulting services for our Network
Operations Center to enhance our offerings in Managed Services. Currently our
recurring managed services revenues equal approximately $35,000 a month. We have
limited experience in developing, marketing, or providing these services. We
cannot assure that we will be able to successfully market such services to
either new or existing customers, that our services will achieve market
acceptance, or that we will be able to effectively hire, integrate, and manage
additional technical personnel to enable us to perform these services to our
customers' expectations This industry has been characterized by rapid
technological advances that have resulted in frequent introductions of new
products, product enhancements and aggressive pricing practices, which also
impacts pricing of service activities. Our operating results could be adversely
affected by industry-wide pricing pressures, the ability to recruit, train and
retain personnel integral to our operations and the presence of competitors with
greater financial and other resources. Also, our operating results could also be
adversely impacted should our company be unable to effectively achieve the
revenue growth necessary to provide profitable operating margins in various
operations. Our plan for growth includes marketing efforts, acquisitions that
expand market share. There can be no assurances these efforts will be
successful, or if successful the timing thereof.
Liquidity and Capital Resources
Cash and cash equivalents at September 30, 2003 of $132,602 represented
a decrease of $1,659,499 from $1,792,101 at March 31, 2003. We are a net
borrower; consequently, we believe our cash and cash equivalents balance must be
viewed along with the available balance on our line of credit.
Since our inception, we have funded our operations primarily from
borrowings under our credit facility. On November 21, 2001, we entered into a
$10.0 million revolving credit facility
17
with Fleet Capital Corporation, formerly Summit Business Capital Corporation
("Fleet"). Interest on outstanding loans under our revolving credit facility
with Fleet is charged monthly at a fluctuating rate per annum equal to 0.25%
above the Prime Rate and, at our option, interest on up to 50% of the
outstanding loans may be charged at LIBOR plus 2.75%. Our Fleet revolving credit
facility is collateralized by a lien upon and security interest in substantially
all of our assets. As our current credit facilities with two of our primary
trade vendors, GE Access and Ingram Micro, were also collateralized by
substantially all of our assets, we, Fleet, GE Access and Ingram Micro, have
entered into intercreditor agreements, which provide that as regards to these
vendors, our obligations to Fleet are accorded priority. On November 21, 2001,
we also entered into a Wholesale Financing Security Agreement with IBM. This
credit facility, which is collateralized by a $750,000 letter of credit from
Fleet in favor of IBM, affords us up to a like amount of credit to purchase
products floored by IBM Global Financing. On January 9, 2002, Fleet issued a
$250,000 letter of credit in favor of Vandergrand Properties Co., L.P., our
landlord for our New York City office, as a security deposit for the building
lease. On July 1, 2003, Fleet also issued a $250,000 letter of credit in favor
of Selective Insurance Corporation, as collateral for the performance bond
issued to The City of Philadelphia, one of our customers. The maximum credit
facility is reduced by the outstanding letters of credit.
At September 30, 2003, the Company had a $4,727,482 outstanding balance
under the credit facility and unused line of $4,022,518
On October 17, 2003, the Company and Fleet executed an amendment to the
loan and security agreement under which the Company may borrow on 80% of its
eligible trade receivables up to $10 million through November 20, 2004. Interest
on outstanding loans is charged monthly at a fluctuating rate per annum equal to
2.00% above the prime rate. The Company also paid an amendment fee of $50,000.
This amended loan and security agreement waived all existing events of defaults
through June 30, 2003. The lending agreement contains financial covenants that
require the Company to maintain a maximum leverage ratio, a minimum debt ratio,
and a minimum EBITDA. As of September 30, 2003 the Company was in compliance
with all its financial covenants.
The following table quantifies Emtec's compliance with its financial
covenants with Fleet.
COVENANTS REQUIRED ACTUAL AS OF 9/30/2003
--------- -------- ----------------------
Leverage Ratio Not to exceed 11.0 : 1.0 9.40 : 1.0
- ----------------------------------------------------------------------------------------
Debt Service Coverage Ratio Not to be less than 0.90 : 1.0 1.98 : 1.0
- ----------------------------------------------------------------------------------------
EBITDA - Not to be less than August 2003 $(74,438) $ 28,265
September 2003 $(200,852) $ (97,858)
- ----------------------------------------------------------------------------------------
18
At September 30, 2003, our credit facilities with our primary trade
vendors, GE Access, Ingram Micro, and Tech Data were as follows: 1) Our credit
Line with GE Access was $4.0 million, no interest charged, with an outstanding
principal balance of $3.70 million. 2) Our credit line with Ingram Micro was
$2.5 million, at an 18% APR interest rate after 30 days from the date of the
invoice, with an outstanding principal balance of $1.96 million. 3) Our credit
line with Tech Data was $2.0 million, no interest charged, with an outstanding
balance of $1.81 million. Under these credit lines, we are obligated to pay each
invoice within 30 days from the date of such invoice.
Capital expenditures of $91,720 during six months ended September 30,
2003, were primarily for the purchase of computer equipment for internal use and
leasehold improvements.
Emtec has no arrangements or other relationships with unconsolidated
entities or other persons that are reasonably likely to materially affect
liquidity or the availability of or requirements for capital resources.
We believe that our available funds, together with existing and
anticipated credit facilities, as discussed above, will be adequate to satisfy
our current and planned operations through March 31, 2004.
Recently Issued Accounting Standards
In June 2001, the FASB issued two new statements: SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other intangible
Assets."
Effective April 1, 2002, Emtec adopted SFAS No. 141 that requires
business combinations entered into after June 30, 2001 to be accounted for using
the purchase method of accounting. Specifically identifiable intangible assets,
other than goodwill, are to be amortized over their estimated useful economic
life.
SFAS No. 142 requires that goodwill not be amortized, but should be
tested for impairment at least annually. SFAS No. 142 is effective for fiscal
years beginning after December 15, 2001 and applies to goodwill and other
intangible assets, regardless of when those assets were initially recognized.
Effective April 1, 2002, Emtec adopted SFAS No. 142 and in connection with its
adoption, discontinued the amortization of goodwill and reviewed the estimated
useful lives of previously recorded identifiable intangible assets. Emtec
follows the two-step process prescribed in SFAS 142 to test its goodwill for
impairment. The first step is a screen for potential impairment, while the
second step measures the amount of the impairment, if any. Under the guidelines
of SFAS No. 142, Emtec is required to perform an impairment test at least on an
annual basis. Emtec performed its initial goodwill impairment test as of April
1, 2002 and another impairment test as of March 31, 2003. Based on the
impairment test performed on March 31, 2003 the goodwill of $254,894 associated
with the acquisitions of Devise Associates, Inc. was impaired.
In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting
for the Impairment or Disposal of
19
Long-Lived Assets." SFAS 144 addresses the financial accounting and reporting
for the impairment or disposal of long-lived assets. SFAS 144 supersedes SFAS
121 but retains the fundamental provisions of SFAS 121 for (I)
recognition/measurement of impairment of long-lived assets to be held and used
and (II) measurement of long-lived assets to be disposed of by sale. SFAS 144
also supersedes the accounting and reporting provisions of Accounting Principles
Board's No. 30 ("APB 30"). "Reporting the Results of Operations- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, "for segments of a business to
be disposed of but retains APB 30's requirement to report discontinued
operations separately from continuing operations and extends that reporting to a
component of an entity that either has been disposed of or is classified as held
for sale. SFAS 144 is effective for fiscal years beginning after December 15,
2001. Emtec adopted the provisions of SFAS 144 effective April 1, 2002.
20
Item 3. Quantitative and Qualitative Information About Market Risk
We do not engage in trading market risk sensitive instruments and do not
purchase hedging instruments or "other than trading" instruments that are likely
to expose us to market risk, whether interest rate, foreign currency exchange,
commodity price or equity price risk. We have issued no debt instruments,
entered into no forward or future contracts, purchased no options and entered
into no swaps. Our primary market risk exposures are those of interest rate
fluctuations. A change in interest rates would affect the rate at which we could
borrow funds under our revolving credit facility. Our balance on the line of
credit at September 30, 2003 was approximately $4.7 million. Assuming no
material increase or decrease in such balance, a one percent change in the
interest rate would change our interest expense by approximately $47,000
annually.
21
Item 4. Controls and Procedures
Our management carried out an evaluation, with the participation of our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of September 30, 2003. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the rules and forms of the
Securities and Exchange Commission.
There has not been any change in our internal control over financial
reporting in connection with the evaluation required by Rule 15d-15(d) under the
Exchange Act that occurred during the quarter ended September 30, 2003 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
22
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 10.1 - Amendment to Loan and Security Agreement, dated October
17, 2003, by and between Fleet Capital Corporation and Registrant.
Exhibit 31 - Rule 13a-14(a)/15-d-14(a) Certifications
Exhibit 32 Section 1350 Certifications
(b) Reports on Form 8-K filed during the quarter ended June 30, 2003:
During the quarter ended September 30, 2003, we filed or furnished the
following current reports on Form 8-K with the Securities and Exchange
Commission:
Current report on Form 8-K, dated July 15, 2003, was furnished on July
15, 2003. The item reported was:
o Item 9 - Regulation FD Disclosure, which furnished the Section 906
certification that accompanied the Company's annual report on Form
10-K for the year ended March 31, 2003.
Current report on Form 8-K, dated August 4, 2003, was furnished on
August 4, 2003. The items reported were:
o Item 7 - Financial Statements and Exhibits, which identified the
exhibit furnished with the Form 8-K; and
o Item 9 - Regulation FD Disclosure, which reported the issuance of a
press release announcing the Company's financial results for the
quarter ended June 30, 2003.
Current report on Form 8-K, dated August 4, 2003, was furnished on
August 4, 2003. The items reported were:
o Item 7 - Financial Statements and Exhibits, which identified the
exhibit furnished with the Form 8-K; and
o Item 9 - Regulation FD Disclosure, which reported the issuance of a
press release correcting previously reported net income for the
quarter ended June 30, 2003.
23
SIGNATURES
Pursuant to the requirements 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
EMTEC, INC.
By: /s/ JOHN P. HOWLETT
----------------------------------
John P. Howlett
Chairman, and Chief
Executive Officer
(Principal Executive Officer)
By: /s/ SAM BHATT
----------------------------------
Sam Bhatt
Vice President - Finance
(Principal Financial and
Accounting Officer)
Date: November 14, 2003
24
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as ................................'SS'