<DOCUMENT> <TYPE>10QSB <SEQUENCE>1 <FILENAME>q12004.txt <DESCRIPTION>FORM 10-QSB FOR QUARTER ENDED MARCH 31, 2004 <TEXT> SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 10-QSB Quarterly Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 -------------------------- For the Quarter Ended: Commission File Number March 31, 2004 0 - 9574 -------------------------- UNITED SYSTEMS TECHNOLOGY, INC. Iowa 42-1102759 (State of Incorporation) (I.R.S. Employer Identification Number) 1850 Crown Road, Suite 1109 Dallas, Texas 75234 (972) 402-8600 (Address of principal executive offices and telephone number) -------------------------- 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 ______ As of March 31, 2004 there were 56,178,663 shares of the registrant's Common Stock, par value $0.10 per share, outstanding. <PAGE> UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES INDEX TO FORM 10-QSB PART I - FINANCIAL INFORMATION (UNAUDITED) PAGE ------------------------------------------ ---- Item 1. Consolidated Financial Statements Balance Sheets 3 Statements of Income 4 Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis or Plan of Operation 9 Item 3. Controls and Procedures 11 PART II - OTHER INFORMATION 12 --------------------------- --------------------------------------------------------- These consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements which are included in the annual report on Form 10-KSB for the fiscal year ended December 31, 2003. 2 <PAGE> United Systems Technology, Inc. and Subsidiary Consolidated Balance Sheets <TABLE> <S> <C> <C> March 31, 2004 December 31, (Unaudited) 2003 =========== =========== Current Assets Cash and cash equivalents $ 1,562,318 $ 2,608,485 Trade accounts receivable, less allowance for doubtful accounts of $34,500 at March 31, 2004 and December 31, 2003 321,869 1,047,206 --------- --------- Total current assets 1,884,187 3,655,691 --------- --------- Property and equipment, net 200,627 209,594 Goodwill, net 483,842 483,842 Purchased software, net 523,766 580,038 Deposits and other 17,940 22,914 --------- --------- 1,226,175 1,296,388 --------- --------- Total assets $ 3,110,362 $ 4,952,079 ========= ========= Liabilities and Stockholders' Equity Current Liabilities Trade accounts payable $ 55,415 $ 32,721 Accrued payroll 78,221 198,435 Other accrued expenses 47,712 164,156 Deferred revenue 1,342,597 1,553,563 --------- --------- Total current liabilities 1,523,945 1,948,875 Commitments and contingencies - - Stockholders' Equity Preferred stock, convertible, voting, cumulative, par value $.10 per share; authorized 5,000,000 shares; issued and outstanding, 500,000 shares of Series B and 300,000 shares of Series E, aggregate liquidating preference of $800,000 ($1.00 per share)at December 31, 2003 - 80,000 Common stock, par value $.10 per share; authorized 100,000,000 shares; issued and outstanding 56,178,663 at March 31, 2004 and December 31, 2003 5,617,866 5,617,866 Additional paid-in capital 2,105,554 2,825,554 Accumulated deficit (6,457,644) (5,873,928) Currency translation adjustments 320,641 353,712 --------- --------- Total stockholders' equity 1,586,417 3,003,204 --------- --------- Total liabilities and stockholders' equity $ 3,110,362 $ 4,952,079 ========= ========= </TABLE> The accompanying notes are an integral part of the financial statements. 3 <PAGE> United Systems Technology, Inc. and Subsidiary Consolidated Statements of Income (Unaudited) <TABLE> <S> <C> <C> Three Months Ended March 31, 2004 2003 =========== =========== Revenue Software packages $ 154,338 $ 107,234 Installation, training and customer support 108,402 167,165 Maintenance 558,699 546,622 Equipment and supplies sales 140,923 94,858 Other 565 172 --------- --------- 962,927 916,051 --------- --------- Costs and expenses Salaries 478,346 479,685 Other general, administrative and selling expense 190,798 209,960 Depreciation and amortization 69,127 59,390 Commissions 17,021 13,435 Cost of equipment and supplies sold 97,860 56,431 --------- --------- 853,152 818,901 --------- --------- Income from operations 109,775 97,150 --------- --------- Nonoperating income Interest income 6,509 11,920 --------- --------- 6,509 11,920 --------- --------- Net income 116,284 109,070 Preferred stock dividend requirements - (13,810) --------- --------- Income available for common stockholders $ 116,284 $ 95,260 ========= ========= Net income per common share - basic and diluted $ NIL $ NIL ========= ========= Weighted average number of common shares outstanding Basic 56,178,633 56,178,633 ========== ========== Diluted 59,857,234 58,324,496 ========== ========== </TABLE> The accompanying notes are an integral part of the financial statements. 4 <PAGE> United Systems Technology, Inc. and Subsidiary Consolidated Statements of Cash Flows For the Three Months Ended March 31, (Unaudited) <TABLE> <S> <C> <C> 2004 2003 =========== =========== Cash flows from operating activities: Net income $ 116,284 $ 109,070 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 69,127 59,390 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable 714,725 761,129 Deposits and other 4,928 (20,525) Accounts payable 20,460 (7,508) Accrued expenses (234,383) (341,324) Deferred revenue (200,135) (238,541) --------- --------- Net cash provided by operating activities 491,006 321,691 --------- --------- Cash flows from investing activities: Property and equipment additions (9,625) (32,451) --------- --------- Net cash used in investing activities (9,625) (32,451) --------- --------- Cash flows from financing activities: Redemption of preferred stock (1,500,000) - --------- --------- Net cash used in investing activities (1,500,000) - --------- --------- Effect of exchange rate changes on cash (27,548) 105,226 --------- --------- Increase (decrease) in cash and cash equivalents (1,046,167) 394,466 Cash and cash equivalents, beginning of period 2,608,485 1,800,798 --------- --------- Cash and cash equivalents, end of period $ 1,562,318 $ 2,195,264 ========= ========= </TABLE> The accompanying notes are an integral part of the financial statements. 5 <PAGE> UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES Notes To Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation: In the opinion of management, the accompanying unaudited consolidated statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of United Systems Technology, Inc. (the "Company") as of March 31, 2004 and the results of operations and cash flows of the Company for the three months ended March 31, 2004 and 2003. The consolidated results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year. The Company recognizes software revenue in accordance with SOP 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions. Under these guidelines, the Company recognizes revenue on transactions where persuasive evidence of an arrangement exists, title has transferred, product payment is not contingent upon performance of installation or service obligations, the price is fixed or determinable and payment is reasonably assured. Revenue from installation, training and customer support is deferred and recognized in the period in which the services are provided. Revenue from contracts to maintain computer software products is deferred and recognized over the term of the contracts. The Company does not have revenue arrangements with multiple deliverables. Note 2. Preferred Stock: On January 27, 2004, the Company redeemed the outstanding Series B and Series E preferred stock, including all cumulative undeclared and unpaid dividends, for a total price of $1,500,000. The 500,000 shares of Series B preferred stock were issued in October 1988 and had a par value of $1.00 per share. As of January 27, 2004 the Series B preferred stock had cumulative undeclared and unpaid dividends of $536,390. The 300,000 shares of Series E preferred stock were issued in June 1991 and had a par value of $1.00 per share. As of January 27, 2004 the Series E preferred stock had cumulative undeclared and unpaid dividends of $265,290. Both series of preferred stock accrued dividends at a rate of $.07 per share per annum. 6 <PAGE> UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES Notes To Consolidated Financial Statements (Unaudited) Note 3. Earnings Per Share: The following table sets forth the computation of basic and diluted earnings per share: <TABLE> <S> <C> <C> Three Months Ended March 31, 2004 2003 ---- ---- Income allocable to common stockholders $ 116,284 $ 95,260 Weighted average shares outstanding - basic 56,178,663 56,178,663 Effect of dilutive stock options and warrants 3,678,571 2,145,833 ---------- ---------- Weighted average shares outstanding - diluted 59,857,234 58,324,496 ========== ========== Income per common share - basic $ NIL $ NIL === === Income per common share - diluted $ NIL $ NIL === === </TABLE> In 2003, the assumed conversion of the Company's convertible preferred stock was excluded from the computation of diluted income per share because its effect would be antidilutive. In 2004 and 2003, warrants to purchase 75,000 shares of the Company's common stock were excluded from the computation of diluted income per share because the effect would be antidilutive Note 4. Comprehensive Income: Comprehensive income is as follows: <TABLE> <S> <C> <C> Three Months Ended March 31, 2004 2003 ---- ---- Net income $116,284 $109,070 Currency translation adjustments (33,071) 105,226 ------- ------- Comprehensive income $ 83,213 $214,296 ------- ------- </TABLE> 7 <PAGE> UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES Notes To Consolidated Financial Statements (Unaudited) Note 5. Stock-Based Compensation The Company has two stock-based employee compensation plans and applies APB Opinion 25, Accounting for Stock Issued to Employees - Related Interpretations in accounting for these plans. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions for FASB Statement 123, Accounting for Stock-Based Compensation, using the assumptions described below. <TABLE> <S> <C> <C> Three Months Ended March 31, 2004 2003 ---- ---- Income allocable to common stockholders $116,284 $ 95,260 Deduct: Total stock-based employee compensation expense determined under fair market value based method, net of related tax effects 30,950 30,950 ------ ------ Pro forma net income $ 85,334 $ 64,310 ====== ====== Earnings per share: Basic and diluted - as reported $ NIL $ NIL Basic and diluted - pro forma $ NIL $ NIL </TABLE> Note 6. Income Taxes The Company has not provided for income taxes during the three months ended March 31, 2004 due to the utilization of available loss carryforwards that have offset any taxable income generated. Sufficient uncertainty exists with respect to the utilization of our deferred tax assets and we have provided a full valuation allowance on our net deferred tax assets. At December 31, 2003, the Company has United States net operating loss carryforwards of approximately $858,000 and Canadian net operating loss carryforwards of approximately $350,000. These carryforwards expire from 2008 through 2011. 8 <PAGE> UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Results of Operations The Company derives its revenue from the licensing of its software packages, installation, training and custom modifications, maintenance agreements and equipment sales and commissions. Results of operations for the three months ended March 31, 2004 include revenues of $962,927 and net income of $116,284 as compared to revenues of $916,051 and net income of $109,070 for the same period in 2003. The Company has completed the development of several new software products, which enhances the competitiveness of its comprehensive software offering. These products are marketed under the asyst(R) brand name, were developed as Windows applications to "look and work like Microsoft Office", and include a Fund Accounting product line, a Utility Billing product line, a General Government product line and a Public Safety product line. The Fund Accounting product line includes General Ledger, Budget XLence, Report XLence, Accounts Payable, Accounts Receivable, Purchase Orders, Cash Receipts, Payroll and Fixed Assets modules. The Utility Billing product line includes Utility Billing, Service Orders, Meter Reader Interface, Bank Drafts and Budget Billing modules. The General Government product line includes Master and Land Directories, Business and Animal Licenses, Code Enforcement, Building Permits and Property Tax modules. The Public Safety product line includes Master Name Index, Calls for Service, Offense Reports, Citations, State Interface, Computer Aided Dispatch, Jail Management, Alarm Billing and UCR Reports modules. The Company is currently developing additional modules for its asyst(R) product line to add to its existing asyst(R) offerings including additions to its asyst(R) Dealer Management product line. The asyst(R) Dealer Management product line will includes the core asyst(R) accounting modules and will have the additional functionality of point of sale, inventory, repair orders, finance and insurance and fiche interface. Three Month Period Ended March 31, 2004 The Company's total revenue increased from $916,051 during the first quarter in 2003 to $962,927 in 2004. Software license fees increased 44% from $107,234 in 2003 to $154,338 in 2004. This increase resulted from higher sales of its asyst(R) product line to new accounts in 2004. Installation and training revenue, which does not necessarily change in direct correlation with the licensing of the Company's software products, decreased 35% from $167,165 in 2003 to $108,402 in 2004 due, in part, to a decrease in services provided to its Canadian customer base in 2004. Maintenance revenue remained relatively constant in 2004 at $558,699 as compared to $546,622 for the same period in 2003. Maintenance revenue from the asyst(R) product line increased in 2004 but was offset by a decrease in revenue from several older product lines. Equipment and supplies sales increased 49% from $94,858 in 2003 to $140,923 in 2004 as a result of higher volume of equipment sold in conjunction with software license fees and increase supply sales to customers. 9 <PAGE> Total costs and expenses increased 4% from $818,901 in 2003 to $853,152 in 2004. Salary expense remained constant from 2003 to 2004. Other general, administrative and selling expenses decreased 9% from $209,960 in 2003 to $190,798 in 2004, due in part, to a decrease in telephone related expense in 2004 as compared to a higher than normal amount in 2003 while the company transitioned to a new system. Depreciation and amortization expense increased 16% from $59,390 in 2003 to $69,127 in 2004 due to increased expense related to the purchase of equipment. Commission expense increased 27% from $13,435 in 2003 to $17,021 in 2004 due to an increase in revenue from which commissions are earned. Cost of equipment and supplies sold increased 73% from $56,431 in 2003 to $97,860 in 2004 as a result of an increase in the volume of computer equipment and supplies sold. Liquidity and Capital Resources The Company had net cash provided from operating activities of $491,006 during the three months ended March 31, 2004, as compared to net cash provided by operations of $321,691 for the same period in 2003. Net cash of $9,625 was utilized in 2004 for capital acquisitions. On January 27, 2004, the Company redeemed the outstanding Series B and Series E preferred stock, including all accrued and unpaid dividends, for a total price of $1,500,000 Management believes that its ability to generate positive cash flows from operations, in addition to its existing cash balances, will be adequate to meet its working capital requirements in the next 12 months. Forward-Looking Statements This report contains forward-looking statements, other than historical facts, which reflect the view of Company's management with respect to future events. Such forward-looking statements are based on assumptions made by and information currently available to the Company's management. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from such expectations include, without limitation, the ability of the Company i) to generate levels of revenue and adequate cash flows from its operations to support and maintain its current cost structure and ii) to develop and deliver products that are competitive, accepted by its markets and are not rendered obsolete by changing technology. The forward-looking statements contained herein reflect the current views of the Company's management with respect to future events and are subject to these factors and other risks, uncertainties and assumptions relating to the operations, results of operations and financial position of the Company. The Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements. 10 <PAGE> Item 3. Controls and Procedures As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. The Company has not made any significant changes to its disclosure controls and procedures or in other factors that could significantly affect its disclosure controls and procedures subsequent to the date of the evaluation described above. 11 <PAGE> Part II - Other Information The Company is proposing an amendment to its Articles of Incorporation to reduce the par value of its Common Stock from $.10 per share to $.01 per share at the 2004 Annual Meeting of Shareholders. Item 1. Legal Proceedings The Company at various times has been a defendant in certain legal actions, which arose out of the normal course of business. In the opinion of management, none of these actions are expected to have a material effect on the consolidated results of operations or financial position of the Company. Item 2. Change In Securities Not Applicable Item 3. Defaults Upon Senior Securities Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Principal Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Principal Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) The Company filed an 8-K dated January 27, 2004 related to the redemption of the outstanding Series B and Series E preferred stock. . 12 <PAGE> 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. United Systems Technology, Inc. Date: May 13, 2004 By: /s/ Thomas E. Gibbs --------------------- Thomas E. Gibbs, President and Chairman of the Board (Principal Executive Officer) Date: May 13, 2004 By: /s/ Randall L. McGee ---------------------- Randall L. McGee, Secretary and Treasurer (Principal Financial and Accounting Officer) 13 <PAGE> EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Thomas E. Gibbs, Chief Executive Officer of United Systems Technology, Inc. ("registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of the registrant; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: May 13, 2004 By: /s/ Thomas E. Gibbs ------------------- Thomas E. Gibbs President and Chief Executive Officer <PAGE> EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Randall L. McGee, Chief Financial Officer of United Systems Technology, Inc. ("registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of the registrant; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: May 13, 2004 By: /s/ Randall L. McGee --------------------- Randall L. McGee Vice President and Chief Financial Officer <PAGE> Exhibit 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the Quarterly Report of United Systems Technology, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2004 (the "Report"). I, Thomas E. Gibbs, Principal Executive Officer of the Company, hereby certify that, to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respect, the financial condition and results of the operations of the Company. Date: May 13, 2004 By: /s/ Thomas E. Gibbs --------------------- Thomas E. Gibbs, President and Chairman of the Board (Principal Executive Officer) <PAGE> Exhibit 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the Quarterly Report of United Systems Technology, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2004 (the "Report"). I, Randall L. McGee, Principal Financial and Accounting Officer of the Company, hereby certify that, to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respect, the financial condition and results of the operations of the Company. Date: May 13, 2004 By: /s/ Randall L. McGee ---------------------- Randall L. McGee, Secretary and Treasurer (Principal Financial and Accounting Officer) <PAGE> </TEXT> </DOCUMENT>