-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KRgYiYkgmnotVI/otegAxhdxsLgenuhwWMlRg9X/x0fxnvvHlyOzT5DxZDzYCnVy ZnJ4p8G/AwWIyK7epuAYyg== 0000892569-99-000043.txt : 19990112 0000892569-99-000043.hdr.sgml : 19990112 ACCESSION NUMBER: 0000892569-99-000043 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990108 ITEM INFORMATION: FILED AS OF DATE: 19990111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROCOM TECHNOLOGY INC CENTRAL INDEX KEY: 0001025711 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 330268063 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21653 FILM NUMBER: 99503601 BUSINESS ADDRESS: STREET 1: 1821 EAST DYER ROAD CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 949-794-4257 MAIL ADDRESS: STREET 1: 2181 DUPONT DRIVE CITY: IRVINE STATE: CA ZIP: 92715 8-K/A 1 FORM 8-K AMENDMENT # 1 DATED JANUARY 8, 1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JANUARY 8, 1999 (OCTOBER 29, 1998) - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) PROCOM TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) CALIFORNIA 0-21053 33-0268063 - -------------------------------------------------------------------------------- (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1821 EAST DYER ROAD, SANTA ANA, CALIFORNIA 92705 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (949) 794-4257 ---------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 AMENDMENT NO. 1 On October 29, 1998, Procom Technology, Inc., a California corporation (the "Company"), filed a Form 8-K reporting its purchase of substantially all of the assets and the assumption of certain liabilities of Invincible Technologies Corporation, a Delaware corporation ("ITC"). In accordance with Item 7 of Form 8-K, the Company is now filing financial statements of ITC. Information concerning the pro forma financial effect of the acquisition was included in the Company's Report on Form 10-K for the year ended July 31, 1998 previously filed with the Securities and Exchange Commission on October 29, 1998 and is also filed with this Amendment No. 1 to Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS: The following financial statements and pro forma financial information are filed as a part of this report. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Invincible Technologies Corporation, a Delaware corporation: (1) Independent Auditors' Report (Arthur Andersen LLP); (2) Balance Sheet for the fiscal year ended March 31, 1998; (3) Statement of Operations for the fiscal year ended March 31, 1998; (4) Statement of Redeemable Preferred Stock and Stockholders' Deficit (Deficit) for the fiscal year ended March 31, 1998; (5) Statement of Cash Flows for the fiscal year ended March 31, 1998; and (6) Notes to Financial Statements for the fiscal year ended March 31, 1998. (b) PRO FORMA FINANCIAL INFORMATION. During the year ended July 31, 1998, the Company completed two acquisitions. In February 1998, the Company purchased 100% of the outstanding shares of Megabyte Computerhandels AG ("Megabyte"), a German distributor of high-end networking solutions. No Report on Form 8-K was required or filed for the acquisition of Megabyte. The transaction was accounted for as a purchase, and was effected by the Company's issuance of 104,144 shares of the Company's common stock valued at $900,000. The Company recorded the assets and liabilities of Megabyte at their fair values on the date of acquisition. The purchase price in excess of the fair value of the net assets acquired was approximately $713,000, which has been recorded as goodwill, and will be expensed on a straight line basis over 7 years. In June 1998, the Company completed the acquisition of substantially all the assets and liabilities of ITC, a Massachusetts-based developer and reseller of high capacity, fault tolerant network storage solutions. The Company reported the acquisition on a Report on Form 8-K on October 29, 1998. The ITC transaction was accounted for as a purchase of assets. The purchase price paid consisted of cash of approximately $1.0 million, and the Company assumed liabilities in excess of net assets acquired of approximately $1.6 million, for a total purchase price of approximately $2.6 million. The following unaudited pro forma information has been prepared assuming that the acquisitions of Megabyte and Invincible had taken place at the beginning of the respective periods presented. Amortization of goodwill relating to the acquisitions from the beginning of the periods presented, and a charge for in process research and development of approximately $1.7 million (See Note 11 to the Consolidated Financial Statements of Procom Technology, Inc. for July 31, 1998) recorded as of the beginning of the periods presented represents the only material proforma adjustments to the historical financial information of Megabyte and ITC. The pro forma financial information is not necessarily indicative of the combined results that would have occurred had the acquisitions taken place at the beginning of the period, nor is it necessarily indicative of results that may occur in the future. (UNAUDITED) PRO FORMA FOR THE YEARS ENDED July 31, 1997 July 31, 1998 ------------- ------------- (in thousands, except per share data) Revenues $160,584 $135,576 Gross profit $ 47,171 $ 50,161 Operating income $ 10,193 $ 5,381 Net income $ 5,982 $ 3,732 Net income per share--diluted $ .57 $ .33 3 Information concerning the pro forma financial effect of the acquisition was included in the financial statements and the notes thereto included in the Company's Report on Form 10-K for the year ended July 31, 1998 previously filed with the Securities and Exchange Commission. The balance sheet of Procom Technology, Inc. for July 31, 1998 included in such Report on Form 10-K reflects the values of the acquired assets and liabilities of ITC. The financial statements of Procom Technology, Inc. for the three years ended July 31, 1998 and the notes thereto are included in their entirety in this Amendment No. 1 to Form 8-K. (c) EXHIBITS. The following documents are filed as exhibits to this report: 1. Exhibit 7(c)(99.1) - Financial Statements of Business Acquired, Invincible Technologies Corporation. (1) Independent Auditors' Report (Arthur Andersen LLP); (2) Balance Sheet for the fiscal year ended March 31, 1998; (3) Statement of Operations for the fiscal year ended March 31, 1998; (4) Statement of Redeemable Preferred Stock and Stockholders' Deficit for the fiscal year ended March 31, 1998; (5) Statement of Cash Flows for the fiscal year ended March 31, 1998; and (6) Notes to Financial Statements for the fiscal year ended March 31, 1998. 2. Exhibit 7(c)(99.2) - Consolidated Financial Statements of Procom Technology, Inc. (1) Independent Auditors' Report (Arthur Andersen LLP); (2) Consolidated Balance Sheets as of July 31, 1998 and 1997; (3) Consolidated Statements of Operations for the three years ended July 31, 1998; (4) Consolidated Statements of Stockholders' Equity for the three years ended July 31, 1998; (5) Consolidated Statements of Cash Flows for the three years ended July 31, 1998; and (6) Notes to Consolidated Financial Statements for the three years ended July 31, 1998. 4 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 hereunto duly authorized. PROCOM TECHNOLOGY, INC. (Registrant) Date: January 8, 1999 By: /s/ Frederick Judd ------------------------------------ Name: Frederick Judd Title: Vice President Finance and General Counsel (Duly Authorized Officer and Principal Accounting Officer) 5 EXHIBIT INDEX Exhibit Number - ------- 99.1 FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Invincible Technologies Corporation. (1) Independent Auditors' Report (Arthur Andersen LLP); (2) Balance Sheet for the fiscal year ended March 31, 1998; (3) Statement of Operations for the fiscal year ended March 31, 1998; (4) Statement of Redeemable Preferred Stock and Stockholders' Deficit for the fiscal year ended March 31, 1998; (5) Statement of Cash Flows for the fiscal year ended March 31, 1998; (6) Notes to Financial Statements for the fiscal year ended March 31, 1998. 99.2 Financial Statements of Procom Technology, Inc. (1) Independent Auditors' Report (Arthur Andersen LLP); (2) Consolidated Balance Sheets as of July 31, 1998 and 1997; (3) Consolidated Statements of Operations for the three years ended July 31, 1998; (4) Consolidated Statements of Stockholders' Equity for the three years ended July 31, 1998; (5) Consolidated Statements of Cash Flows for the three years ended July 31, 1998; (6) Notes to Consolidated Financial Statements for the three years ended July 31, 1998. EX-99.1 2 FINANCIAL STATEMENTS OF BUSINESS ACQUIRED 1 EXHIBIT 99.1 INVINCIBLE TECHNOLOGIES CORPORATION FINANCIAL STATEMENTS AS OF MARCH 31, 1998 TOGETHER WITH AUDITORS' REPORT 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders of Invincible Technologies Corporation: We have audited the accompanying balance sheet of Invincible Technologies Corporation (a Delaware corporation) as of March 31, 1998, and the related statements of operations, redeemable preferred stock and stockholders' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Invincible Technologies Corporation as of March 31, 1998, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Boston, Massachusetts October 20, 1998 2 3 INVINCIBLE TECHNOLOGIES CORPORATION BALANCE SHEET (In thousands, except share data)
ASSETS MARCH 31, 1998 CURRENT ASSETS: Cash $ 399 Accounts receivable, less reserves of $165 2,062 Inventories 977 Other 280 ------- Total current assets 3,718 ------- PROPERTY AND EQUIPMENT, AT COST: Computers and manufacturing equipment 1,405 System spares 276 Furniture and fixtures 95 Leasehold improvements 123 ------- 1,899 Less--Accumulated depreciation 902 ------- 997 ------- OTHER ASSETS 85 ------- Total assets $ 4,800 ======= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Notes payable to bank $ 1,725 Accounts payable 2,206 Accrued expenses 1,696 ------- Total current liabilities 5,627 ------- COMMITMENTS (Note 4) REDEEMABLE PREFERRED STOCK: Redeemable convertible preferred stock, Series C, $.01 par value- Authorized--1,646,676 shares Issued and outstanding--1,639,948 shares (preference in liquidation of 4,163 $4,215,000) Redeemable convertible preferred stock, Series B, $.01 par value- Authorized--1,100,000 shares Issued and outstanding--1,000,000 shares (preference in liquidation of 1,475 $1,500,000) STOCKHOLDERS' DEFICIT: Common stock, $.01 par value- Authorized--10,000,000 shares Issued and outstanding--5,625,000 shares 56 Additional paid-in capital 883 Accumulated deficit (7,400) Treasury shares, at cost, 413,750 common shares (4) ------- Total stockholders' deficit (6,465) ------- Total liabilities and stockholders' deficit $ 4,800 =======
The accompanying notes are an integral part of these financial statements. 3 4 INVINCIBLE TECHNOLOGIES CORPORATION STATEMENT OF OPERATIONS (In thousands, except share data)
YEAR ENDED MARCH 31, 1998 REVENUES $ 14,312 COST OF REVENUES 9,713 --------- Gross margin 4,599 --------- OPERATING EXPENSES: Selling and marketing 4,590 General and administrative 2,551 Research and development 846 Nonrecurring charge (Note 3) 799 --------- 8,786 --------- Loss from operations (4,187) INTEREST EXPENSE, NET (165) --------- Net loss $ (4,352) ========= BASIC AND DILUTED NET LOSS PER SHARE $ (.77) ========= BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 5,625,000 =========
The accompanying notes are an integral part of these financial statements. 4 5 INVINCIBLE TECHNOLOGIES CORPORATION STATEMENT OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (In thousands, except share data)
REDEEMABLE PREFERRED STOCK SERIES C REDEEMABLE SERIES B REDEEMABLE COMMON STOCK ADDITIONAL CONVERTIBLE CONVERTIBLE PAID-IN CAPITAL PREFERRED STOCK PREFERRED STOCK NUMBER OF $.01 PAR NUMBER OF $.01 PAR NUMBER OF $.01 PAR SHARES VALUE SHARES VALUE SHARES VALUE BALANCE, MARCH 31, 1997 1,639,948 $ 4,163 1,000,000 $ 1,475 5,625,000 $ 56 $ 883 --------- --------- --------- --------- --------- --------- --------- Net loss -- -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- BALANCE, MARCH 31, 1998 1,639,948 $ 4,163 1,000,000 $ 1,475 5,625,000 $ 56 $ 883 ========= ========= ========= ========= ========= ========= ========= STOCKHOLDERS' DEFICIT ACCUMULATED TREASURY STOCK TOTAL DEFICIT STOCKHOLDERS' DEFICIT NUMBER OF $.01 PAR SHARES VALUE BALANCE, MARCH 31, 1997 $ (3,048) (413,750) $ (4) $ (2,113) --------- --------- --------- --------- Net loss (4,352) -- -- (4,352) --------- --------- --------- --------- BALANCE, MARCH 31, 1998 $ (7,400) (413,750) $ (4) $ (6,465) ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements. 5 6 INVINCIBLE TECHNOLOGIES CORPORATION STATEMENT OF CASH FLOWS (In thousands)
YEAR ENDED MARCH 31, 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(4,352) Adjustments to reconcile net loss to net cash used for operating activities- Depreciation 432 Nonrecurring charge 799 Changes in current assets and liabilities- Accounts receivable 1,387 Inventories 312 Other assets (147) Accounts payable 572 Accrued expenses 927 ------- Net cash used for operating activities (70) ------- CASH FLOWS USED FOR INVESTING ACTIVITIES: Purchases of property and equipment (1,009) ------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments of notes payable to bank (4,115) Proceeds from notes payable to bank 5,040 ------- Net cash provided by financing activities 925 ------- NET DECREASE IN CASH (154) CASH, BEGINNING OF YEAR 553 ------- CASH, END OF YEAR $ 399 =======
The accompanying notes are an integral part of these financial statements. 6 7 INVINCIBLE TECHNOLOGIES CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (1) OPERATIONS Invincible Technologies Corporation (the Company) was incorporated in Delaware on March 5, 1993 to design, integrate, manufacture, market and support high-performance storage and server products primarily for open systems utilizing midrange computers, wide area networks and local area networks. The Company is subject to a number of risks similar to those of other companies in the same stage of development. Principal among these risks are the ability to obtain adequate financing, dependence on key individuals, successful development, manufacturing and marketing of its products and competition from other products and companies. The Company was acquired by Procom Technology, Inc. (Procom) on June 24, 1998 (see Note 10). (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following: MARCH 31, 1998 Raw materials $546,000 Work-in-process 78,000 Finished goods 353,000 -------- $977,000 ======== (b) Depreciation The Company provides for depreciation using the straight-line method by charges to operations in amounts estimated to allocate the cost of these assets over their useful lives, as follows: ESTIMATED ASSET CLASSIFICATION USEFUL LIFE Computers and manufacturing equipment 3-5 years System spares 3 years Furniture and fixtures 5 years 8 INVINCIBLE TECHNOLOGIES CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (Continued) Leasehold improvements are amortized over the term of the lease or the useful life of the asset, whichever is shorter. (c) Revenue Recognition The Company recognizes revenue upon shipment of products. A provision is made at that time for estimated warranty costs to be incurred. (d) Concentration of Credit Risk Statement of Financial Accounting Standards (SFAS) No. 105, Disclosure of Information About Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk, requires disclosure of any significant off-balance-sheet and credit risk concentrations. Financial instruments that potentially subject the Company to concentrations of credit risk are principally accounts receivable. A significant portion of the Company's business activity is with customers whose ability to meet their financial obligations is dependent on domestic economic conditions. To reduce credit risk, the Company routinely assesses the financial strengths of its customers (see Note 8). (e) Stock-Based Compensation Effective April 1, 1996, the Company adopted the provisions of SFAS No. 123, Accounting for Stock-Based Compensation. The Company has elected to continue to account for stock options at intrinsic value under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, with disclosure of the effects of fair value accounting on net income on a pro forma basis (see Note 6). (f) Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. 8 9 INVINCIBLE TECHNOLOGIES CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (Continued) (g) Impairment of Long-Lived Assets The Company follows the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of. SFAS No. 121 addresses accounting and reporting requirements for impairment of long-lived assets based on their fair market values. Upon evaluating the realizability of its property and equipment, a write-down of certain fixed assets occurred in fiscal 1998 (see Note 3). (h) Net Loss Per Share In March 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 128, Earnings per Share. This statement established standards for computing and presenting net income (loss) per share. This statement is effective for years ending after December 15, 1997. Basic net loss per share was determined by dividing net loss by the weighted average common shares outstanding during the period. Diluted net loss per share was determined by dividing net loss by diluted weighted average shares outstanding. Diluted weighted average shares reflects the dilutive effect, if any, of common equivalent shares, which includes common stock options and convertible preferred stock. Options to purchase a total of 569,500 common shares and 2,639,948 shares of common stock issuable upon the conversion of the 2,639,948 shares of Series B and C Redeemable Convertible Preferred Stock have been excluded from the computation of diluted weighted average shares outstanding, as they are antidilutive. Accordingly, there is no difference between basic and diluted weighted average shares outstanding. (i) Statements of Cash Flows Supplemental Information Cash paid for interest during the year ended March 31, 1998 was approximately $152,000. (3) NONRECURRING CHARGE During the year ended March 31, 1998, the Company ceased the development of certain proprietary fault tolerant and high availability client server and software products. As a result of the change in focus, the Company recorded a write-down of approximately $799 of certain fixed assets associated with the development efforts. Additionally, approximately $1,250 of inventory was written off which is included in cost of goods sold in the accompanying statement of operations. 9 10 INVINCIBLE TECHNOLOGIES CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (Continued) (4) OPERATING LEASES The Company leases its corporate headquarters, field sales offices and certain office equipment under operating leases expiring at various dates through 2001. Approximate future minimum lease payments under these agreements are as follows: FISCAL YEAR ENDED AMOUNT 1999 $211,000 2000 152,000 2001 148,000 -------- $511,000 ======== Rent expense for the year ended March 31, 1998 was approximately $225,000. (5) PREFERRED STOCK The Series B Redeemable Convertible Preferred stockholders (Series B Preferred stockholders) and the Series C Redeemable Convertible Preferred stockholders (Series C Preferred stockholders) have the following rights and privileges: VOTING The Series B and Series C Redeemable Convertible Preferred stockholders will vote with all other stockholders as a single class on matters, with one vote for each share held. Upon the occurrence of certain events, as defined, the Series B and Series C Preferred stockholders will vote as a separate class. CONVERSION Each share of outstanding Series B and Series C Redeemable Convertible Preferred Stock is convertible at any time into one share of common stock. The conversion of the Series B Redeemable Convertible Preferred Stock is automatic upon the closing of an initial public offering of the Company's common stock resulting in gross proceeds of at least $7,000,000 and a price of at least $3.75 per share. The conversion of the Series C Redeemable Convertible Preferred Stock is automatic upon the closing of an initial public offering of the Company's common stock resulting in the gross proceeds of at least $10,000,000 and a price of at least $6.43 per share. 10 11 INVINCIBLE TECHNOLOGIES CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (Continued) LIQUIDATION In the event of liquidation, the Series B and Series C Preferred stockholders shall be paid $1.50 and $2.57 per share, respectively, plus a portion of any remaining distributions, as defined. The Series B and Series C Preferred stockholders have preference and priority over common stockholders and pari passu with each other. DIVIDENDS The holders of the Series B and Series C Redeemable Convertible Preferred Stock shall be entitled to receive dividends if and when declared by the Board of Directors. REDEMPTION At their option, Series B and Series C Preferred stockholders may have all of their outstanding shares redeemed by the Company for cash on or after December 30, 2001. The holders of Series B and Series C Redeemable Convertible Preferred Stock shall be paid an amount per share equal to the greater of the then fair market value per share or the original purchase price plus all dividends declared but unpaid at the redemption date. (6) STOCK OPTION PLAN The Board of Directors has approved the 1994 and 1996 Stock Option Plans (the Plans), pursuant to which options to purchase up to 1,820,000 shares of common stock may be granted to directors, officers and other employees of, and consultants or advisers to, the Company. Incentive stock options may be granted under the Plans at a price not less than the fair market value on the date of grant. Options granted under the Plans vest over various periods and expire no later than 10 years from the date of grant. Option activity for the year ended March 31, 1998 is summarized as follows: WEIGHTED NUMBER OF AVERAGE OPTIONS EXERCISE PRICE Outstanding, March 31, 1997 875,915 $ .96 Granted 555,500 1.71 Cancelled (861,915) (1.54) --------- Outstanding, March 31, 1998 569,500 .80 ========= Exercisable, March 31, 1998 447,825 .66 ========= 11 12 INVINCIBLE TECHNOLOGIES CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (Continued) Had compensation cost for the Plans been determined using the fair value method, the Company's net loss would have been increased to the following pro forma amounts: 1998 Net Loss- As reported $(4,352) Pro forma $(4,369) Net Loss Per Share- As reported $ (.77) Pro forma $ (.77) Consistent with SFAS 123, pro forma net losses have not been calculated for options granted prior to April 1, 1995. Pro forma compensation cost may not be representative of that to be expected in future years. The weighted average fair value of options granted during 1998 was $0.43. The value was estimated on the date of grant using the minimum value approach with the following assumptions used for grants in 1998: risk-free interest rates at 6%, expected lives of 5 years and dividend yield of 0. The weighted average remaining contractual life was 7.15 years and the range of exercise price was $.50 to $1.71 at March 31, 1998. (7) INCOME TAXES The Company provides for income taxes under the liability method in accordance with SFAS No. 109, Accounting for Income Taxes. Under the provisions of SFAS No. 109, the Company recognizes a current tax liability or asset for current taxes payable or refundable, and a deferred tax liability or asset for the estimated future effects of temporary differences between the carrying value of assets and liabilities for financial reporting and tax reporting purposes, to the extent they are realizable. The approximate effect of each type of temporary difference and carryforward as of March 31, 1998 is as follows: Nondeductible reserves $ 410 Net operating loss carryforwards 2,360 Tax depreciation in excess of book (64) Valuation allowance (2,706) ------- $ - ======= 12 13 INVINCIBLE TECHNOLOGIES CORPORATION NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (Continued) The deferred tax assets have been reduced by a valuation allowance, as they do not satisfy the recognition criteria set forth in SFAS No. 109. The difference between the effective tax rate and the statutory federal tax rate is as follows: Net loss at statutory rate $(1,430) (34%) Impact of state taxes (240) (6%) Increase in valuation allowance 1,646 39% Other 24 1% ------- -- $ -- 0% ======= == At March 31, 1998, the Company has available, subject to review and possible adjustment, a net operating loss carryforward of approximately $5,900. The carryforward may be used to offset future taxable income, if any, and expires beginning in 2009. The Internal Revenue Code contains provisions that may limit the net operating loss carryforward available to be used in any given year in the event of significant changes in ownership interest. (8) SIGNIFICANT CUSTOMERS During 1998, one customer (an end user) accounted for approximately 21% of revenue. This customer's accounts receivable balance represented approximately 19% of gross accounts receivable. Another two customers also accounted for an additional 22% of gross accounts receivable. (9) REVOLVING NOTE PAYABLE The Company has a revolving note payable agreement (the revolver) with a bank whereby the Company may borrow up to $3,000,000. Borrowings under the revolver accrue interest at the bank's prime rate (8.75% at March 31, 1998) plus .5%, and are secured by certain assets of the Company. The revolver expired on September 1, 1998. In addition, the Company is subject to certain financial and operating covenants defined in the revolver. As of March 31, 1998, the Company was out of compliance with certain of these covenants. (10) ACQUISITION OF COMPANY In June 1998, substantially all of the assets and liabilities of the Company were acquired by Procom (see Note 1). The transaction was accounted for under the purchase method of accounting. The purchase price consisted approximately of $1,000 in cash, and the assumption of liabilities totaling approximately of $4,700, including the notes payable to the bank. Procom has determined that $1.7 million of the purchase price was related to the Company's research and development efforts which had not attained technological feasibility, and for which no alternative future use was expected. 13 EX-99.2 3 FINANCIAL STATEMENT OF PROCOM TECHNOLOGY, INC 1 EXHIBIT 99.2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors Procom Technology, Inc.: We have audited the accompanying consolidated balance sheets of Procom Technology, Inc. (a California corporation) and its subsidiaries (the "Company") as of July 31, 1997 and July 31, 1998, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended July 31, 1998. These financial statements and the schedule referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Procom Technology, Inc. and its subsidiaries as of July 31, 1997 and July 31, 1998, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 1998 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedule listed in the index to the consolidated financial statements is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole. ARTHUR ANDERSEN LLP Orange County, California October 8, 1998 2 PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
JULY 31, 1997 JULY 31, 1998 ------------- ------------- Current assets: Cash .................................................. $ 227,000 $ 577,000 Short-term marketable securities, held to maturity .................................... 18,550,000 22,785,000 Accounts receivable, less allowance for doubtful accounts and sales returns of $992,000 and $1,329,000, respectively ........................................ 12,545,000 15,050,000 Inventories, net ...................................... 9,063,000 9,147,000 Deferred income taxes ................................. 1,405,000 1,852,000 Prepaid expenses ...................................... 588,000 748,000 Other current assets .................................. 49,000 223,000 ----------- ----------- Total current assets .......................... 42,427,000 50,382,000 Property and equipment, net ............................. 816,000 2,211,000 Other assets ............................................ 31,000 1,846,000 ----------- ----------- Total assets .................................. $43,274,000 $54,439,000 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit ........................................ $ -- $ 210,000 Accounts payable ...................................... 10,518,000 11,540,000 Accrued expenses and other current liabilities ......................................... 764,000 2,949,000 Accrued compensation .................................. 1,462,000 1,321,000 Capital lease obligations ............................... 29,000 -- Deferred service revenues ............................. -- 931,000 Income taxes payable .................................. 434,000 756,000 ----------- ----------- Total current liabilities ..................... 13,207,000 17,707,000 ----------- ----------- Commitments and contingencies Shareholders' equity: Preferred stock, no par value; 10,000,000 shares authorized, no shares issued and outstanding ...................... -- -- Common stock, $.01 par value; 65,000,000 shares authorized, 11,024,562 and 11,178,742, shares issued and outstanding, respectively ........................................ 110,000 112,000 Additional paid in capital ............................. 16,467,000 17,751,000 Retained earnings ................................... 13,490,000 18,866,000 Foreign currency translation adjustment ............. -- 3,000 ----------- ----------- Total shareholders' equity ..................... 30,067,000 36,732,000 ----------- ----------- Total liabilities and shareholders' equity ............... $43,274,000 $54,439,000 =========== ===========
The accompanying notes are an integral part of these consolidated balance sheets. 3 PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED ----------------------------------------------------- JULY 26, JULY 31, JULY 31, 1996 1997 1998 ------------- ------------- ------------- Net sales ................... $ 73,456,000 $ 109,332,000 $ 111,886,000 Cost of sales ............... 51,489,000 72,684,000 75,527,000 ------------- ------------- ------------- Gross profit ........... 21,967,000 36,648,000 36,359,000 Selling, general and administrative expenses ... 15,401,000 19,155,000 22,257,000 Research and development expenses .................. 1,635,000 3,922,000 4,788,000 Acquired research and development ............... -- -- 1,693,000 ------------- ------------- ------------- Operating income ....... 4,931,000 13,571,000 7,621,000 Interest income ............. -- 459,000 1,244,000 Interest expense ............ (282,000) (131,000) (15,000) ------------- ------------- ------------- Income before income taxes ................ 4,649,000 13,899,000 8,850,000 Provision for income taxes .. 1,800,000 5,452,000 3,474,000 ------------- ------------- ------------- Net income .................. $ 2,849,000 $ 8,447,000 $ 5,376,000 ============= ============= ============= Net income per common share Basic ............... $ 0.32 $ 0.83 $ 0.48 ============= ============= ============= Diluted ..................... $ 0.31 $ 0.81 $ 0.48 ============= ============= ============= Weighted average number of common shares (Basic) ..... 9,000,000 10,205,000 11,114,000 ============= ============= ============= Diluted ..................... 9,172,000 10,374,000 11,252,000 ============= ============= =============
The accompanying notes are an integral part of these consolidated financial statements. 4 PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
COMMON STOCK ------------------------ PAID IN RETAINED CURRENCY SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT TOTAL ---------- -------- ----------- ----------- ---------- ----------- Balance at July 28, 1995...... 9,000,000 3,000 -- 2,284,000 -- 2,287,000 Net income......... -- -- -- 2,849,000 -- 2,849,000 ---------- -------- ----------- ----------- ---------- ----------- Balance at July 26, 1996...... 9,000,000 3,000 -- 5,133,000 -- 5,136,000 Change in par value to $.01 per share.......... -- 87,000 3,000 (90,000) -- -- Public offering proceeds........... 2,000,000 20,000 16,166,000 -- -- 16,186,000 Compensatory options expense.... -- -- 35,000 -- -- 35,000 Exercise of employee stock options...... 24,562 -- 62,000 -- -- 62,000 Tax benefit from stock options exercise........... -- -- 201,000 -- -- 201,000 Net income........... -- -- -- 8,447,000 -- 8,447,000 ---------- -------- ----------- ----------- ---------- ----------- Balance at July 31, 1997...... 11,024,562 110,000 16,467,000 13,490,000 -- 30,067,000 ---------- -------- ----------- ----------- ---------- ----------- Exercise of employee stock options............ 50,036 1,000 143,000 -- -- 144,000 Tax benefit from stock options exercise........... -- -- 242,000 -- -- 242,000 Acquisition of Megabyte........ 104,144 1,000 899,000 -- -- 900,000 Foreign currency translation adjustment......... -- -- -- -- 3,000 3,000 Net income........... -- -- -- 5,376,000 -- 5,376,000 ---------- -------- ----------- ----------- ---------- ----------- Balance at July 31, 1998...... 11,178,742 $112,000 $17,751,000 $18,866,000 $ 3,000 $36,732,000 ========== ======== =========== =========== ========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 5 PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED ------------------------------------------------ JULY 26, JULY 31, JULY 31, 1996 1997 1998 ------------ ------------ ------------ Cash flows from operating activities: Net income .......................... $ 2,849,000 $ 8,447,000 $ 5,376,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization ... 194,000 248,000 605,000 Acquired research and development.. -- -- 1,693,000 Changes in assets and liabilities: Accounts receivable .......... (3,727,000) (3,311,000) 270,000 Inventories .................. (5,464,000) 697,000 2,097,000 Deferred income taxes ........ (246,000) (800,000) (405,000) Prepaid expenses ............. (38,000) (384,000) 175,000 Other current assets ......... 6,000 (37,000) (23,000) Other assets ................. 186,000 (3,000) (20,000) Accounts payable ............. 2,724,000 2,264,000 (2,524,000) Accrued expenses and compensation ............... 1,469,000 (841,000) 638,000 Deferred service revenue ..... -- -- 175,000 Income taxes payable ......... 366,000 (2,000) 255,000 ------------ ------------ ----------- Net cash provided by (used in) operating activities ............. (1,681,000) 6,278,000 8,312,000 ------------ ------------ ----------- Cash flows from investing activities: Purchase of property and equipment .. (431,000) (588,000) (787,000) Acquisitions, net of cash acquired .......................... -- -- (633,000) ------------ ------------ ----------- Net cash used in investing activities ............. (431,000) (588,000) (1,420,000) ------------ ------------ ----------- Cash flows from financing activities: Principal payments for capital lease obligations ................. (8,000) (5,000) (29,000) Borrowings on lines of credit ....... 64,825,000 38,500,000 210,000 Payments made on lines of credit .... (62,124,000) (42,685,000) (2,877,000) Public offering of common stock ..... -- 16,186,000 -- Stock options, exercises and related tax benefits ...................... -- 298,000 386,000 ----------- ------------ ----------- Net cash provided by (used in) financing activities ............. 2,693,000 12,294,000 (2,310,000) Effect of exchange rate changes ..... -- -- 3,000 ------------ ------------ ----------- Increase (decrease) in cash ......... 581,000 17,984,000 4,585,000 Cash at beginning of period ............. 212,000 793,000 18,777,000 ------------ ------------ ----------- Cash at end of period ................... $ 793,000 $ 18,777,000 $23,362,000 ============ ============ =========== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest ............................ $ 248,000 $ 165,000 $ 15,000 Income taxes ........................ 1,472,000 5,947,000 3,312,000
The accompanying notes are an integral part of these consolidated financial statements. 6 PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Procom Technology, Inc. (the "Company") was incorporated in California in 1987. The Company designs, manufactures and markets enterprise-wide data storage and information access solutions that are compatible with all major hardware platforms, network protocols and operating systems. Principles of Consolidation The consolidated financial statements include the accounts of Procom Technology, Inc. and its wholly-owned subsidiaries, Megabyte Computerhandels, AG, a German corporation, Invincible Technologies Acquisition Corporation, a Massachusetts corporation and Procom Technology FSC, a foreign sales corporation. All significant intercompany transactions have been eliminated in consolidation. Fiscal Year For fiscal 1996, the Company's fiscal year ended on the Friday of, or nearest to, July 31. Fiscal 1996 had 52 weeks. In May 1997, the Company modified its accounting periods so that the last day of its fiscal quarter and fiscal year would end on the last day of the calendar month. As a result, the 1997 fiscal year contains four additional days. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments - Cash and short-term marketable securities, held to maturity The carrying amount of cash and cash equivalents approximates fair value for all periods presented because of the short-term maturities (less than 90 days) of these financial instruments. Accounts Receivable The allowance for doubtful accounts includes management's estimate of the amount expected to be lost on specific accounts and for losses on other as yet unidentified accounts included in accounts receivable. In estimating the potential losses on specific accounts, management relies on in-house prepared analyses and review of other available information. The allowance for sales returns includes management's estimates of the anticipated sales returns relating to each reporting period. In estimating the allowance for sales returns, management relies on historical experience. The amounts the Company will ultimately realize could differ materially in the near term from the amounts assumed in arriving at the allowance for doubtful accounts and sales returns in the accompanying financial statements. Inventories Inventories are valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. Allowances for obsolete inventory are based on management's estimate of the amount considered obsolete based on specific reviews of inventory items. In estimating the allowance, management relies on its knowledge of the industry (including technological and design changes) as well as its current inventory levels. The amounts the Company will ultimately realize could differ materially in the near term from amounts estimated by management. Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the respective estimated useful lives of the assets, which range from three to seven years. Leasehold improvements and assets under capital leases are amortized using the straight-line method over the lesser of the lease term or the estimated useful life of the assets. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance and repairs that do not extend the assets' lives are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the Company's accounts and any gain or loss is included in the statement of operations. 7 Income Taxes The Company reports certain expenses differently for financial and tax reporting purposes and, accordingly, provides for the related deferred income taxes. Income taxes are accounted for under the liability method in accordance with Statement of Financial Accounting Standards No. 109. Revenue Recognition The Company recognizes revenue from product sales upon shipment, or in the case of certain distributors, their receipt of the goods shipped. All sales are denominated in either U.S. dollars or German marks. The Company has established a program that, under specified conditions, enables distributors and resellers to return products to the Company for credit against additional purchases or, in the event the Company reduces its selling prices, to receive credits for the reduction in selling price. The amount of potential product returns, including returns under the Company's warranty program, and credits for selling price reductions are estimated and provided for in the period of the sale. The amounts the Company will ultimately realize could differ materially in the near term from the amounts estimated. Under an evaluation program, products may be shipped to customers on a trial basis and returned within a specified period if the customers are not satisfied. Evaluation units shipped are not recorded as sales until the customer has paid for such units. Deferred Service Revenue The Company markets and sells service contracts for certain of its products which require the Company to service previously sold products for a specified period of time, usually one to three years. Revenue from such contracts are billed to customers at the time of sale, but earned ratably over the life of the service agreement. A corresponding liability reflecting the unearned revenue is recorded as a current liability, since the portion of the unearned revenue relating to service after twelve months is not material. Research and Development Costs Costs and expenses that can be clearly identified as research and development, including software development costs, are charged to research and development expenses as incurred. Concentration of Credit Risk Three customers accounted for approximately 47% and 36% of the Company's total accounts receivable on July 31, 1997 and July 31, 1998, respectively, and one customer accounted for approximately 12% and 9% of the Company's net sales for fiscal 1997 and 1998, respectively. The loss of any one of the Company's significant customers could have an adverse effect on the Company's business. Net income per Common Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). SFAS 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. The adoption of SFAS 128 did not have a material impact on the Company's earnings per share. For the periods presented, basic net income per share was based on the weighted average number of shares of common stock outstanding during the period. For the same periods, diluted net income per share further included the effect of stock options outstanding during the period. Weighted average number of shares for basic and diluted earnings per share are calculated as follows:
FISCAL YEAR ---------------------------------------- 1996 1997 1998 ---------- ---------- ---------- Weighted average common shares outstanding during the period .......... 9,000,000 10,205,000 11,114,000 Potential dilution ............ 172,000 169,000 138,000 ---------- ---------- ---------- 9,172,000 10,374,000 11,252,000 ========== ========== ==========
8 Employee Stock Plan In accordance with the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," the Company applies APB Opinion No. 25 and related interpretations to account for its employee stock option plan. Note 9 of the Consolidated Financial Statements contains a summary of the pro forma effects to reported net income and earnings per share as if the Company had elected to recognize compensation expense based on the fair value of the options granted at grant date as prescribed by SFAS No. 123. Impact of Recent Accounting Pronouncements In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. SFAS 130 is effective for fiscal years beginning after December 15, 1997 and will be adopted by the Company for its fiscal 1999. Adoption of this pronouncement is not expected to have a material impact on the Company's financial statements. Also in June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 131 replaces Statement of Financial Accounting Standards No. 14 and changes the way public companies report segment information. SFAS 131 is effective for fiscal years beginning after December 15, 1997 and will be adopted by the Company for its fiscal 1999 which commenced July 4, 1998. Adoption of this pronouncement is not expected to have a material impact on the Company's financial statements. 9 2. INVENTORIES A summary of inventories is as follows: JULY 31, JULY 31, 1997 1998 ---------- ---------- Raw materials ........... $5,218,000 $3,643,000 Work-in-process ......... 380,000 430,000 Finished goods .......... 3,465,000 5,074,000 ---------- ---------- $9,063,000 $9,147,000 ========== ========== 3. PROPERTY AND EQUIPMENT A summary of property and equipment is as follows:
JULY 31, JULY 31, 1997 1998 ----------- ----------- Computer equipment ............................. $ 819,000 $ 1,884,000 Furniture and fixtures ......................... 567,000 955,000 Office equipment ............................... 710,000 1,079,000 Vehicles ....................................... 82,000 20,000 Leasehold improvements ......................... 77,000 128,000 ----------- ----------- 2,255,000 4,066,000 Less accumulated depreciation .................. (1,439,000) (1,855,000) ----------- ----------- Total ................................ $ 816,000 $ 2,211,000 =========== ===========
Depreciation expense for fiscal 1996, 1997 and 1998 totaled $194,000, $248,000, and $543,000, respectively. In fiscal 1998, amortization of goodwill was $62,000. 4. INCOME TAXES The components of the provision for income taxes for fiscal 1996, 1997 and 1998 are summarized as follows:
FISCAL YEAR --------------------------------------------- 1996 1997 1998 ----------- ----------- ----------- Current: Federal .......................... $ 1,612,000 $ 5,006,000 $ 3,151,000 State ............................ 434,000 1,246,000 770,000 ----------- ----------- ----------- 2,046,000 6,252,000 3,921,000 ----------- ----------- ----------- Deferred: Federal .......................... (223,000) (670,000) (436,000) State ............................ (23,000) (130,000) (11,000) ----------- ----------- ----------- (246,000) (800,000) (447,000) ----------- ----------- ----------- Provision for income taxes ......... $ 1,800,000 $ 5,452,000 $ 3,474,000 =========== =========== ===========
Components of the Company's deferred income tax benefit are presented below:
FISCAL YEAR --------------------------------------- 1996 1997 1998 --------- --------- --------- State tax payments ................. $ 137,000 $ 241,000 $(175,000) Depreciation ....................... (3,000) (40,000) (12,000) Inventory reserves ................. 36,000 14,000 14,000 Reserves for bad debts and returns . 102,000 313,000 126,000 Stock option exercises ............. -- 140,000 (140,000) Amortization of intangibles......... -- -- 570,000 Deferred service revenue ........... -- -- 138,000 Other .............................. (26,000) 132,000 (74,000) --------- --------- --------- Deferred income tax benefit ........ $ 246,000 $ 800,000 $ 447,000 ========= ========= =========
10 The following table reconciles the federal statutory income tax rate to the effective tax rate of the provision (benefit) for income taxes.
FISCAL YEAR -------------------------------- 1996 1997 1998 ------ ------ ------ Federal statutory income tax rate ................ 34.0% 34.0% 34.0% State income taxes, net of federal benefit ....... 6.1 6.1 5.8 Foreign sales benefit ............................ (1.1) (0.3) (0.3) Nondeductible amortization ....................... -- -- 3.1 Research and development tax credit .............. (0.6) (1.8) (5.6) Other ............................................ 0.3 1.2 2.3 ------ ------ ------ Effective tax rate ............................. 38.7% 39.2% 39.3% ====== ====== ======
Deferred tax assets are summarized below:
JULY 26, JULY 31, JULY 31, 1996 1997 1998 ---------- ---------- --------- Deferred tax assets: State tax payments ........................ $ 171,000 $ 338,000 $ 175,000 Depreciation .............................. 68,000 26,000 11,000 Inventory reserves ........................ 121,000 225,000 230,000 Reserves for bad debts and returns ........ 201,000 496,000 695,000 Stock option exercises .................... -- 201,000 -- Amortization of intangibles................ -- -- 570,000 Deferred service revenue sales ........... -- -- 138,000 Other .................................... 44,000 119,000 33,000 ---------- ---------- --------- Deferred income taxes .................. $ 605,000 $1,405,000 $1,852,000 ========== ========== ==========
5. OTHER ASSETS Other assets consist of the following: JULY 31, JULY 31, 1997 1998 ----------- ----------- Goodwill ..................... $ -- $ 1,636,000 Accumulated amortization ..... -- (62,000) Other assets ................. 31,000 272,000 ----------- ----------- $ 31,000 $ 1,846,000 =========== =========== Goodwill relates to two acquisitions completed by the Company in fiscal 1998. Goodwill will be amortized on a straight line basis over 7 years. 6. LINE OF CREDIT The Company has established a revolving line of credit with an institutional lender. The line is based on a percentage of the Company's eligible accounts receivable and inventory, up to a maximum of $10,000,000 in working capital loans. The line of credit accrues certain commitment fees, unused facility fees, and interest on outstanding amounts at the lender's prime rate (8.5% at July 31, 1997) plus 1.5%. The initial term of the line of credit expires on November 29, 1997, but automatically renews for successive one year periods unless terminated by either party within a specified period in advance of the automatic renewal date. The institutional lender also makes available to the Company various flooring commitments pursuant to which the Company may finance the purchase of up to $15.0 million in inventory (less any amounts outstanding in working capital loans) from certain of the Company's vendors who have credit arrangements with the institutional lender. The combined line of credit may not exceed $20.0 million and contains restrictive covenants that, among other provisions, require compliance with certain financial covenants, including the maintenance of working capital of at least $20,000,000. The combined line of credit is collateralized by all the assets of the Company. At July 31, 1997 and July 31, 1998, the Company owed $0 and $0 under the line of credit and $3,840,000 and $2,300,000, which is included in accounts payable, under the flooring agreements, respectively (see Note 7). In addition to the Finova line of credit, Megabyte has two lines of credit, utilized primarily for overdraft and short-term cash needs, with two German banks. The lines allow Megabyte to borrow up to 1,000,000 German marks (approximately $550,000 US dollars), with interest at approximately 8.5%, and is not guaranteed by Procom. At July 31, 1998, there was 375,000 DM (approximately $ 210,000 US dollars) outstanding under one of the lines and $0 under the second line of credit. 11 7. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases a facility under a noncancellable operating lease that expires in fiscal 1999. The facility lease contains an option to extend the lease under the same terms for four months. The Company has exercised the option, extending the lease until November 30, 1998. In addition, the Company leases facilities in Munich, Germany and Boston, Massachusetts, and various other sales offices. Future minimum lease payments at July 31, 1998, under these leases were as follows:
CAPITAL OPERATING LEASE LEASES --------- --------- Fiscal year ending: 1999 .............................................. $ -- $ 476,000 2000 .............................................. -- 114,000 2001 .............................................. -- 119,000 --------- --------- Total minimum lease payments ...................... -- $ 739,000 ========= Less, amounts representing interest ............... -- --------- Present value of future minimum capital lease obligations ..................................... $ -- =========
Rent expense was $398,000, $447,000 and $525,000 for fiscal 1996, 1997 and 1998, respectively. Flooring Agreements As is customary in the computer reseller industry, the Company is contingently liable at July 31, 1998 under the terms of repurchase agreements with several financial institutions providing inventory financing for dealers of the Company's products. The contingent liability under these agreements approximates the amount financed, reduced by the resale value of any products that may be repurchased, and the risk of loss is spread over several dealers and financial institutions. Losses under these agreements have been immaterial in the past. Litigation The Company is a defendant in an action filed in Orange County Superior Court by Miradco International Corporation, a private company based in Newport Beach, California, consisting of two principals ("Miradco"), which alleges that the Company breached an alleged oral contract with Miradco. In its complaint, Miradco has asserted that it is entitled to receive 280,000 shares of the Company's Common Stock, which Miradco contends has a value in excess of $5.6 million, as payment for financial advisory services allegedly rendered to the Company by Miradco. During discovery in the legal action, Miradco has claimed that it is entitled to receive up to 7% of the Company's Common Stock, with a minimum of 280,000 shares. The Company vigorously denies the existence of any oral contract with Miradco, and believes any oral contract claim of Miradco and the suit are entirely without merit. The Company intends to defend itself vigorously in this action. The Company has expended approximately $100,000 for legal costs for this action in the fiscal year ended July 31, 1998, and expects that it will incur significant additional legal expenses relating to this claim in fiscal 1999. Trial has been set initially for January 1999. While the Company believes that Miradco's claims are without merit, there can be no assurance about the outcome of this case, nor the effect it may have on the financial condition or results of operations of the Company. If the claims of Miradco were held to be valid, a judgment for a significant amount could be entered against the Company, and such judgment could have a material adverse effect on the Company's results of operations and financial condition. The Company is involved in routine litigation arising in the ordinary course of its business. While the outcome of litigation cannot be predicted with certainty, the Company believes that none of the other pending litigation will have a material adverse effect on the Company's financial position or results of operations. 12 Employment Agreements The Company has employment agreements with the Company's President and three Executive Vice Presidents. Each agreement is for a three year term with an automatic renewal provision which provides that the agreement will perpetually maintain a three-year term unless terminated. Each agreement contains severance provisions that require the payment of 35 months of base salary in the event of the termination of the covered executives. Should all four executives be terminated, the aggregate commitment arising under the severance provisions would be approximately $2.6 million and, in addition, the Company would be obligated to pay a pro rata bonus for the year of termination and the continuation for up to two years of all life insurance and medical benefits. 8. RETIREMENT PLAN The Company has a defined contribution plan covering substantially all full-time employees with more than one year of service. Each participant can elect to contribute up to 15% of his or her annual compensation. While employer contributions to the plan are discretionary, during fiscal 1995, 1996 and 1997, the Company elected to make matching contributions equivalent to between 38% and 50% of the first 4% of the employee's contribution. Total expense for fiscal 1996, 1997 and 1998 was $47,000, $72,000, and $95,000, respectively. 9. STOCK SPLIT AND STOCK OPTION PLAN In September 1995, the shareholders of the Company approved a stock split, whereby each shareholder was issued 10,000 shares of common stock for each share held. During fiscal 1996, the Company instituted the 1995 Stock Option Plan (the "1995 Plan") for its key employees and reserved 540,000 shares for grant under the 1995 Plan. In fiscal 1998, the Board approved, and the Company's shareholders approved, the reservation of an additional 450,000 shares for grant under the 1995 Plan. Pursuant to the terms of the 1995 Plan, options to purchase the Company's common stock may be granted with exercise prices equal to the fair market value of the stock on the date of grant. Options expire ten years from the date of the grant and generally vest over a period of four years. During fiscal 1998, the Board authorized the repricing of previously granted options priced in excess of $8.50 per share. The new price was $8.50 per share, the fair value of the Company's stock on the date of such repricing. The following table is a summary of stock option activity for the three years ended July 31, 1998: Year ended July 31,
1996 1997 1998 ------------------------ ------------------------ ---------------------- Weighted-Avg. Weighted-Avg. Weighted-Avg. Shares Exercise Price Shares Exercise Price Shares Exercise Price -------- -------------- -------- -------------- ------ -------------- Outstanding at beginning of year ........ -- $ -- 227,700 $2.68 247,013 $4.19 Granted ............................ 235,050 $2.67 87,750 $8.55 351,800 $9.64 Exercised ......................... (--) $ -- (24,562) $2.53 (50,036) $2.83 Cancelled .......................... (7,350) $2.50 (43,875) $5.26 (46,500) $7.38 -------- -------- -------- Outstanding at end of year ........ 227,700 $2.68 247,013 $4.19 502,277 $6.53 ======== ======== ======== Exercisable end of year ........... -- $ -- 36,338 $2.76 47,090 $4.06 ======== ======== ======== Weighted fair value per option granted ......................... $ .56 $6.13 $4.77
July 31, 1998 ---------------------------------------------------------------------- Options Outstanding Options Exercisable ---------------------------------------------------------------------- Weighted-Average Weighted- Weighted- Range of Remaining Average Average Exercise Prices Number Years Exercise Price Number Exercise Price --------------- ------- ---------------- -------------- ------ -------------- $2.50-3.00 110,077 7.14 $2.52 29,152 $2.53 $4.50-7.56 155,250 9.64 $6.36 8,626 $4.50 $8.33-8.50 236,950 9.09 $8.49 9,313 $8.47 $2.50-8.50 502,277 8.83 $6.53 47,091 $4.06
During the years ended July 31, 1997 and July 31, 1998, the Company realized tax benefits of $201,000 and $ 242,000, respectively, from the gains resulting from exercises by employees of non-qualified stock options. The tax benefit is recorded as an increase in paid-in-capital. 13 In addition to the September 1995 stock split discussed above, the Company filed amended and restated articles of incorporation on November 13, 1996, which, among other things, effected a stock split pursuant to which each shareholder was issued three shares of common stock for each common share held. All share and per share amounts have been restated to give retroactive effect to this stock split as well as the September 1995 stock split. Pro forma information regarding net income and earnings per share is required by SFAS 123 for stock options granted after June 30, 1996 as if the Company had accounted for its stock options under the fair value method of SFAS 123. The fair value of the Company's stock options was estimated using the Black-Scholes option valuation model. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, the Black-Scholes model requires the input of highly subjective assumptions, including the expected stock volatility. Because the Company's stock options granted to employees have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options granted to employees. The fair value of the Company's stock options granted to employees was estimated assuming no expected dividends and the following weighted average assumptions: STOCK OPTION PLAN SHARES ----------------------- 1997 1998 ------- ------- Expected life (in years) ..... 4.0 4.0 Risk-free interest rate ....... 6.0% 6.0% Volatility .................... .91 .79 For purposes of pro forma disclosures, the estimated fair value of the options is amortized over the options' vesting period. The Company's pro forma information follows: 1997 1998 ---------- ---------- Pro forma net income ....... $8,325,000 $5,197,000 Pro forma primary net income per share ............. $ .81 $ .46 The effects on pro forma disclosures of applying SFAS 123 are not likely to be representative of the effects on pro forma disclosures of future years. 10. GEOGRAPHIC Export sales as a percentage of net sales amounted to 11%, 7% and 17% for fiscal years 1996, 1997 and 1998, respectively. A summary of the Company's net sales and gross profit by geographic area is as follows (in thousands):
YEAR ENDED ---------------------------------------- JULY 26, JULY 31, JULY 31, 1996 1997 1998 -------- -------- -------- Net sales United States ...... $ 65,072 $101,147 $ 92,928 Foreign ............ 8,384 8,185 18,958 -------- -------- -------- Total ......... $ 73,456 $109,332 $111,886 ======== ======== ======== Gross profit United States ...... $ 20,004 $ 34,409 $ 32,968 Foreign ............ 1,963 2,239 3,391 -------- -------- -------- Total ......... $ 21,967 $ 36,648 $ 36,359 ======== ======== ======== Operating income United States ...... $ 3,554 $ 12,405 $ 7,366 Foreign ............ 1,377 1,166 255 -------- -------- -------- Total ......... $ 4,931 $ 13,571 $ 7,621 ======== ======== ========
14 International sales were primarily to European customers and secondarily to Middle Eastern, Latin American and Pacific Rim customers. During fiscal 1996 and 1997, the Company had no material identifiable assets used in connection with the Company's foreign operations. As a result of the Company's February 1998 acquisition of the outstanding stock of Megabyte, at July 31, 1998, the Company had identifiable assets used in connection with its foreign operations of approximately $4,844,000. 11. ACQUISITIONS During fiscal 1998, the Company completed two acquisitions. In February 1998, the Company purchased 100% of the outstanding shares of Megabyte Computerhandels AG, a German distributor of high-end networking solutions. The transaction was accounted for as a purchase, and was effected by the Company's issuance of 104,144 shares of the Company's common stock valued at $900,000. The Company recorded the assets and liabilities of Megabyte at their fair values on the date of acquisition. The purchase price in excess of the fair values of the net assets acquired was approximately $713,000, which has been recorded as goodwill, and will be expensed on a straight line basis over 7 years. In June 1998, the Company completed the acquisition of substantially all the assets and liabilities of Invincible Technologies Corporation ("ITC"), a Massachusetts based developer and reseller of high capacity, fault tolerant network storage solutions. The transaction was accounted for as a purchase of assets. The purchase price paid consisted of cash of approximately $1.0 million, and the Company assumed liabilities in excess of net assets acquired of approximately $1.6 million, for a total purchase price of approximately $2.6 million. ITC had experienced significant losses in its fiscal year ended March 31, 1998. The Company employed an appraiser to identify the values of the assets acquired, including, among other assets, certain in-process research and development costs. The amount of purchase price allocated to in-process research and development was determined by estimating the stage of development of Invincible's research and development projects, estimating future cash flows from future projected revenues, and discounting those cash flows to present value. Invincible had been primarily developing a software cluster management system to extend the capability of UNIX clustering. In determining the appropriate value, the Company considered the prior losses of Invincible, the investment of Invincible toward the development of the outstanding software system, as well as the estimated completion costs which the Company expects to incur to complete the outstanding research and development projects. The Company further estimated the future revenues and cash flows attainable from the research and development projects, and discounted those revenues significantly to take into account Invincible's lack of financing to attain the projections. The Company has determined that $1.7 million of the purchase price was related to the Company's research and development efforts which had not attained technological feasibility, and for which no alternative future use was expected. The Company has expensed the value of the research and development as of the date of the acquisition of Invincible and has capitalized the fair value of the other assets acquired as determined by the appraiser, including the value of Invincible's assembled work force and goodwill of approximately $913,000, which will be expensed on a straight line basis over 7 years. The Company will include the results of operations and balance sheets of Megabyte and Invincible for periods subsequent to the date of the respective acquisitions. Prior periods have not been restated. The following is a summary of the net fair value of the assets acquired, the goodwill on the date of acquisition, and the total consideration paid for the acquisitions made during fiscal 1998:
Megabyte Invincible Total -------- ---------- ----- Fair value of noncash assets acquired $4,755,000 $5,431,000 $10,186,000 Liabilities assumed, including lines of credit (4,008,000) (4,643,000) (8,651,000) Common stock issued (902,000) -- (902,000) ----------- ----------- ----------- Cash consideration paid, net of cash acquired (155,000) 788,000 633,000 =========== =========== ===========
The following unaudited pro forma information has been prepared assuming that the acquisitions of Megabyte and Invincible had taken place at the beginning of the respective periods presented. The pro forma financial information is not necessarily indicative of the combined results that would have occurred had the acquisitions taken place at the beginning of the period, nor is it necessarily indicative of results that may occur in the future.
(UNAUDITED) PRO FORMA FOR THE YEARS ENDED July 31, 1997 July 31, 1998 ------------- ------------- (in thousands, except per share data) Revenues $160,584 $135,576 Operating income $ 10,193 $ 5,381 Net income $ 5,982 $ 3,732 Net income per share--diluted $ .57 $ .33
12. CHANGE IN PAR VALUE The Company's amended and restated articles of incorporation, filed on November 13, 1996, as discussed above in Note 10, also effected a change in common stock from no par value to par value of $.01 per share. In fiscal 1997, $89,700 was transferred from retained earnings to common stock and paid-in-capital to reflect the change in par value. -----END PRIVACY-ENHANCED MESSAGE-----