-----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, WWLbO+rRbRE67VheAN5AIzgLibrr0cM5hpMGhjW6hC7uKieLKnSbafygG2u1nMvl H9VBsGVa/8lSH37q/4rwzw== 0000950148-96-002687.txt : 19961118 0000950148-96-002687.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950148-96-002687 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOICE POWERED TECHNOLOGY INTERNATIONAL INC CENTRAL INDEX KEY: 0000890447 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 953977501 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-11476 FILM NUMBER: 96666030 BUSINESS ADDRESS: STREET 1: 15260 VENTURA BLVD STE 2200 CITY: SHERMAN OAKS STATE: CA ZIP: 91403 BUSINESS PHONE: 8189050950 10QSB 1 10-QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from __________ to __________ Commission File No. 1-11476 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. (Name of small business issuer in its charter) California 95-3977501 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 15260 Ventura Blvd. Suite 2200 91403 Sherman Oaks, California (Zip Code) Registrant's telephone number, including area code: (818) 905-0950 Check whether the issuer (l) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 November 8, 1996, there were 13,949,072 shares of Voice Powered Technology International, Inc. Common Stock $.001 par value outstanding. 2 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. FORM 10-QSB TABLE OF CONTENTS PART I -- FINANCIAL INFORMATION
PAGE NUMBER ITEM 1. Financial Statements Balance Sheet as of September 30, 1996 3 Statements of Operations for the three and nine months ended September 30, 1996 and 1995 4 Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 5 Notes to Financial Statements 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II -- OTHER INFORMATION ITEM 6. Exhibits 11
-2- 3 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. BALANCE SHEET (AMOUNTS IN THOUSANDS) (UNAUDITED) ASSETS
SEPTEMBER 30, 1996 -------------- Current assets Cash and cash equivalents (Note 2) $ 572 Receivables, net of allowance for doubtful accounts 2,707 Less receivables sold to financial institution (Note 2) 1,182 -------- Net receivables 1,525 Inventory 1,486 Prepaid expenses 54 -------- Total current assets 3,637 -------- Property and equipment Equipment 1,804 Other 142 -------- 1,946 Less accumulated depreciation 1.290 -------- Net property and equipment 656 Patents, net of amortization 156 Deferred costs, net of amortization 1,077 Other assets 323 -------- Total assets $ 5,849 ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 2,041 Accrued expenses 1,094 Note payable 783 -------- Total current liabilities 3,918 -------- Stockholders' equity Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued - Common stock, $.001 stated value - shares authorized, 50,000,000; issued and out- standing, 13,949,072 14 Additional paid-in capital 27,735 Accumulated deficit (25,818) -------- Total stockholders' equity 1,931 -------- Total liabilities and stockholders' equity $ 5,849 ========
See accompanying notes to financial statements. -3- 4 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. STATEMENTS OF INCOME (LOSS) (AMOUNTS IN THOUSANDS EXCEPT PER SHARE) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1995 1996 1995 1996 -------- -------- -------- -------- Net sales $ 6,144 $ 1,910 $ 17,889 $ 6,368 Cost of goods sold 3,649 1,622 10,183 4,588 -------- -------- -------- -------- Gross profit 2,495 288 7,706 1,780 Operating costs Marketing 888 840 2,991 1,685 General and administrative 807 639 2,415 1,922 Research and development 323 288 932 826 Warehouse 253 259 860 717 -------- -------- -------- -------- Total operating costs 2,271 2,026 7,198 5,150 -------- -------- -------- -------- Operating income (loss) 224 (1,738) 508 (3,370) Other income (expense), net (25) (46) 39 (98) -------- -------- -------- -------- Net income (loss) $ 199 $ (1,784) $ 547 $ (3,468) ======== ======== ======== ======== Net income (loss) per common share $ .02 $ (.13) $ .04 $ (.25) Weighted average common shares outstanding 13,007 13,949 12,794 13,644 ======== ======== ======== ========
See accompanying notes to financial statements. -4- 5 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1995 1996 -------------- -------------- Cash flows from operating activities: Net income (loss) $ 547 $ (3,468) Adjustments to reconcile net income (loss) to net cash used in operating activities: Compensatory stock options 48 36 Depreciation and amortization 432 624 Changes in operating assets and liabilities: (Increase) decrease in receivables, net (2,301) 3,538 (Increase) decrease in inventory (841) 1,476 Decrease in prepaid expenses 32 84 Increase in patents (31) - Increase in deferred costs (626) (457) Increase in other assets (115) (291) Increase (decrease) in accounts payable (974) 977 Increase (decrease) in accrued expenses 287 (511) -------------- ------------- Net cash provided by (used in) operating activities (3,542) 2,008 -------------- ------------- Cash flows from investing activities: Capital expenditures (427) (181) -------------- ------------- Net cash used in investing activities (427) (181) -------------- ------------- Cash flows from financing activities: Payments on note payable - (100) Proceeds from (payments on) loan payable 1,965 (3,265) Proceeds from the exercise of stock options and warrants 83 15 Payments on capital lease obligations (11) - -------------- ------------- Net cash provided by (used in) financing activities 2,037 (3,350) -------------- ------------- Net decrease in cash and cash equivalents (1,932) (1,523) Cash and cash equivalents at the beginning of the year 4,012 2,095 -------------- ------------- Cash and cash equivalents, September 30 $ 2,080 $ 572 ============== ============= SUPPLEMENTAL DISCLOSURE: Interest paid $ 52 $ 147 ============== ============= Non-cash financing and investing activities: Issuance of compensatory stock options to related party $ -- $ 50 Issuance of common stock to vendor -- 1,955 Conversion of accounts payable to note payable -- 883
See accompanying notes to financial statements. -5- 6 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 -- The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements, and footnotes thereto, included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995. Operating results for the three and nine month periods ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. NOTE 2 -- On August 20, 1996, the Company entered into a $3.0 million accounts receivable transfer and purchase agreement with a financial institution. Under the terms of this agreement, the Company may sell certain accounts receivable to the financial institution for an initial payment from the institution of 65% of the net amount of the related invoices. The Company pays a fixed discount of 1.25% of the net amount upon sale of the invoice, and a variable discount of a base rate maintained by the institution plus 2% per annum (10.25% at September 30, 1996) on the initial payment until the related invoices are paid by the customer. Further, the Company is required to maintain a deposit account at the financial institution to be used as a collateral account for an amount that varies from zero to $750,000 depending on the amount of outstanding uncollected accounts sold to the financial institution. In addition, the Company has granted the financial institution a security interest in all assets as security for the Company's performance under this agreement. This agreement was used to pay off and replace the $2.0 million working capital line of the credit facility previously used by the Company. At September 30, 1996, the Company had $1,182,000 in accounts receivable which had been purchased under this agreement, and $150,000 in cash collateral. -6- 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three and nine month periods ended September 30, 1996, the Company's performance continued to reflect the effects of the carryover of 1995 year end inventories at retail stores, resulting from the weak performance of the consumer electronics sector during the fourth quarter of 1995, and price reductions in the first quarter of 1996, both of which adversely affected the Company's sales for the first three quarters of 1996. The Company's performance was further hindered by delays in the production of its new, lower cost products planned for the middle of the third quarter of 1996. Substantial shipments of these new products did not commence until October 1996. To accelerate sales of its older, higher cost products and to facilitate the introduction of its new products, the Company had reduced the pricing of its product line, accepted returns from customers of unsold older merchandise in exchange for purchase commitments for new products (which are expected to be fulfilled during the fourth quarter of 1996), and entered into additional advertising commitments with its customers. These procedures resulted in reduced net sales, lower gross profit margins, and higher expenses as a percentage of sales. Also, the Company continued to sell off, at book value, older inventory items which further depressed gross margins. RESULTS OF OPERATIONS For the three and nine month periods ended September 30, 1996, the Company reported operating losses of $1,738,000 and $3,370,000, respectively. For the three and nine month periods ended September 30, 1995 the Company reported operating income of $224,000 and $508,000, respectively. After adding other expense and income, the Company reported net losses of $1,784,000 and $3,468,000 for the three and nine months ended September 30, 1996, and net income of $199,000 and $547,000 for the same periods in 1995. The resulting net losses per common share for the three and nine months ended September 30, 1996 were $.13 and $.25, respectively, while for the three and nine months ended September 30, 1995, the Company reported net income per common share of $.02 and $.04. Net sales and gross profit for the three and nine months ended September 30, 1996 were $1,910,000 and $288,000, and $6,368,000 and $1,780,000, respectively. For the three and nine months ended September 30, 1995, net sales and gross profit were $6,144,000 and $2,495,000, and $17,889,000 and $7,706,000, respectively. Gross profit percentage decreased to 15% from 41% for the three month periods, and to 28% from 43% for the nine month periods ended September 30, 1996. The decreases in sales and gross profit, as stated above, resulted from slower sales of the Company's products, due in part to retail inventory carryover resulting from the weak performance of the consumer electronics sector during the fourth quarter of 1995. Further contributing to those decreases, as well as the decreases in gross profit percentages, were the previously noted price reductions effected by the Company, returns accepted by the Company in exchange for purchase commitments from customers for new products, production delays on the Company's new products, and the sale at book value of older product lines. Sales for the three months ended September 30, 1996 as compared to the three month periods ended June 30, 1996 and March 31, 1996 decreased by $348,000 and $290,000, respectively. Gross profit percentage decreased by approximately 14 and 23 percentage points from the same respective periods. The decreases in sales and gross profit relate to the Company's continued efforts to recover from the effects of the fourth quarter of 1995, specifically the price reductions implemented earlier in 1996 and the acceptance of returns of older products in exchange for orders for the newer models, as well as to the noted production delays for the Company's new, lower cost products which occurred during the third quarter of 1996. Total operating expenses for the three and nine months ended September 30, 1996 were $2,026,000 and $5,150,000. Total operating expenses for the three and nine months ended September 30, 1995 were $2,271,000 and $7,198,000. The decreases in expenses primarily relate to the Company's decreased sales which resulted in lower variable costs, largely marketing and general and administrative expenses, combined with -7- 8 the Company's efforts to decrease its fixed costs in all areas of operations. For the three months ended September 30, 1996, as compared to the three months ended June 30, 1996 and March 31, 1996, total operating expenses increased by $488,000 and $441,000, respectively. These increases primarily relate to increased marketing expenses incurred by the Company in order to balance inventories and stimulate sales of older product lines, as well as costs associated with development of advertising campaigns for the new product lines. Marketing expenses for the three and nine months ended September 30, 1996 were $840,000 and $1,685,000 respectively. For the same periods in 1995, marketing expenses were $888,000 and $2,991,000. The decrease in marketing expenses for the nine month periods is associated with both the lower volume of sales and the related lower distribution costs such as sales commission, advertising allowances for retail accounts, international sales expenses, and targeted direct response print advertising expenses, as well as decreased fixed costs including salaries and amortization. Marketing expenses for the three month periods only slightly decreased due to increased expenses incurred by the Company in the third quarter of 1996 in order to stimulate sales of its product lines. Included in these expenses are increased advertising allowances for retail accounts to accelerate sales of both the older inventory in the retail channels as well as costs associated with advertising campaigns for the new product lines, various costs associated with certain returns accepted by the Company to balance inventories, and also increased international sales expenses. Marketing expenses for the three month period ended September 30, 1996 increased from the three months ended June 30, 1996 and March 31, 1996 by $430,000 and $406,000, respectively due primarily to the same items. General and administrative expenses decreased to $639,000 and $1,922,000 for the three and nine month periods ended September 30, 1996 from $807,000 and $2,415,000 for the three and nine months ended September 30, 1995. The decreases are primarily the result of decreased fixed costs including salaries, consulting fees, and public costs, and are also associated with the decreased volume of sales and the related decreases in variable general and administrative costs. General and administrative expenses for the three month period ended September 30, 1996 remained relatively consistent from the three month periods ended June 30, 1996 and March 31, 1996. Research and development expenses decreased to $288,000 and $826,000 for the three and nine months ended September 30, 1996 from $323,000 and $932,000 for the three and nine months ended September 30, 1995. The decreases are primarily the result of decreased salaries, consulting fees, and materials. Research and development expenses for the three month period ended September 30, 1996 remained relatively consistent from the three month periods ended June 30, 1996 and March 31, 1996 as the Company continues its new product development activities. Warehouse and distribution expenses were $259,000 and $717,000 for the three and nine months ended September 30, 1996, and were $253,000 and $860,000 for the three and nine months ended September 30, 1995. The decrease for the nine month periods is the result of the decreased sales and related decreases in shipping costs, as well as decreases in salaries, consultants, and travel. These decreases were partially offset by increases in temporary labor costs and warranty parts expenses. Further, while returned goods, including the retail returns accepted in the third quarter of 1996, contributed to a reduction in net sales, variable shipping expenses to both process such returns and to repackage the returned goods for sale were incurred. Warehouse and distribution expenses for the three month period ended September 30, 1996 were consistent with the three months ended June 30, 1996, but increased by $82,000 from the three month period ended March 31, 1996, again relating to the above costs. Other expense for the three and nine months ended September 30, 1996 was $46,000 and $98,000, primarily relating to fees and interest expense associated with the Company's agreements regarding its receivables financing as noted in the liquidity section. For the three and nine months ended September 30, 1995, other expense was $25,000 and other income was $39,000, respectively, resulting from interest expense offset by interest income. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1996, the Company had negative working capital of $281,000. The effects of the carryover of 1995 year end inventories at retail stores, resulting from the weak performance of the consumer electronics sector during the fourth quarter of 1995, and price reductions effected in the first quarter of 1996 adversely affected the Company's sales for the first three quarters of 1996, and have negatively impacted the -8- 9 Company's working capital and cash positions. The Company's performance was further hindered by delays in the production of its new, lower cost products originally planned for the mid third quarter of 1996, and by the need to stock balance retailer inventories as a requirement for gaining distribution of its new product models. As a result of the foregoing, management is actively seeking a strategic relationship, including merger opportunities, in order to strengthen and grow its financial base. The Company is also seeking funding of approximately $1,500,000 in order to satisfy cash requirements in the ordinary course of business during 1996 and into 1997, develop a major new voice recognition product, and provide funding for the costs that may be associated with effecting such strategic relationship. Such funding activities are directed toward raising capital in the form of equity or debt. At present, no definitive agreements for such funding or strategic relationship exist, and failure to obtain such funding could result in the Company having insufficient cash resources to meet its obligations in the first quarter of 1997. Other than the development of a new voice recognition product and costs associated with effecting a strategic relationship, both of which are contingent on the raising of capital as noted above, no significant capital expenditures are expected in the near future. On August 20, 1996, the Company entered into a $3.0 million accounts receivable transfer and purchase agreement with a financial institution. Under the terms of this agreement, the Company may sell certain accounts receivable to the financial institution for an initial payment from the institution of 65% of the net amount of the related invoices. The Company pays a fixed discount of 1.25% of the net amount upon sale of the invoice, and a variable discount of a base rate maintained by the institution plus 2% per annum (10.25% at September 30, 1996) on the initial payment until the related invoices are paid by the customer. Further, the Company is required to maintain a deposit account at the financial institution to be used as a collateral account for an amount that varies from zero to $750,000 depending on the amount of outstanding uncollected accounts sold to the financial institution. In addition, the Company has granted the financial institution a security interest in all assets as security for the Company's performance under this agreement. This agreement was used to pay off and replace the $2.0 million working capital line of the credit facility previously used by the Company. At September 30, 1996, the Company had $1,182,000 in accounts receivable which had been purchased under the agreement, and $150,000 in cash collateral. In the first quarter of 1996, the Company executed an agreement with its prior contract manufacturer which established the terms and conditions pursuant to which the Company is winding down its affairs with this manufacturer. The terms of this agreement included the issuance to the manufacturer of 1,372,000 shares of the Company's common stock at market value, the proceeds of which, $1,955,000, were applied to the Company's outstanding debt to the manufacturer. Furthermore, the agreement required that the Company make periodic cash payments to amortize the remaining balance of $1,283,668, and the Company granted a security interest subordinate to the financial institution noted above in its inventory, accounts receivable and equipment to secure the foregoing. The balance as of September 30, 1996 for this obligation is $783,668. The Company has not made payments due on various dates pursuant to this agreement. The manufacturer has not declared the Company in default, and is in discussion with the Company regarding a revised payment schedule. No assurance can be given that an agreement with regard to the foregoing will be reached, or if reached, as to the terms thereof. Further, in the first quarter of 1996, the Company entered into an agreement with a related party, the inventor of an integral part of the voice recognition technology, which resulted in the Company obtaining unrestricted exclusive world wide ownership rights to the technology subject to ongoing royalties. In accordance with this agreement, the Company agreed to pay $100,000 in cash ($50,000 of which had previously been paid, and $50,000 of which was paid in the third quarter of 1996), and granted stock options which were cumulatively $50,000 lower than market value to the related party. The cost of the technology acquired is included in other assets in the accompanying balance sheet. The decrease in accounts receivable is attributable mainly to collections on customer receivables which existed at December 31, 1995, the sale of certain accounts to a financial institution as noted above, and lower sales in the third quarter. The decrease in inventory is attributable to the Company's sales of its December 31, 1995 inventories which were, as previously stated, unexpectedly high. -9- 10 The increase in deferred costs is primarily attributable to costs associated with the manufacturing start-up of the Company's new products, the IQ#VOICE(TM) Pocket Organizer and the Voice Organizer Pager. Included in the increase in other assets is the acquisition of unrestricted exclusive world-wide ownership rights, subject to ongoing royalties, of the Company's voice recognition technology, as described above. The net increase in accounts payable and accrued expenses of $466,000 as of September 30, 1996 is mainly attributable to payables to the Company's current contract manufacturer relating to the purchase of inventory. The Company had entered into an agreement with MobileComm for the purchase and joint marketing of a Voice Organizer/Pager in December of 1995. The agreement was revised as of November 1996. Under the revised agreement, MobileComm will cooperate with the Company in the marketing of the Voice Organizer/Pager to MobileComm customers, continue to provide paging services in support of the product, and pay certain other sums to the Company in consideration for the elimination of future purchase commitments and activation fees. The information in the preceding paragraphs is forward looking and involves risks and uncertainties that could significantly impact the Company's expected liquidity requirements in the short and long term. While it is impossible to itemize the many factors and specific events that could affect the Company's outlook for its liquidity requirements, such factors would include the Company's actual sales and their timing, the actual receipt of outstanding accounts receivables and their timing, unanticipated inventory problems, the need to react to unanticipated competitive price moves, unanticipated product quality problems, unanticipated productions problems, etc., which could reduce the Company's revenues and increase its expenses, resulting in a greater burden on the Company's liquidity than that which the Company has described above. -10- 11 PART II. OTHER INFORMATION The Company was not required to report any matters or changes for any items of Part II except as disclosed below. ITEM 6. EXHIBITS Exhibit 11 -- Calculations of Earnings Per Share -11- 12 EXHIBIT 11 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED 9/30/95 9/30/96 9/30/95 9/30/96 - ---------------------------------------------------------------------------------------------------------- ENDING MARKET PRICE PER SHARE $ 3.63 $ .78 $ 3.63 $ 0.78 ----------- ------------ ---------- ------------ AVERAGE MARKET PRICE PER SHARE $ 3.56 $ 1.01 $ 2.68 $ 1.35 ----------- ------------ ---------- ------------ EARNINGS: Net income (loss) applicable to common stock $ 199,000 $ (1,784,000) $ 547,000 $(3,468,000) ========= ============= ========= ============ PRIMARY EARNINGS PER SHARE: Weighted average number of common shares outstanding 12,558,629 13,949,072 12,542,846 13,644,191 Incremental shares assuming all dilutive options and warrants exercised and proceeds used to purchase shares in the market at the average stock price during the period 448,632 0 251,479 0 ----------- ------------ ---------- ------------ Total 13,007,261 13,949.072 12,794,325 13,644,191 ========== ========== ========== ============ Primary earnings (loss) per share $ .02 $ ( .13) $ .04 $ (.25) ========== ============ ========== ============ FULLY DILUTED EARNINGS PER SHARE: Weighted average number of common shares outstanding 12,558,629 13,949.072 12,542,846 13,644,191 Incremental shares assuming all dilutive options and warrants exercised and proceeds used to purchase shares in the market at the average stock price during the period, or the stock price at the end of the period, whichever is higher 467,470 0 472,696 0 ----------- ------------ ---------- ------------ Total 13,026,099 13,949.072 13,015,542 13,644,191 ========== ========== ========== ============ Fully diluted earnings (loss) per share $ .02 $ (.13) $ .04 $ (.25) ========== ============ ========== ============
Note: Common stock equivalents for the three and nine month periods ended September 30, 1996 have not been considered because their effect would be anti-dilutive. -12- 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. Date: November 11, 1996 By: /s/ Edward M. Krakauer -------------------------------- Edward M. Krakauer, President and Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date /s/ Edward M. Krakauer - ---------------------------------- Edward M. Krakauer President and Chief Executive Officer November 11, 1996 /s/ Mitchell B. Rubin - ---------------------------------- Mitchell B. Rubin Vice President Finance and Operations, Chief Financial Officer, Chief Accounting Officer, Secretary November 11, 1996
EX-11 2 EXHIBIT 11 1 EXHIBIT 11 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC. COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED 9/30/95 9/30/96 9/30/95 9/30/96 - ---------------------------------------------------------------------------------------------------------- ENDING MARKET PRICE PER SHARE $ 3.63 $ .78 $ 3.63 $ 0.78 ----------- ------------ ---------- ------------ AVERAGE MARKET PRICE PER SHARE $ 3.56 $ 1.01 $ 2.68 $ 1.35 ----------- ------------ ---------- ------------ EARNINGS: Net income (loss) applicable to common stock $ 199,000 $ (1,784,000) $ 547,000 $(3,468,000) ========= ============= ========= ============ PRIMARY EARNINGS PER SHARE: Weighted average number of common shares outstanding 12,558,629 13,949,072 12,542,846 13,644,191 Incremental shares assuming all dilutive options and warrants exercised and proceeds used to purchase shares in the market at the average stock price during the period 448,632 0 251,479 0 ----------- ------------ ---------- ------------ Total 13,007,261 13,949.072 12,794,325 13,644,191 ========== ========== ========== ============ Primary earnings (loss) per share $ .02 $ ( .13) $ .04 $ (.25) ========== ============ ========== ============ FULLY DILUTED EARNINGS PER SHARE: Weighted average number of common shares outstanding 12,558,629 13,949.072 12,542,846 13,644,191 Incremental shares assuming all dilutive options and warrants exercised and proceeds used to purchase shares in the market at the average stock price during the period, or the stock price at the end of the period, whichever is higher 467,470 0 472,696 0 ----------- ------------ ---------- ------------ Total 13,026,099 13,949.072 13,015,542 13,644,191 ========== ========== ========== ============ Fully diluted earnings (loss) per share $ .02 $ (.13) $ .04 $ (.25) ========== ============ ========== ============
Note: Common stock equivalents for the three and nine month periods ended September 30, 1996 have not been considered because their effect would be anti-dilutive. -12- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1996 SEP-30-1996 572 0 1,525 0 1,486 3,637 1,946 1,290 5,849 3,918 0 0 0 14 27,735 1,931 6,368 6,368 4,588 5,150 98 0 0 (3,468) 0 (3,468) 0 0 0 (3,468) (.25) (.25)
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