U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

 

FORM 10-QSB

 

(Mark One)

 

ý

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended July 31,2002

 

 

 

OR

 

 

 

o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition prior from            to           

 

Commission File No. 021245

 

Image Systems Corporation
(Exact Name of Small Business Issuer as Specified in its Charter)

 

Minnesota

 

41-1620497

(State or Other Jurisdiction

 

(I.R.S. Employer

of Incorporation or Organization)

 

Identification No.)

 

 

 

6103 Blue Circle Drive, Minnetonka, Minnesota 55343

(Address of Principal Executive Offices)

 

 

 

(952) 935-1171

(Issuer’s Telephone Number, Including Area Code)

 

 

                Check whether the issuer (1) 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   ý   No   o

 

                As of July 15, 2002 there were 4,452,597 shares of Common Stock, no par value per share, outstanding.

 

1



 

Part 1.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

IMAGE SYSTEMS CORPORATION

BALANCE SHEETS

 

 

 

July 31, 2002

 

April 30,2002

 

 

 

(Unaudited)

 

(Audited)

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash

 

$

4,856

 

$

44,876

 

Accounts Receivable, Net

 

259,432

 

460,337

 

Inventory

 

1,408,619

 

1,496,101

 

Prepaid Expenses

 

42,261

 

18,049

 

Income Tax Receivable

 

274,000

 

274,000

 

Total Current Assets

 

1,989,168

 

2,293,363

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT

 

 

 

 

 

Land

 

396,043

 

396,043

 

Building

 

1,310,062

 

1,310,062

 

Furniture and Fixtures

 

263,567

 

260,198

 

Production Equipment

 

344,036

 

344,036

 

Less Accumulated Depreciation

 

(719,620

)

(703,470

)

Net Property and equipment

 

1,594,088

 

1,606,869

 

 

 

 

 

 

 

Total Assets

 

$

3,583,256

 

$

3,900,232

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Note Payable-Bank

 

$

280,000

 

$

280,000

 

Accounts Payable

 

156,908

 

229,406

 

Accrued Liabilities

 

319,711

 

355,264

 

Total Current Liabilities

 

756,619

 

864,670

 

 

 

 

 

 

 

STOCKHOLDERS’ INVESTMENT:

 

 

 

 

 

Undesignated Stock, 5,000,000 shares

 

 

 

 

 

Authorized: No shares issued or outstanding

 

 

 

 

 

 

 

 

 

 

 

Common Stock, No Par Value, 5,000,000 shares
Authorized; 4,452,597 Issued and Outstanding

 

1,104,289

 

1,104,289

 

Retained Earnings

 

1,722,348

 

1,931,273

 

Total Stockholders’ Investment

 

2,826,637

 

3,035,562

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Investment

 

$

3,583,256

 

$

3,900,232

 

 

See Accompanying Notes To Financial Statements

 

 

 

2



 

IMAGE SYSTEMS CORPORATION

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 
 
For the Three Months Ended
 

 

 

July 31,2002

 

July 31,2001

 

NET SALES

 

$

638,202

 

$

1,015,826

 

COST OF PRODUCTS SOLD

 

493,213

 

731,849

 

Gross Profit

 

144,989

 

283,977

 

OPERATING EXPENSES

 

 

 

 

 

Product development

 

122,705

 

123,538

 

Selling

 

111,265

 

121,947

 

Administrative

 

115,730

 

97,925

 

Total Operating Expenses

 

349,700

 

343,410

 

Operating(Loss)

 

(204,711

)

(59,433

)

INTEREST INCOME

 

0

 

10

 

INTEREST EXPENSE

 

(4,214

)

(5,571

)

Net(Loss) Before Income Taxes

 

(208,925

)

(64,994

)

(PROVISION FOR) INCOME TAXES

 

0

 

(1,000

)

 

 

 

 

 

 

NET(LOSS)

 

$

(208,925

)

$

(65,994

)

 

 

 

 

 

 

NET(LOSS)PER SHARES

 

 

 

 

 

Basic

 

$

(0.05

)

$

(0.01

)

Diluted

 

$

(0.05

)

$

(0.01

)

 

 

 

 

 

 

WEIGHTED AVERAGE COMMON SHARES

 

 

 

 

 

OUTSTANDING:

 

 

 

 

 

Basic

 

4,452,597

 

4,452,597

 

Diluted

 

4,452,597

 

4,452,597

 

 

 

 

 

3



 

IMAGE SYSTEMS CORPORATION

 

STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

July 31, 2002

 

July 31, 2001

 

OPERATING ACTIVITIES

 

 

 

 

 

Net (Loss)

 

$

(208,925

)

$

(65,994

)

 

 

 

 

 

 

Adjustments to Reconcile Net (Loss) to Net Cash

 

 

 

 

 

(Used) by Operating Activities:

 

 

 

 

 

Depreciation

 

16,152

 

20,629

 

 

 

 

 

 

 

Change in Operating Items:

 

 

 

 

 

Accounts Receivable

 

200,905

 

131,590

 

Inventory

 

87,482

 

(153,202

)

Prepaid Expenses

 

(24,212

)

17,829

 

Accounts Payable

 

(72,498

)

(96,956

)

Accrued Liabilities

 

(33,046

)

(22,263

)

Deferred Income

 

(2,507

)

7,280

 

Net Cash Used by Operating Activities

 

$

(36,649

)

$

(161,087

)

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Furniture and Equipment Additions

 

$

(3,371

)

$

(2,004

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Borrowed from Line of Credit

 

470,000

 

790,000

 

Repayment to Line of credit

 

(470,000

)

(685,000

)

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

105,000

 

Net Decrease in Cash

 

(40,020

)

(58,091

)

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

44,876

 

63,423

 

CASH AT END OF PERIOD

 

$

4,856

 

$

5,332

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES

 

 

 

 

 

Interest Paid

 

$

3,844

 

$

4,757

 

Taxes Paid

 

$

 

$

1,000

 

 

See Accompanying Notes to Financial Statements

 

 

 

4



 

Item 1.  FINANCIAL STATEMENTS

IMAGE SYSTEMS CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

July 31, 2002 and July 31, 2001

 

(Unaudited)

 

1.             ORGANIZATION AND ACCOUNTING POLICIES:

 

The unaudited interim financial statements furnished herein reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.  The operating results for the three months ended July 31, 2002 are not necessarily indicative of the operating results to be expected for the full fiscal year.  These statements should be read in conjunction with the Company’s most recent audited financial statements dated April 30, 2002

 

2.             EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year.  Diluted earnings per common share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options using the treasury stock method.  The denominator is not affected if there is a loss during the period.  The components of the earnings per share denominator are as follows:

 

 

 

For the First Quarter Ending

 

 
 

July 31, 2002

 

July 31,2001

 

Weighted Average Common Shares Outstanding for Basic Earnings Per Share

 

4,452,597

 

4,452,597

 

Weighted Average Common Shares Issuable Under the Exercise of Options

 

 

 

Shares Used in Diluted Earnings Per Share

 

4,452,597

 

4,452,597

 

 

3.             INVENTORY

 

Breakdown of inventory is as follows:

 

 

July 31, 2002

 

April 30, 2002

 

 

 

(Unaudited)

 

(Audited)

 

Finished Goods

 

$

285,483

 

$

370,311

 

Work in Process

 

45,574

 

18,715

 

Components

 

1,235,562

 

1,293,075

 

Inventory Reserve

 

(158,000

)

(186,000

)

Total Inventory

 

$

1,408,619

 

$

1,496,101

 

 

 

5



 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSUIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain statements contained herein are forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 that involve a number of risks and uncertainties.  Such forward-looking information may be indicated by words such as will, may be, expects or anticipates.  In addition to the factors discussed herein, among the other factors that could cause actual results to differ materially are the following: business conditions and growth in the personal computer industry and the general economy; competitive factors such as rival computer and peripheral product sellers and price pressures; availability of vendor products at reasonable prices; inventory risks due to shifts in market demand; and risks presented from time to time in reports filed by the Company with the Securities and Exchange Commission, including but not limited to the annual report on Form 10KSB for the year ended April 30, 2002.

 

The Company was formed on September 1, 1988 to design, assemble and market high resolution monitors for use with computers.

 

RESULTS OF OPERATIONS

 

Three Months Ended July 31, 2002 Versus July 31, 2001

 

Net sales for the three months ended July 31, 2002 decreased $377,624 or 37.2% compared to the three months ended July 31, 2001.  The primary reason for the decrease is selling lesser quantity of monitors.

 

Gross profit decreased from $283,977 for the three months ended July 31, 2001 to $144,989 for the three months ended July 31, 2002.  The decrease is due to the fixed effect of overhead expenses and less effective production levels.

 

For the three months ended July 31, 2002 development and research expenses decreased a modest $833 compared to the three months ended July 31, 2001.  The primary reason for the decrease is decreased personnel expenses.

 

Selling expenses decreased from $121,947 for the three months ended July 31, 2001 to $111,265 for the three months ended July 31, 2002.  The decrease of $10,682 or 8.8% is due to a reduction of personnel expenses.

 

Administrative expenses increased from $97,925 for the three months ended July 31, 2001 to $115,730 for the three months ended July 31, 2002. An increase of personnel and professional fee expenses are the primary reasons for the $17,805 or 18.2% increase

 

Interest expense decreased $1,357 or 24.4% for the three months ended July 31, 2002 compared to the three months ended July 31, 2001. The decrease in the usage of the bank line of credit is the primary reason for the decrease.

 

 

 

6



 

The provision for income taxes decreased from $1,000 for the three months ended July 31, 2001 to no provision for income taxes for the three months ended July 31, 2002.  No benefits from income taxes will be recorded until the Company determines that the recoverability of additional tax benefits is more likely than not.

 

Liquidity and Capital Resources

 

Cash used by operations totaled $36,649 for the three months ended July 31, 2002 compared to $161,087 used for operations for the three months ended July 31, 2001. The decrease of $124,438 in cash used is due primarily to increased cash flow from accounts receivable and inventory offset by decreased cash flow from net loss.

 

Cash used for investing activities totaled $3,371 for the three months ended July 31, 2002 compared to $2,004 used for the three months ended July 31, 2001.

 

Cash used for financing activities totaled $105,000 for the three months ended July 31, 2001 compared to zero dollars for the three months ended July 31, 2002.  Additional funds provided by operations reduced the need to use the Company’s bank line of credit.

 

The Company’s primary source of liquidity on July 31, 2002 is the bank line of credit of $1,000,000.  The Company obtained a bank revolving line of credit of $1,000.000 effective December 1, 2000 for two years.  The revolving line of credit balance on July 31, 2002 is $280,000.  The Company believes that cash available from the revolving line of credit is adequate to meet the anticipated short term liquidity and capital resource requirements of its business.

 

 

7



 

 

Part. 2.

OTHER INFORMATION

 

Item 1.  LEGAL PROCEEDINGS

 

                None.

 

Item 2.  CHANGES IN SECURITIES

 

                None

 

Item 3.  DEFAULTS UPON SENIOR SECURITIES

 

                None

 

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

                None

 

Item 5.  OTHER INFORMATION

 

                None

 

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

 

                Form 8-K filed on December 7, 2001 for change in Board positions and membership.

 

 

SIGNATURE

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

                                                                                                                                Image Systems Corporation

                                                                                                                                Registrant

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ David Sorensen

 

 

 

 

 

 

 

 

David Sorensen, President

 

 

 

 

 

 

 

 

and Chief Financial Officer

 

 

 

 

 

 

 

 

(Principal Executive Officer and

 

 

 

 

 

 

 

 

Principal Financial Officer)

Dated September 11, 2002

 

 

8



 

CERTIFICATION UNDER SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

 

Pursuant to section 906 of the Sarbanes-Oxley act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of section 13(a) or 15(d) of the Security Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Image Systems Corporation.

 

 

 

 

 

 

Image Systems Corporation

 

Date : September 11, 2002

 

/s/  David Sorensen

 

 

 

David Sorensen, President

 

 

And Chief Financial Officer

 

 

(Principal Executive Officer and

 

 

Principal Officer)

 

 

 

9