FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended 3/31/2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ----- to ----- 1MAGE SOFTWARE, INC. (Exact name of Registrant as specific in its charter) 0-12535 (Commission File Number) Colorado 84-0866294 (State of Incorporation) (IRS Employer Identification Number) 6025 S. Quebec St. Suite 300 Englewood CO 80111 (303) 694-9180 (Address of principal executive offices) (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and, (2) has been subject to such filing requirements for the past 90 days. Yes X No --- As of April 20, 2001, there were 3,146,554 shares of the Registrant's common stock outstanding. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1 Financial Statements Balance Sheets -March 31, 2001, and December 31, 2000 3 Statements of Income -for three months ended March 31, 2001 and March 31, 2000 4 Statements of Cash Flows -for three months ended March 31, 2001 and March 31, 2000 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations...........................................7 PART II. OTHER INFORMATION Items 1-5 8 Item 6 Exhibits and Reports on Form 8-K5......................8 PART I - FINANCIAL INFORMATION ITEM . FINANCIAL STATEMENTS 1MAGE SOFTWARE, INC. BALANCE SHEETS ASSETS Unaudited December 31, March 31, 2000 2001 -------------- ------------- CURRENT ASSETS: Cash and cash equivalents $ 147,693 $ 150,457 Receivables: Trade (less allowance: 2001, $10,000; 2000, $10,000 613,639 407,251 Related parties 200 - Inventory 40,379 38,654 Prepaid expenses and other current assets 18,425 21,233 ---------- ---------- Total current assets 820,336 617,595 PROPERTY AND EQUIPMENT, at cost, net 55,075 55,177 OTHER ASSETS: Software development costs, net 745,841 754,734 Other 100 100 ----------- ---------- TOTAL ASSETS $1,621,352 $1,427,606 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Line of credit $ 150,000 $ 200,000 Current portion of capital lease obligations 1,785 1,785 Deferred revenue 204,127 213,494 Accounts payable 173,782 185,468 Accrued liabilities 152,898 109,450 ----------- ---------- Total current liabilities 682,592 710,197 LONG-TERM OBLIGATIONS: Capital lease obligations 2,733 3,224 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common stock, $.004 par value - 10,000,000 shares authorized; shares outstanding: 2001 - 3,146,554; 2000 - 3,146,554 12,586 12,586 Additional paid-in capital 7,238,658 7,238,658 Accumulated deficit (6,315,217) (6,537,059) ----------- ---------- Total shareholders' equity 936,027 714,185 ----------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,621,352 $1,427,606 =========== ========== See Notes to Condensed Financial Statements 1MAGE SOFTWARE, INC. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 2001 2000 ---------- ---------- REVENUE System sales and software licenses $ 329,209 $ 222,348 Services and annual fees 503,188 401,845 ---------- ---------- Total revenue 832,397 624,193 ---------- ---------- COST OF REVENUE: System sales and software licenses 88,453 98,027 Services and annual fees 125,525 79,516 ---------- ---------- Total cost of revenue 213,978 177,543 ---------- ---------- GROSS PROFIT 618,419 446,650 % of Revenue 74% 72% OPERATING EXPENSES: Selling, general & administrative 390,494 282,948 ---------- ---------- INCOME FROM OPERATIONS 227,925 163,702 ---------- ---------- OTHER INCOME/(EXPENSE): Interest income 1,755 2,300 Interest expense (7,838) (4,529) ---------- ---------- Total other income(expense) (6,083) (2,229) ---------- ---------- INCOME BEFORE INCOME TAXES 221,842 161,473 PROVISION FOR INCOME TAXES - - ---------- ---------- NET INCOME $ 221,842 $ 161,473 ========== ========== INCOME PER COMMON SHARE: Basic $ .07 $ .06 ========== ========== Diluted $ .07 $ .05 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: Basic 3,146,554 2,787,194 ========== ========== Diluted 3,414,077 3,158,115 ========== ========== See Notes to Condensed Financial Statements 1MAGE SOFTWARE, INC. STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Earnings $ 221,842 $ 161,473 Adjustments to reconcile earnings to net cash Provided by operating activities: Depreciation and amortization 82,269 89,643 Issuance of stock options for services - (18,046) Changes in assets and liabilities: Receivables (206,588) (101,730) Inventory (1,725) 2,681 Prepaid expenses and other assets 2,808 (5,217) Accounts payable (11,686) (34,960) Accrued liabilities and deferred revenue 34,081 (13,339) ---------- ---------- Net cash provided by operating activities 121,001 80,505 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (6,867) (5,730) Additions to capitalized software (66,407) (77,950) ---------- ---------- Net cash used for investing activities (73,274) (83,680) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Additions to line of credit - - Repayment of line of credit (50,000) - Proceeds from exercise of Common Stock options - 66,872 Repayment of long-term obligations (491) (1,293) ---------- ---------- Net cash provided by (used for) financing activities (50,491) 65,579 ---------- ---------- INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (2,764) 62,404 CASH AND CASH EQUIVALENTS, beginning of period 150,457 253,930 ---------- ---------- CASH AND CASH EQUIVALENTS, end of period $ 147,693 $ 316,334 ========== ========== See Notes to Condensed Financial Statements 1MAGE SOFTWARE, INC. NOTES TO INTERIM FINANCIAL STATEMENTS GENERAL: Management has elected to omit substantially all notes to the unaudited interim financial statements. Reference should be made to the Company's annual report on Form 10-K for the year ended December 31, 2000 as this report incorporates the Notes to the Company's year- end financial statements. The condensed balance sheet of the Company as of December 31, 2000 has been derived from the audited balance sheet of the Company as of that date. UNAUDITED INTERIM INFORMATION: The unaudited interim financial statements contain all necessary adjustments (consisting of only normal recurring adjustments) which, in the opinion of Management, are necessary for a fair statement of the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of those expected for the year. REVENUE RECOGNITION - Revenue from the sale of software licenses, computer equipment, and existing application software packages is recognized when the software and computer equipment are shipped to the customer, remaining vendor obligations are insignificant, there are no significant uncertainties about customer acceptance and collectibility is probable. Revenue from related services, including installation and software modifications, is recognized upon performance of services. Maintenance revenue is recognized ratably over the maintenance period. INCOME TAXES - The Company follows the liability method of accounting for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the underlying assets or liabilities are received or settled. The Company has recorded a full valuation allowance against all deferred tax assets due to the uncertainty of ultimate realizability. INCOME PER SHARE -Income per share is computed by dividing net income by the weighted average number of common and equivalent shares outstanding during the period. Outstanding stock options are treated as common stock equivalents for purposes of computing diluted earnings per share. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2001 VERSUS MARCH 31, 2000 1mage Software, Inc. (the "Company") reported revenue of $832,397 for the first quarter of 2001, an increase of 33% over $624,193 posted for the same period a year ago. System sales, which are comprised almost entirely of software licenses, increased $106,861, or 48%, to $329,209 for the comparable quarters. Services and recurring annual fees increased $101,343, or 25%, to $503,188 when comparing the first quarter of 2001 to the same quarter in 2000. Gross profit was 74% of revenue in 2001, versus 72% in 2000, due to the increases in high- margin software revenue and recurring fees. Revenue from indirect channels increased 21% for the comparable periods. SG&A expenses of $390,094 increased $107,546 over the two comparable periods, primarily due to sales and marketing costs associated with increased revenue levels. The Company posted first quarter 2001 net earnings of $221,842 or $.07 per share, as compared to net earnings of $161,473, or $.06 per share, for the same quarter last year. The Company added an international distributor in the U.K. during first quarter of 2001 in an ongoing effort to expand international sales and support. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2001, cash on hand decreased $2,764 from $147,693 at December 31, 2000, primarily due to timing of collections on accounts receivable. The Company continues to add new features to its software product offerings and used cash of $66,407 for additions to capitalized software. On February 24, 2001, the Company renewed its $200,000 line of credit agreement with a bank for another year. There were no borrowings against the line of credit at April 20, 2001. The Company's financial resources include cash on hand, revenues from operations, and management of funds available on its revolving line of credit. In the Company's judgment, sufficient financial resources are available to meet current working capital needs. The Company's line of credit expires February 24, 2002 and bears interest at prime plus 1.5% and is secured by the Company's accounts and general intangibles. FORWARD LOOKING STATEMENTS Some of the statements made herein are not historical facts and may be considered "forward looking statements." All forward-looking statements are, of course, subject to varying levels of uncertainty. In particular, statements which suggest or predict future events or state the Company's expectations or assumptions as to future events may prove to be partially or entirely inaccurate, depending on any of a variety of factors, such as adverse economic conditions, new technological developments, competitive developments, competitive pressures, changes in the management, personnel, financial condition or business objectives of one or more of the Company's customers, increased governmental regulation or other actions affecting the Company or its customers as well as other factors. PART II: OTHER INFORMATION Item 1. Legal Proceedings Inapplicable Item 2. Changes in Securities Inapplicable Item 3. Defaults Upon Senior Securities Inapplicable Item 4. Submission of Matters to a Vote of Security Holders Inapplicable Item 5. Other Information Inapplicable Item 6. Exhibits and Reports on Form 10-K (A) Exhibit Table Inapplicable (B) Reports on Form 8-K There were no reports filed on Form 8-K for the quarter ended March 31, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 1MAGE SOFTWARE, INC. (Registrant) Date: 5/3/2001 /s/ Mary Anne DeYoung Mary Anne DeYoung Chief Financial Officer