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Quarterly Report
FINANCIAL CONDITION
The following discussion and analysis of the Company's financial conditionas of March 31, 2004, and its results of operations for the three-month periodsended March 31, 2004 and 2003, should be read in conjunction with the auditedconsolidated financial statements and notes included in eLinear's Form 10-KSBfiled with the Securities and Exchange Commission.
OVERVIEW
The Company's business currently consists of three operating segments:
- Product fulfillment and network and storage solutions. Through its wholly owned subsidiary, NetView Technologies, Inc. ("NetView"), the Company offers a complete solution to its customers for the acquisition, management and configuration of complex storage and network server installations.
- Communications deployment. Through its wholly owned subsidiary, NewBridge Technologies, Inc. ("NewBridge"), the Company provides: (a) structured cabling, which is a set of cabling and connectivity products that integrate the voice, data, video and various management systems of a structure, (b) cabling infrastructure design and implementation, which is the design and implementation of the structured cabling systems, (c) security installation and monitoring, and (d) digital services of voice, data and video over fiber optic networks to residential and commercial customers.
- Consulting services. The Company offers: (a) consulting services, (b) creative web site design, (c) web site content management software, and (d) technical project management and development services.
The Company has operated as a technology consulting business since December1999. It acquired its Internet consulting business as a result of a reversemerger with Imagenuity in 1999. Since 1999 to date, its Internet consultingbusiness consisted of Internet consulting services, creative web site design,web site content management and software and technical project management anddevelopment services. For the quarter ended March 31, 2004, the consultingsegment contributed 1% of its revenue. From 1995, its inception, the Company,which at the time was named Kinetics.com, was engaged in marketing proprietarysoftware programs for use on the world wide web of the Internet. Kinetics.commarketed two software programs designed for use on the Web in 1995 and 1996.During 1996, several creditors of Kinetics.com obtained court judgements againstit as a result of non-payment of financial obligations and in 1997, Kinetics.comtransferred all of its assets to an unaffiliated third party. Subsequent to theasset transfer, the only activities of Kinetics.com consisted of negotiatingsettlements with its creditors and attempting to identify a suitable acquisitionor merger candidate. While Kinetics.com was the survivor in the merger, from anaccounting standpoint, the transaction was accounted for as though it was arecapitalization of Imagenuity and a sale of shares by Imagenuity in exchangefor the net assets of Kinetics.com. On July 31, 2000, it changed its name toeLinear, Inc.
The Company completed the acquisitions of NetView and NewBridge during thelast fiscal year. In April 2003, eLinear issued 12,961,979 shares of commonstock for all of the outstanding common stock of NetView. After the merger thestockholders of NetView owned approximately 90% of eLinear.
Although NetView became its wholly owned subsidiary, for accountingpurposes this transaction was treated as an acquisition of eLinear and arecapitalization of NetView using the purchase method of accounting. Theacquisition resulted in goodwill of $451,925. In March 2004, the Companyrecorded impairment expense totaling $451,925 related to 100% of the goodwillrelated to the 2003 eLinear acquisition. In March 2004, the consulting servicesreporting unit lost its largest consulting contract and the other operationsthat had been acquired in the eLinear purchase had declined due to the loss ofkey employees after the acquisition. Based on projected estimated future cashflows from the reporting unit purchased in 2003, management determined a fullimpairment charge was required. Since NetView is deemed to be the acquiringcompany for accounting purposes, the financial information
for the quarters ended March 31, 2004 and 2003 is information derived from theconsolidated financial statements of NetView, which contributed 95% of eLinear'srevenue for the quarter ended March 31, 2004.
In July 2003, eLinear completed the acquisition of all the outstandingshares of NewBridge. Pursuant to the transaction, eLinear issued 850,000 sharesof common stock valued at $1,062,500, using the average of the bid and askedprices on July 31, 2003, and options to purchase 300,000 shares of common stockvalued at $274,000, using Black-Scholes, to the shareholders of NewBridge. Theacquisition was accounted for using the purchase method of accounting resultingin goodwill of $1,491,102. NewBridge contributed 4% of eLinear's revenue forquarter ended March 31, 2004.
The Company's strategy is to expand its operations along the above threereporting segments through internal growth and through acquisitions. Whereasthe Company has added two distinct reporting segments through the above listedacquisitions, it intends to expand its operations from all three reportingsegments through the addition of personnel to increase sales. The changes inits business strategy have not affected its relationship with any of itscustomers. eLinear intends to utilize the proceeds from its recent offeringsdiscussed below, as well as through additional offerings, to finance itsinternal growth and for any acquisitions. The Company does not have anycommitments to raise additional funds, and it may be unable to do so in thefuture. If it does raise additional funds, it may do so at below market prices,which would cause dilution to its shareholders.
RECENT DEVELOPMENTS
In January 2004, the Company completed a private offering in which itraised gross proceeds of $2,533,850. In February 2004, the Company completed aprivate offering in which it raised gross proceeds of $2,460,000. Both of theseagreements included warrants, which if exercised would bring in an additional$6,992,156. In each of these offerings the Company issued its common stock atprices below the then market price.
In February 2004, the Company obtained a secured revolving note with LaurusMaster Fund, Ltd. ("Laurus"). Under the terms of the agreement, the Company canborrow up to $5,000,000 at an annual interest rate of prime plus .75% (with aminimum rate of 4.75%). The agreement contains two notes: a minimum securedrevolving note totaling $2,000,000 and a revolving credit facility totaling$3,000,000 based on eligible accounts receivable. See Note 3 to the unauditedfinancial statements included herein.
As part of the above credit facility, the Company agreed to file aregistration statement with the SEC in order to register the resale of anyshares issuable upon conversion of up to $2 million of the credit facility andupon the exercise of the warrants. The terms of the Company's agreement withLaurus requires it to file the registration statement and have the registrationstatement declared effective by a definitive date, or it has agreed to payLaurus damages.
CRITICAL ACCOUNTING POLICIES
General
The consolidated financial statements and notes included in this Form10-QSB contain information that is pertinent to this management's discussion andanalysis. The preparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requires theCompany to make estimates and assumptions that affect the reported amounts ofits assets and liabilities, and affect the disclosure of any contingent assetsand liabilities. The Company believes these accounting policies involvejudgment due to the sensitivity of the methods, assumptions, and estimatesnecessary in determining the related asset and liability amounts. Thesignificant accounting policies are described in its financial statements andnotes included in its Form 10-KSB filed with the Securities and ExchangeCommission.
Revenue Recognition
The Company's revenue recognition policy is objective in that it recognizesrevenue when products are shipped or services are delivered. Accordingly, thereare no estimates or assumptions that have caused deviation from its revenuerecognition policy. Additionally, the Company has a limited amount of salesreturns, which would affect its revenue earned.
Goodwill
As of March 31, 2004, the Company had $1,491,102 of goodwill resulting fromthe acquisition of NewBridge Technologies, Inc. Goodwill represents the excessof cost over the fair value of the net tangible assets acquired and is notamortized. However, goodwill is subject to an impairment assessment at leastannually which may result in a charge to operations if the fair value of thereporting segment in which the goodwill is reported declines. Due to thenewness of the NewBridge acquisition, the Company has not performed animpairment assessment of the NewBridge acquisition. Due to the large amount ofgoodwill presently included in its financial reports, if an impairment isrequired, its financial condition and results would be negatively affected.
Accounting for Stock-Based Compensation
The Company accounts for stock-based compensation based on the provisionsof Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued toEmployees," as amended by the Financial Accounting Standards BoardInterpretation No. 44, "Accounting for Certain Transactions Involving StockCompensation." These rules state that no compensation expense is recorded forstock options or other stock-based awards to employees that are granted with anexercise price equal to or above the estimated fair value per share of thecompany's common stock on the grant date. The Company adopted the disclosurerequirements of Statement of Financial Accounting Standards No. 123, "Accountingfor Stock-Based Compensation," which requires compensation expense to bedisclosed based on the fair value of the options granted at the date of thegrant.
In December 2002, the Financial Accounting Standards Board issued StatementNo. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure-anamendment of Financial Accounting Standards Board Statement No. 123." Thisstatement amends Statement of Financial Accounting Standards No. 123, to providealternative methods of transition for an entity that voluntarily changes to thefair value based method of accounting for stock-based employee compensation. Italso amends the disclosure provisions of Statement of Financial AccountingStandards No. 123 to require prominent disclosure about the effects on reportednet income of an entity's accounting policy decisions with respect tostock-based employee compensation. The Company did not voluntarily change to thefair value based method of accounting for stock-based employee compensation,therefore, the adoption of Statement of Financial Accounting Standards No. 148did not have a material impact on its financial position. No stock-basedcompensation expense was reflected in the net loss for the three month periodended March 31, 2004, because no options granted under the plans had an exerciseprice less than the market value of the underlying common stock on the date ofthe grant and did not begin to vest until after March 31, 2004.
Allowance for Doubtful Accounts
The Company maintains an allowance for doubtful accounts, which reflectsthe estimate of losses that may result from the inability of some of itscustomers to make required payments. The estimate for the allowance for doubtfulaccounts is based on known circumstances regarding collectability of customeraccounts and historical collections experience. If the financial condition ofone or more of its customers were to deteriorate, resulting in an impairment oftheir ability to make payments, additional allowances may be required. Materialdifferences between the historical trends used to estimate the allowance fordoubtful accounts and actual collection experience could result in a materialchange to its consolidated results of operations or financial position.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
eLinear's primary business focus is on solving well-defined customerproblems or providing a need-proven service. The Company is focused ondelivering reliable and effective IT solutions, managed services, software,security solutions, Internet Telephony solutions and network and storagesolutions that enable enterprises to restructure and integrate entire businessprocesses while extending them across enterprise boundaries to customers,employees and suppliers. As its arsenal of products, services and solutionsgrows through internal and external initiatives, its sales force will berequired to leverage its cross-selling potential. The Company earns its revenuethrough the sales efforts of its three distinct business segments. Whenproducts and/or services are purchased, the Company invoices its customers andsubsequently receives payment for those products and/or services, whichgenerates the cash needed to pay for those products and/or services. Due to itsgrowth, the Company has been required to obtain various lines of credit tofinance the purchase of these products.
Prior to the acquisitions of NetView and NewBridge, eLinear was atechnology consulting services firm providing strategic consulting solutions,creative web site design, web site content management software and technicalproject management and development services to companies seeking to increaseproductivity or reduce costs through investing in technology. The informationtechnology outsourcing and consulting industry in which the Company operates hasdeclined drastically with substantial overall reductions in informationtechnology investments. This has resulted in a dramatic reduction in spendingfor information technology services overall, and a significant decrease in theamount of services the Company is able to sell. In order to reduce costs theCompany closed its offices in Denver during 2002 and has concentrated itsmarketing efforts in the Houston market. However, due to the failure of EnronCorp. and weakening financial conditions of companies such as Dynegy Energy andReliant Resources, the Houston market for information technology services in2003 and 2004 has been hit particularly hard.
In order to diversify its business plan, eLinear began seeking mergercandidates. It selected NetView due to its list of customers and managementwith the view toward cross-selling its consulting services with its network andstorage solutions customers. The Company's acquisition of NewBridge wasdetermined by its desire to provide a total IT solutions product to itscustomers, which NewBridge provided the ability to expand its business in thearea of communications deployment. In addition to consulting services theCompany previously provided, eLinear now offers a full range of IT solutions.These acquisitions have in fact expanded its customer base and providedadditional sales opportunities, which were not previously available to it.eLinear intends to expand its business in all three segments of which itoperates.
Revenue. Total revenue for the quarter ended March 31, 2004 was $4,175,078which was an increase of 33% over the prior year period of $3,151,142. Revenuefrom the consulting services business segment for the quarter ended March 31,2004 was $46,945, which was 1% of total revenue. The consulting servicesbusiness segment has seen a significant decline in customer utilization during2004 and 2003. Due to the significant reduction in customers, the Companysignificantly reduced its number of full-time employees and contract personnelduring this period in order to reduce costs and conserve its limited resources.In addition, the former CEO and primary consultant of the Company resigned inMay 2003 and the Company lost its primary consulting customer in March 2004.The Company does intend to concentrate its efforts on building additionalconsulting services customer relationships during the current fiscal year and,if successful, add additional personnel to increase its sales. However, thereare no guarantees that the Company will be successful in this endeavor. Revenuegenerated from the network and storage solutions business segment for thequarter ended March 31, 2004 was $3,956,625, which was an increase of $805,483,or 26% over the prior year quarter. The network and storage solutions businesssegment contributed 95% of total revenue for the current year quarter. TheCompany was able to increase its revenue over the 2003 period primarily by theaddition of sales personnel who had previous customer relationships. Theincrease in revenue was due to an increase in the amount of products sold andwas not affected by an increase in pricing. The Company intends to focus onadding additional customers and personnel to service these customers. Revenuefrom the communications deployment business segment for the quarter ended March31, 2004 was $171,508, which was 4% of total revenue.
Of the revenue generated for the quarter ended March 31, 2004, twocustomers provided in excess of 10% of the Company's revenue with onecontributing 19% and the other 16% of total revenue. If the Company were tolose any of these customers, its financial results may be negatively affected.
Cost of sales. Total cost of sales for the quarter ended March 31, 2004was $3,714,762, an increase of $1,151,359, or 45%, over the prior year period of$2,563,403. For the network and storage solutions business segment, cost ofsales is comprised of the costs associated with acquiring hardware and softwareto fill customer orders. For the consulting services business segment, cost ofsales consists of full-time personnel and contract employee costs associatedwith projects eLinear provides to its customers for a fee. For thecommunications deployment business segment, cost of sales consists of materialsand personnel to build the customer infrastructure. The increase in cost ofsales was due to the cost of procuring hardware and software to fill an expandednumber of customer orders. This amounted to $3,514,148 for quarter ended March31, 2004. The Company anticipates that cost of sales will increase as revenueincreases.
Gross profit. Total gross profit decreased from $587,739 for the quarterended March 31, 2003, to $460,316 for the quarter ended March 31, 2004. Totalgross profit as a percentage of revenue decreased from 19% for the quarter endedMarch 31, 2003 to 11% for the current quarter. In order to grow its businesswith new
customers, the Company accepted some lower margin business during the currentfiscal quarter. The Company anticipates its profit margin will improve in thefuture.
Operating expenses. Total operating expenses for the quarter ended March31, 2004 were $1,897,674, an increase of $1,398,884, or 281%, over the prioryear quarter of $498,790. The various components of this increase are asfollows:
- The Company has added additional personnel in its network and storage solutions business segment to facilitate the rapid increase in customer orders, and it has reduced personnel in its consulting services business segment, reflecting an increase in the use of subcontractors to execute on projects as opposed to hiring full-time employees. At March 31, 2003, the Company employed 13 personnel in the network and storage solutions business segment, which had increased to 20 as of March 31, 2004. The number of employees in the consulting services and communications deployment business segments as of March 31, 2004 were 6 and 7, respectively. There were no payroll and related costs incurred during the prior fiscal quarter for the consulting services or communications deployment business segmentsThe net effect was an increase in payroll and related costs of $286,772, which costs are composed of payroll, payroll taxes and health insurance.
- Office administration expenses increased from $63,248 for the 2003 period to $229,094 for the current fiscal quarter. The components of office administration are office rent expense, office expenses, travel and entertainment expenses and staff development.
- Professional services, which is comprised of legal, accounting and consulting fees, increased from $167,825 for the previous year quarter to $201,897 for the current fiscal quarter. The Company has incurred additional legal, accounting and outside services fees during the current fiscal quarter.
- As previously discussed, in March 2004 the consulting services reporting unit lost its largest consulting contract and the other operations that had been acquired in the eLinear purchase had declined due to the loss of key employees after the acquisition. Based on projected future cash flows from the reporting unit, management determined a full impairment charge of $451,925 was required.
- Other expenses increased from $16,097 for prior year quarter to $471,255 for the current fiscal quarter. The Company has initiated an investor awareness program for current and potential investors. The increase is due to the increased costs associated with this program.
Interest Expense. Interest expense for the quarter ended March 31, 2004increased to $43,272 from $4,394 for the prior year quarter. The increase wasattributable to the amortization of debt discounts and interest chargesassociated with the Laurus credit facility.
Net Loss. The net loss for the quarter ended March 31, 2004 was $1,480,630,or $0.09 per share basic and diluted, compared to net income of $84,555, or$0.01 per share basic and diluted, for the previous year quarter.
LIQUIDITY AND CAPITAL RESOURCES
Changes in cash flow. Net cash used in operating activities for thequarter ended March 31, 2004, was $3,203,909 compared to $108,598 for the prioryear quarter. This was an increase of $3,095,311 over the prior year period.The primary components of net cash used in operating activities for fiscal 2003were a net loss of $1,480,650, increases in accounts receivable resulting fromincreased sales when compared to the prior fiscal quarter and increasedpurchases of inventory associated with the increase in sales. The Companyutilized a portion of the cash received from its sales of common stock to reduceits accounts payable, to purchase a certificate of deposit in the amount of$500,000 and to place $500,000 in a restrictive account. The cash used inoperating activities was partially offset by non-cash charges totaling $736,829.Cash used in investing activities increased from $1,303 for the prior yearfiscal quarter to $63,959 for the current fiscal quarter. The Company purchasedproperty and equipment during the current period of $50,800 and paid a depositon its new office lease, which increased deposits by $13,159. Cash provided byfinancing activities increased from $26,988 for the prior year fiscal quarter to$7,246,553 for the current fiscal quarter. This increase was attributable tosales of common stock of $4,584,591, net
proceeds from the Laurus financing agreement of $2,539,515, and the exercise ofstock options of $338,150. This was partially offset by the repayment of notesdue to Messrs. Allen and Casey of $215,703.
Capital Resources. The Company has funded its operations through the saleof common stock, the exercise of stock options, short-term borrowings from twoof its officers, lines of credit and the Laurus financing agreement. DuringJanuary and February 2004, the Company sold shares of common stock in twoprivate placements for aggregate net proceeds of $4,584,591. During the quarterended March 31, 2004, the Company received $338,150 through the exercise ofstock options. NetView has funded its operations by way of loans from Messrs.Allen and Casey. At December 31, 2003, the amount due these individuals was$215,703. These notes were subsequently repaid during January 2004. NetViewhas funded its purchases of network and storage solutions products primarilythrough vendor provided financing arrangements. In March 2003, NetView obtaineda $1 million line of credit from Textron Financial Corporation to fund purchasesof network and storage solutions product for delivery to customers. This lineof credit was secured by all of its assets. In February 2004, the Companyretired this line of credit, and entered into a new credit facility with LaurusMaster Fund discussed below.
Liquidity. As of March 31, 2004, the Company had cash balances innon-restricted accounts of $4,533,168 and positive working capital of$7,580,049. In January 2004, the Company completed a private offering and raisedgross proceeds of $2,533,850. In February 2004, the Company completed a privateoffering and raised gross proceeds of $2,460,000. Both of these agreementsinclude warrants, which, if exercised, would raise an additional $8,029,621.
In February 2004, the Company obtained a secured revolving note with LaurusMaster Fund, Ltd. ("Laurus"). Under the terms of the agreement, the Company canborrow up to $5,000,000 at an annual interest rate of prime plus .75% (with aminimum rate of 4.75%). The agreement contains two notes: a minimum securedrevolving note totaling $2,000,000 and a revolving credit facility totaling$3,000,000 based on eligible accounts receivable. At March 31, 2004, the Companyhad drawn down $2,000,000 under the revolver and $1,000,000 under the term note.
The Company believes it has sufficient capital to implement its businessplan and to seek out acquisitions in order to more quickly grow its business.The Company believes it will begin to generate positive cash flow fromoperations during fiscal 2004 and believes that sufficient cash flow fromoperations will be available during the next twelve months to satisfy itsshort-term obligations. If expenses are in excess of its estimates or ifrevenues decline, the Company may need to obtain additional financing to fundits operations. If the Company is required to obtain additional financing, itwill be required to do so on a best efforts basis, as it currently has nocommitments for any further financing.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
NEW ACCOUNTING PRONOUNCEMENTS
During December 2002, the FASB issued SFAS No. 148. Statement 148establishes standards for two alternative methods of transition to the fairvalue method of accounting for stock-based employee compensation of FASB SFASNo. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS 148 alsoamends and augments the disclosure provisions of SFAS 123 and AccountingPrinciples Board Opinion 28 "Interim Financial Reporting" to require disclosurein the summary of significant accounting policies for all companies of theeffects of an entity's accounting policy with respect to stock-based employeecompensation on reported net income and earnings per share in annual and interimfinancial statements. The transition standards and disclosure requirements ofSFAS 148 are effective for fiscal years and interim periods ending afterDecember 15, 2002. The Company has adopted only the disclosure provisions ofthis statement.
SFAS No. 150, "Accounting for Certain Financial Instruments withCharacteristics of Both Liabilities and Equity," was issued in May 2003 andrequires issuers to classify as liabilities (or assets under certaincircumstances) three classes of freestanding financial instruments thatrepresent obligations for the issuer. SFAS No. 150 is effective for financialinstruments entered into or modified after May 31, 2003 and is otherwiseeffective at the beginning of the first interim period beginning after December15, 2003. The adoption of this statement did not have a material effect on theCompany's financial position, results of operations or cash flows.
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eLinear Announces Fiscal Q1 2004 Results and Record Revenue of $4.2 Million HOUSTON--(BUSINESS WIRE)--May 24, 2004--eLinear, Inc. (AMEX:ELU - News) announced today its financial results for the first fiscal quarter of 2004. Compared to the first quarter of 2003, eLinear grew sales 33%, from $3,151,142 to $4,175,078. Total assets increased 133% from $4,429,696 at the end of 2003 to $10,322,181, with $5,533,168 in cash. Kevan Casey, CEO of eLinear, stated, "This quarter is the most significant yet in our short history. We believe that we have put in place what is needed in order for us to deliver superior shareholder value and unparalleled service to our customers." "Our business is hitting on all cylinders and we expect accelerating growth throughout the remainder of 2004 and for 2005," added Ramzi Nassar, COO of eLinear. Tommy Allen, President of eLinear stated, "Adding security and IP Telephony solutions to our offerings has been received well by our customers and we expect great demand in those high-growth areas, driven by regulatory compliance and business needs." Significant First Fiscal Quarter Achievements:
eLinear, Inc. is an integrated technology solutions provider of security, IP Telephony and network and storage solutions infrastructure. Typically, the company's customers are Fortune 2000 and small to medium sized business organizations. eLinear's services are offered to companies seeking to increase productivity or reduce costs through investing in technology. A majority of the company's customers are located in Houston, Texas. Safe Harbor Statement This press release contains statements that may constitute forward-looking statements, including the company's ability to realize the projected revenues from the newly announced project orders and the future strength of the company's business and industry. These statements are based on current expectations and assumptions and involve a number of uncertainties and risks that could cause actual results to differ materially from those currently expected. For additional information about eLinear's future business and financial results, refer to eLinear's Annual Report on Form 10-KSB for the year ended December 31, 2003 and Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. eLinear undertakes no obligation to update any forward-looking statement that may be made from time to time by or on behalf of the company, whether as a result of new information, future events or otherwise. | |||||||||||||||
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