SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2005
Commission File Number 0-17977
BOUNDLESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
13-3469637
(I.R.S. Employer Identification No.)
50 Engineers Lane Unit 2
Hauppauge, NY
(Address of principal executive offices)
11735
(Zip Code)
(631) 962-1500
(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 | | No |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2)
Yes | | No |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
Yes | | No |X|
As of February 28, 2006, the Registrant had approximately 6,705,613 shares of
Common Stock, $.01 par value per share outstanding.
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BOUNDLESS CORPORATION AND SUBSIDIARIES
(Debtor and Debtors-in-Possession)
INDEX
Page
No.
----
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of March 31, 2005 (Unaudited)
and December 31, 2004 3
Consolidated Condensed Statements of Operations for the three months ended
March 31, 2005 and 2004 (Unaudited) 4
Consolidated Condensed Statements of Cash Flows for the three months
ended March 31, 2005 and 2004 (Unaudited) 5
Notes to Consolidated Condensed Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Item 4. Controls and Procedures 18
Part II. Other Information
Item 1. Legal Proceedings 19
Item 6. Exhibits 20
Signature 21
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BOUNDLESS CORPORATION AND SUBSIDIARIES
(DEBTOR AND DEBTORS-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, December 31,
2005 2004*
----------- ------------
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 30 $ 124
Cash on deposit with lender 30 271
Trade accounts receivable, net 1,034 1,150
Affiliate receivables 103 92
Other receivables 135 117
Inventories (Note 3) 1,164 1,094
Prepaid expenses and other current assets 154 59
-------- --------
Total current assets 2,650 2,907
Property and equipment, net (Note 4) 102 103
-------- --------
Total assets $ 2,752 $ 3,010
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities not subject to compromise
Current liabilities:
Current portion of long-term debt $ 411 $ 350
Accounts payable 40 44
Accrued salaries 71 86
Accrued legal fees 1,104 1,029
Purchase order commitments 482 561
Accrued payroll and sales tax payable 30 30
Accrued warranty 32 18
Other accrued liabilities 162 157
-------- --------
Total current liabilities 2,332 2,275
-------- --------
Long-term debt, less current maturities 650 953
Deferred credits 66 65
Items subject to compromise:
Manditorily redeemable preferred stock 1,652 1,652
Liabilities subject to compromise (Note 5) 12,977 12,970
-------- --------
Total liabilities 17,677 17,915
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 9)
Stockholders' deficit: (Note 6)
Common stock 67 67
Additional paid-in capital 35,844 35,844
Accumulated deficit (50,836) (50,816)
-------- --------
Total stockholders' deficit (14,925) (14,905)
-------- --------
Total liabilities and stockholders' deficit $ 2,752 $ 3,010
======== ========
* Condensed from audited financial statements
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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BOUNDLESS CORPORATION AND SUBSIDIARIES
(DEBTOR AND DEBTORS-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended
March 31
---------------------
-------- --------
2005 2004
-------- --------
Revenue:
Product sales $ 1,444 $ 1,985
Services 171 198
-------- --------
Total revenue 1,615 2,183
-------- --------
Cost of revenue
Product sales 1,125 1,405
Services 74 134
-------- --------
Total cost of revenue 1,199 1,539
-------- --------
Gross margin 416 644
Other costs and expenses (income)
Selling, general and administrative 246 468
Research and development 56 45
Interest expense (excluding contractual interest of $16
and $15 not recognized in 2005 and 2004, respectively) 38 41
Loss on reimbursement of employee services (net of
reimbursement of $30 and $75) 5 15
Other income (5) (49)
-------- --------
340 520
-------- --------
Income before reorganization items 76 124
Reorganization items (Note 7) 96 113
-------- --------
Net income (loss) $ (20) $ 11
======== ========
Basic and diluted income (loss) per common share $ -- $ --
======== ========
Basic and diluted weighted average shares outstanding 6,706 6,706
======== ========
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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BOUNDLESS CORPORATION AND SUBSIDIARIES
(DEBTOR AND DEBTORS-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three months ended
March 31,
---------------------
2005 2004
-------- --------
Cash flows from operating activities:
Income before reorganization items 76 124
Adjustments to reconcile income before reorganization items
to net cash provided by (used in) operating activities:
Depreciation and amortization 1 32
Change in deferred credits 2 (42)
Provision credit for doubtful accounts -- (24)
Changes in assets and liabilities:
Cash on deposit with lender 241 167
Trade accounts receivable 115 (456)
Affiliate receivables (11) (98)
Other receivables (18) (16)
Inventories (70) 498
Other assets (94) (35)
Accounts payable and accrued expenses (73) 185
-------- --------
Net cash provided by operating activities excluding reorganization items 169 335
-------- --------
Cash flows from reorganization activities:
Reorganization items, net (96) (113)
Gain on disposition of property and equipment -- (23)
Proceeds from disposition of property -- 23
Increase in liabilities, net 75 4
-------- --------
Net cash used in reorganization activities (21) (109)
-------- --------
Cash flows from investing activities:
Capital expenditures -- (14)
-------- --------
Cash flows from financing activities:
Net proceeds from issuance of debt 1,690 --
Payments on loans payable and capital leases (1,932) (519)
-------- --------
Net cash used in financing activities (242) (519)
-------- --------
Net decrease in cash and cash equivalents (94) (307)
Cash and cash equivalents at beginning of period 124 373
-------- --------
Cash and cash equivalents at end of period $ 30 $ 66
======== ========
Cash paid for:
Interest $ 29 $ 27
Taxes -- --
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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BOUNDLESS CORPORATION AND SUBSIDIARIES
(DEBTOR AND DEBTORS-IN-POSSESSION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
(unaudited)
1. Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code
The Company voluntarily petitioned for relief under Chapter 11 of the United
States Bankruptcy Code on March 12, 2003, (the "Petition Date") in the United
States Bankruptcy Court for the Eastern District of New York, Central Islip
The Debtor continues to operate its business as "debtor-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and
applicable court orders. In general, as debtors-in-possession, the Debtor is
authorized under Chapter 11 to continue to operate as an ongoing business, but
may not engage in transactions outside the ordinary course of business without
the prior approval of the Bankruptcy Court.
In order to successfully exit Chapter 11, the Company will need to propose, and
obtain confirmation by the Bankruptcy Court of, a plan of reorganization that
satisfies the requirements of the Bankruptcy Code.
Financial Statement Presentation.
The unaudited condensed consolidated interim financial statements, and
accompanying notes included herein, have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission ("SEC")
and reflect all adjustments which are of a normal recurring nature and which, in
the opinion of management, are necessary for the fair statement of the results
of the three months ended March 31, 2005 and 2004. Certain information and
footnote disclosures have been condensed or omitted pursuant to such
regulations. The results for the current interim periods are not necessarily
indicative of the results for the full year. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto in the Company's latest annual report filed
with the SEC on Form 10-K for the year ended December 31, 2004. The accompanying
financial statements include the accounts of the Company and its subsidiaries on
a consolidated basis. All significant inter-company accounts and transactions
have been eliminated.
The accompanying consolidated financial statements have been prepared in
accordance with American Institute of Certified Public Accountants' Statement of
Position 90-7 ("SOP 90-7"), "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code," and on a going-concern basis, which contemplates
continuity of operations, realization of assets and satisfaction of liabilities
in the ordinary course of business.
SOP 90-7 requires that the financial statements for periods subsequent to the
Chapter 11 filing petition distinguish transactions and events that are directly
associated with the reorganization from the operations of the business.
Accordingly, revenues, expenses (including professional fees), realized gains
and losses, and provisions for losses directly associated with the
reorganization and restructuring of the business are reported separately in the
financial statements. The Consolidated Balance Sheet distinguishes pre-petition
liabilities and other items subject to compromise from both those pre-petition
liabilities that are not subject to compromise and from post-petition
liabilities. Liabilities and other items subject to compromise are reported at
the amounts expected to be allowed, even if they may be settled for lesser
amounts.
In addition, as a result of the Chapter 11 filing, the realization of assets and
satisfaction of liabilities, without substantial adjustments or changes in
ownership, are subject to uncertainty. Given this uncertainty, there is
substantial doubt about the Company's ability to continue as a going concern.
While operating as debtors-in-possession under the protection of Chapter 11 of
the Bankruptcy Code and subject to approval of the
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Bankruptcy Court or otherwise as permitted in the ordinary course of business,
the Debtors, or some of them, may sell or otherwise dispose of assets and
liquidate or settle liabilities for some amounts other than those reflected in
the consolidated financial statements. Further, a plan of reorganization could
materially change the amounts and classifications in the historical consolidated
financial statements.
The primary issues management will focus on immediately following
confirmation of the Company's Plan of Reorganization include:
o Working with its secured lender on a restructuring of the terms of
the DIP debt which it holds, thereby reducing the Company's cost of
borrowing.
o Initiating negotiations with suppliers to secure trade financing of
working capital of approximately $1-2 million under terms and
conditions to be agreed upon. There can be no assurance that such
financing will materialize.
o The continual negotiation of material contracts for the sale of its
manufacturing services to customers which management believes will
provide additional liquidity for operations. There can be no
assurances that these contracts will materialize.
o The ability of the Company to generate cash from operations and to
maintain adequate cash on hand; and
o The ability of the Company to achieve profitability.
The Company believes that positive operating cash flows and profitability
will not come from the general purpose text terminal marketplace. The Company
has been and will continue to focus on the current business from the current
customers in order to provide a reliable cash flow with which to execute growth
plans. The paths to growth that the Company has developed include:
1. Repositioning the Company's business from a text terminal company to a
Point-of-Service/Point-of-Sale ("POS") technology company, and build upon the
Company's historical success in POS to establish a strong link between the
Company's and POS' applications. A key activity in support of the POS initiative
includes leveraging the Company's existing technology platforms
2. Gaining access to a more modern and growing market through new product
offerings including Web terminals and terminals utilizing the Linux operating
system which provide high security, high levels of productivity and high
reliability.
3. Enter the Radio Frequency Identification ("RFID") market place with a
high value-to-cost offering. Position the company as a RFID provider to POS
integrators and OEMs. RFID Controllers - read/write RFID modules for both 13.56
mhz and 900 mhz- will be embedded into the Company's technology platforms.
4. Applying its robust Build-to-Order ("BTO") processes to growth products
and markets.
There is no assurance that the Company will be successful in obtaining
confirmation of their Plan of Reorganization. If it is not, liquidation of the
Company's assets would most likely ensue. If the Company does emerge from
Chapter 11, there is no assurance that our operations will be profitable and
cash flow positive; in the alternative, the scope of operations could be
severely curtailed or discontinued entirely. The accompanying financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
2. Summary of Certain Accounting Policies
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended December
31, 2004 included in the Company's Annual Report on Form 10-K. The accounting
policies used in preparing these consolidated financial statements are the same
as those described in the December 31, 2004 consolidated financial statements.
Cash and Cash Equivalents
All highly liquid investments with maturities at purchase of three months or
less are considered cash equivalents. We had $271 and $30 classified as "cash on
deposit with lender" at December 31, 2004 and March 31, 2005, respectively,
representing cash on-hand in a lockbox account under the control of the
Company's DIP lender.
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Minority Interest
In the absence of a commitment by minority shareholders to fund losses in excess
of their equity, such losses have been attributed to the Company.
Revenue Recognition
The Company recognizes revenue from product sales upon shipment to the customer
or passage of title and assumption of risk. The Company monitors product returns
generally, which are for stock rotation with the coinciding replacement order,
and records provisions for estimated future returns and potential warranty
liability at the time revenue is recorded. Service revenue is recognized when
service is performed and billable. Revenue from maintenance and extended
warranty agreements is deferred and recognized ratably over the term of the
agreement.
Supplier Concentration
The Company purchases subassemblies and components for its products from more
than 40 domestic and Far East suppliers. For the quarter ended March 31, 2005,
purchases from Radiance Electronics, Ansen Corporation, and Video Display
Corporation accounted for approximately 38%, 19%, and 11%, respectively, of
total purchases. During the first quarter of 2004 purchases from Ansen
Corporation, Radiance Electronics, and Video Display Corporation accounted for
40%, 25%, and 13%, respectively, of the Company's total purchases of material.
The balance due Ansen was approximately $482 and $561 at March 31, 2005 and
December 31, 2004, respectively; and such balance is included in "Purchase order
commitments" on the balance sheets.
Net Income (Loss) Per Common Share
SFAS No. 128, "Earnings Per Share," requires a reconciliation of the numerator
and denominator of the basic net income (loss) per share computation to the
numerator and denominator of the diluted net income (loss) per share
computation.
Pervasiveness 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.
New Accounting Pronouncements
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs--An Amendment
of ARB No. 43, Chapter 4" ("SFAS 151"). SFAS 151 amends the guidance in ARB No.
43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Among other provisions, the new rule requires that items such as
idle facility expense, excessive spoilage, double freight, and rehandling costs
be recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS 151
requires that the allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. SFAS
151 is effective for fiscal years beginning after June 15, 2005 and is required
to be adopted by Boundless in the first quarter of fiscal 2006, beginning on
January 1, 2006. Boundless is currently evaluating the effect that the adoption
of SFAS 151 will have on its consolidated results of operations and financial
condition but does not expect SFAS 151 to have a material impact.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") and supersedes APB Opinion No. 25, "Accounting for
Stock Issued to
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Employees." SFAS 123R requires all share-based payments to employees, including
grants of employee stock options, to be recognized in the financial statements
based on their fair values. As amended by an SEC pronouncement, SFAS 123R is
effective with the first annual period after June 15, 2005, with early adoption
encouraged. The pro forma disclosures previously permitted under SFAS 123, no
longer will be an alternative to financial statement recognition. We are
required to adopt SFAS 123R in the first quarter of fiscal 2006, beginning
January 1, 2006. Under SFAS 123R, we must determine the appropriate fair value
model to be used for valuing share-based payments, the amortization method for
compensation cost and the transition method to be used at date of adoption. The
transition methods include prospective and retroactive adoption options. Under
the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS 123R, while the retroactive methods would record compensation expense
for all unvested stock options and restricted stock beginning with the first
period restated. We are evaluating the requirements of SFAS 123R and we expect
that the adoption of SFAS 123R will not have a material impact on the Company's
consolidated results of operations and earnings per share. We have not yet
determined the method of adoption or the effect of adopting SFAS 123R, and we
have not determined whether the adoption will result in amounts that are similar
to the current pro forma disclosures under SFAS 123. However, the Company's Plan
of Reorganization, if approved by the Bankruptcy Court, contemplates that all
existing equity securities of the Company, including options and warrants to
purchase the Company's common stock, will be cancelled as of the effective date
of the Company's reorganization.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets--An Amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions" ("SFAS 153"). SFAS 153 eliminates the exception from fair value
measurement for nonmonetary exchanges of similar productive assets in paragraph
21(b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and
replaces it with an exception for exchanges that do not have commercial
substance. SFAS 153 specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 is effective for the fiscal
periods beginning after June 15, 2005 and is required to be adopted by Boundless
in the third quarter of fiscal 2005, beginning on July 1, 2005. Boundless is
currently evaluating the effect that the adoption of SFAS 153 will have on its
consolidated results of operations and financial condition but does not expect
it to have a material impact.
In March 2005, the FASB issued FIN 47, "Accounting for Conditional Asset
Retirement Obligations, an interpretation of FASB Statement No. 143" ("FIN 47"),
which requires an entity to recognize a liability for the fair value of a
conditional asset retirement obligation when incurred if the liability's fair
value can be reasonably estimated. FIN 47 is effective for fiscal years ending
after December 15, 2005 and is required to be adopted by Boundless in the first
quarter of fiscal 2006. Boundless is currently evaluating the effect that the
adoption of FIN 47 will have on its consolidated results of operations and
financial condition but does not expect it to have a material impact.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
Financial Statements--An Amendment of APB Opinion No. 28." SFAS 154 provides
guidance on the accounting for and reporting of accounting changes and error
corrections. It establishes retrospective application, or the latest practicable
date, as the required method for reporting a change in accounting principle and
the reporting of a correction of an error. SFAS 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005 and is required to be adopted by Boundless in the first quarter of
fiscal 2006. Boundless is currently evaluating the effect that the adoption of
SFAS 154 will have on its consolidated results of operations and financial
condition but does not expect it to have a material impact.
In June 2005, the FASB issued FSP FAS 143-1, "Accounting for Electronic
Equipment Waste Obligations" ("FSP 143-1"), which provides guidance on the
accounting for certain obligations associated with the Directive on Waste
Electrical and Electronic Equipment (the "Directive"), which was adopted by the
European Union ("EU"). Under the Directive, the waste management obligation for
historical equipment (products put on the market on or prior to August 13, 2005)
remains with the commercial user until the equipment is
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replaced. FSP 143-1 is required to be applied to the later of the first
reporting period ending after June 8, 2005 or the date of the Directive's
adoption into law by the applicable EU member countries in which we have
significant operations. Boundless is currently evaluating the effect that the
adoption of FSP 143-1 will have on its consolidated results of operations and
financial condition. Such effects will depend on the respective laws adopted by
the EU member countries.
3. Inventories
Inventories are stated at the lower of cost or market with costs determined on a
first-in first-out basis. On a quarterly basis the Company reviews quantities on
hand and on order and records a provision for excess and obsolete inventory
based on forecasted demand. Should this analysis indicate that the demand for
product has increased from previous estimates, a decrease in the reserves would
be effected through a credit to the statement of operations.
March 31, December 31,
------------- -------------
2005 2004
------------- -------------
Raw materials and purchased components $ 1,526 $ 1,584
Finished goods 143 126
Manufacturing inventory reserves (826) (935)
Service parts 321 319
------------- -------------
$ 1,164 $ 1,094
============= =============
4. Property and equipment
Property and equipment consists of the following:
March 31, December 31,
------------------------------
2005 2004
------------- -------------
Buildings and improvements $ 14 $ 14
Machinery and equipment 6,505 6,505
------------- -------------
6,519 6,519
Less accumulated depreciation and amortization 6,417 6,416
------------- -------------
$ 102 $ 103
============= =============
Depreciation expense for the quarter ending March 31, 2005, was $1 as compared
to $32 during the quarter ended March 31, 2004. The Company recorded repairs and
maintenance expenses of $1 and $0 for the quarters ended March 31, 2005 and
2004.
The Company discontinued recording depreciation expense on its machinery and
equipment in the first quarter of 2005 as those assets had reached their
estimated salvage value.
5. Liabilities and Other Items Subject to Compromise
Liabilities and other items subject to compromise refers to liabilities incurred
and the issuance of preferred stock prior to the commencement of the Chapter 11
Cases. These amounts represent the Company's estimate of known or potential
pre-petition claims to be resolved in connection with the Chapter 11 Cases. Such
claims remain subject to future adjustments. Adjustments may result from
negotiations, actions of the Bankruptcy Court, the determination as to the value
of any collateral securing claims, proofs of claim or other events. It is
anticipated that such adjustments may be material. Payment terms for these
amounts will be established in connection with the Chapter 11 Cases.
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At March 31, 2005 and December 31, 2004, the Company had liabilities and other
items subject to compromise of approximately $14,629 and $14,622 which consisted
of the following:
March 31, December 31,
------------- -------------
2005 2004
------------- -------------
Liabilities:
Accounts payable $ 10,955 $ 10,948
Convertible notes payable, principally related to
prior separation agreements 965 965
Accrued salaries 397 397
Accrued warranty 222 222
Capital lease obligations 438 438
------------- -------------
12,977 12,970
Other:
Manditorily redeemable preferred stock 1,652 1,652
------------- -------------
$ 14,629 $ 14,622
============= =============
The mandatorily redeemable preferred stock is convertible into shares of common
stock of the Company at a conversion price of $3 per share. The Plan of
Reorganization contemplates that all equity instruments of the Company will be
cancelled on the Effective Date. As a result, the conversion of the preferred
stock to shares of common stock is doubtful and therefore the mandatorily
preferred stock is included with other items subject to compromise.
6. Stockholders' Deficit
At March 31, 2005 and December 31, 2004 stockholders' deficit consisted of the
following:
March 31, December 31,
------------------------------
2005 2004
------------- -------------
Preferred stock, $0.01 par value, 1,000,000 shares
authorized, none issued $ -- $ --
Common stock, $0.01 par value, 25,000,000 shares
authorized,6,705,613 shares issued and outstanding 67 67
Additional paid-in capital 35,844 35,844
Accumulated deficit (50,836) (50,816)
Accumulated other comprehensive loss -- --
------------- -------------
Total stockholders' deficit $ (14,925) $ (14,905)
============= =============
7. Reorganization Expenses
Reorganization expenses were as follows:
Three months ended
March 31,
------------------------------
2005 2004
------------- -------------
Professional fees $ 75 $ 4
United States District Court fees 6 9
Facility relocation expenses 10 123
Other expenses 5 --
Gain on the disposition of equipment -- (23)
------------- -------------
$ 96 $ 113
============= =============
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8. Major Customers
The Company markets its terminal products through OEMs and reseller distribution
channels. Customers can buy the Company's products from an international network
of value-added resellers (VARs) and regional distributors. Through its sales
force, the Company sells directly to large VARs and regional distributors and
also sells to major national and international distributors. The Company had one
customer representing 24% of revenues during the first quarter ended March 31,
2005; and five other customers representing individually between 5% and 7% of
revenues for the same period. For the quarter ended March 31, 2004, the Company
had one customer representing 34% of revenue and two customers representing 8%
and 9%, respectively of revenues.
9. Litigation and Contingencies
The Company is subject to lawsuits and claims that arose in the normal course of
business. Management is of the opinion that all such matters are without merit,
or are of such kind, or involve such amounts, as would not have a significant
effect on the financial position, results of operations or cash flows of the
Company if disposed unfavorably. See Part II-Other Information, Item 1. Legal
Matters.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
The numbers and percentages contained in this Item 2 are approximate. Dollar
amounts are stated in thousands.
Revenue - Revenue for the quarter ended March 31, 2005 was $1,615 as compared to
$2,183 for the quarter ended March 31, 2004.
Sales of the Company's General Display Terminals were $1,444 for the quarter
ended March 31, 2005 compared to $1,985 for the quarter ended March 31, 2004.
During 2003, Hewlett Packard announced the discontinuation of sales of its
General Display Terminal, sourced from the Company, in favor of technologically
newer desktop terminal devices. As a result of this transition, Hewlett
Packard's purchases during the first quarter of 2004 included the acquisition of
product quantities sufficient to meet its then current needs, as well as its
near-term projected needs during the product transition period. For the first
quarter of 2004, purchases from Hewlett Packard amounted to approximately $748
as compared to purchases of approximately $143 for the first quarter of 2005.
Text revenue includes sales of the Company's general-purpose display terminals.
The Company's product family falls into two general classes: ANSI or ASCII
display terminals. The general purpose segment of the Text market, whether ANSI
or ASCII, is primarily characterized as a "replacement sale" market. Text
terminal customer purchasing criteria are based on quality, customization,
compatibility with other terminals, price and, as a result of the markets
replacement characterization, lead-times. Historically, the Company has been a
leader in these categories.
The Company anticipates sales of its General Display Terminals will continue to
decline as customers transition to newer technologies with graphical
capabilities.
Net revenue from EMS activities, primarily logistics services sold to Unique
Co-operative Solutions, Inc. ("UCSI"), were $4 for the quarter ended March 31,
2005, as compared to $18 in the comparable quarter of 2004. UCSI is wholly owned
by Mr. Oscar Smith, who also is the majority shareholder of Vision Technologies,
Inc. ("Vision"). The Company's Plan of Reorganization, assuming approval by the
Bankruptcy Court, contemplates that Vision will own 100% of the Company, and
will receive this ownership in settlement of the $650 note
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payable due to him plus accrued interest of $103. Mr. Smith currently owns
approximately 15% of the outstanding common stock of the Company.
Net revenue from the Company's repairs and spare parts business for the quarter
ended March 31, 2005 was $166 as compared to $179 for the quarter ended March
31, 2004. This revenue includes the sale of spare parts, repair of product
outside of the warranty period, and the sale of multi-year warranty contracts.
Historically, customer service revenue has been driven from the sales of the
Company's text terminal products.
The Company's engineering efforts have focused on cost reduction and reliability
improvements. These efforts have decreased the average failure rate of the
Company's text terminals and extended the average useful life of the text
terminal. These improvements have reduced the Company's ability to generate
revenue from spare parts sales and repair activities. In addition, a substantial
market has evolved around the sale of used equipment, as customers trade in text
terminals when they switch to alternative technologies, thereby reducing the
Company's opportunity to sell new equipment.
During the first quarter of 2005, Ingram Micro contributed 24% of total
revenues. Hewlett-Packard contributed 34% of the Company's revenue in the
quarter ended March 31, 2004.
Gross Margin - The Company recorded gross margin for the three months ended
March 31, 2005 of $416 (25.7% of revenue) compared to gross margin of $644
(29.5% of revenue) for the first quarter of 2004. The decrease in total gross
margin as a percentage of revenue is attributable to the reduction in the
Company's revenue without a corresponding reduction in the Company's
manufacturing overhead expenses, which expenses include fixed costs such as rent
for the manufacturing facility. Manufacturing overhead expenses in the first
quarter of 2005 were $259, or 16% of revenue, as compared to $263, or 12% of
revenue, for the first quarter of 2004.
Total Operating Expenses - For the quarter ended March 31, 2005, operating
expenses, excluding interest expense and reorganization expenses associated with
the Company's bankruptcy filing, decreased 41% to $302 (19% of revenue),
compared to expenses for the first quarter of 2004 of $513 (23% of revenue).
The decrease in total operating expenses is attributable to layoffs and other
expense control activities implemented by the Company in order to align its
expense structure with its revenue. These layoffs included the elimination of
senior management, including the Company's chief executive officer, and a
restructuring of the Company's sales group.
Loss on reimbursement of employee services - Beginning in the first quarter of
2004 the Company agreed to provide UCSI resources, primarily Company employees,
to allow UCSI to pursue programs critical to their continued development of the
thin client market. UCSI is wholly-owned by Mr. Oscar Smith. Mr. Smith is also
the majority owner of Vision Technologies, Inc., the entity which will own 100%
of the Company upon confirmation of the Company's plan of reorganization. A
monthly charge to UCSI was agreed to based upon the Company's estimate of the
percentage of time its employees would be devoted to UCSI projects. For the
quarter ending March 31, 2005, the Company charged UCSI $30 and incurred
expenses of $35, resulting in a loss on reimbursement of $5. For the first
quarter of 2004 the Company charged UCSI $75 and incurred estimated expenses of
$90, resulting in a loss on reimbursement of employee services of $15.
Other income - Other income for the quarter ended March 31, 2005 was $5 compared
to income of $49 for the period ended March 31, 2004. Other income recorded in
2004 includes $12 relating to return of premiums against the Company's workers'
compensation insurance due to a reduction in the Company's experience rating.
For the first quarter of 2004 the Company reversed bad debt reserves against its
receivables in an amount of approximately $24. No reserve or accrual was
recorded during the first quarter of 2005. The Company reviews its account
receivable balances monthly to assess its estimate of the collectability of such
accounts. The Company utilizes ratios based on its historical
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experience, as well as management's judgment, in its assessment.
Interest Expense - Interest expense for the quarter ended March 31, 2005 was $38
compared to $41 for the comparable period in 2004. In connection with the
bankruptcy filing, during the quarter ended March 31, 2003, the Company obtained
debtor-in-possession ("DIP") financing with Valtec Capital, LLC. At March 31,
2004, the balance owed Valtec was approximately $1,249, and carried an interest
rate of 8% per annum. In January 2005, the Company replaced the Valtec Capital
DIP financing with DIP financing provided by Entrepreneur Growth Capital, LLC
("EGC"). At March 31, 2005, the balance due EGC was $411, and carried an
interest rate of the prime rate plus 6%. In addition, in June 2003 the
Bankruptcy Court authorized the Company to secure $650 of junior secured DIP
financing from Vision. The Vision DIP financing carries interest at 8% per
annum.
Reorganization Expenses - During the first quarter of 2005 the Company recorded
reorganization expenses of $96, primarily for legal fees incurred in the
bankruptcy. For the quarter ended March 31, 2004, reorganization expenses were
$113, which amount included approximately $123 related to expenses associated
with the Company's relocating its manufacturing operations to Farmingdale, New
York. In addition, the Company recognized $23 from the sale of excess assets.
Income Tax Expense/Credit - For the first quarter of 2005 and 2004 the Company
did not record income tax expense or credit against the recorded results. The
Company recorded no income tax benefit for the quarter ended March 31, 2005,
based on the Company's estimate of its annual effective income tax rate to be
zero. For annual reporting purposes, the Company has provided a 100% valuation
allowance for its net deferred tax assets.
Net Income (Loss) - For the quarter ended March 31, 2005, the Company recorded a
net loss of $20, compared to net income of $11 for the quarter ended March 31,
2004.
LIQUIDITY AND CAPITAL RESOURCES
The matters described in "Liquidity and Capital Resources," to the extent that
they relate to future events or expectations, may be significantly affected by
the Chapter 11 process. Those proceedings involve, or may result in, various
restrictions on the Company's activities, limitations on financing, the need to
obtain Bankruptcy Court and Creditors' Committee approval for various matters
and uncertainty as to relationships with vendors, suppliers, customers and
others with whom we may conduct or seek to conduct business.
Generally, under the Bankruptcy Code, most of a debtor's liabilities must be
satisfied in full before the debtor's stockholders can receive any distribution
on account of such shares. The rights and claims of various creditors and
security holders will be determined by the confirmed plan of reorganization.
Further, it is also likely that pre-petition unsecured claims against the
Company will be substantially impaired in connection with the Company's
reorganization. At this time we can make no prediction concerning how each of
these claims will be valued in the bankruptcy proceedings. We believe that the
Company's presently outstanding equity securities will have no value and it is
expected that those securities will be canceled under any plan of reorganization
that we propose. For this reason, we urge that caution be exercised with respect
to existing and future claims or investments in any Boundless security.
The Company is highly leveraged. As of December 31, 2004, the Company had a
tangible net worth deficit of $14,905 and total liabilities of $17,915. As of
March 31, 2005, the Company had a tangible net worth deficit of $14,925 and
total liabilities of $17,677. The Company had a working capital deficit,
inclusive of liabilities and other items subject to compromise, of approximately
$14,311 as of March 31, 2005, compared to working capital deficit of $13,990 as
of December 31, 2004. Historically, the Company has relied on cash flow from
operations, bank borrowings and sales of its common stock to finance its working
capital, capital expenditures and acquisitions.
As of January 31, 2005, we entered into an agreement with our secured lender
Valtec Capital, LLC, as assignee of Valtec Capital Corporation, a Nevada
corporation (the "Prior Lender") to terminate our debtor-in-possession ("DIP")
financing and to release their liens on our personal property. At the same time,
we entered into another secured DIP
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financing agreement (the "EGC Agreement") with Entrepreneur Growth Capital, LLC
("EGC") pursuant to which EGC was granted a lien on all of our personal
property. As used herein, "we", "us" or "our" refers to Boundless Corporation
and its subsidiaries collectively, or each such entity individually, as may be
appropriate in accordance with the transaction documents filed as exhibits to
this report.
In general, the EGC Agreement permits us to borrow up to 80% of our eligible
accounts receivable. Under the EGC Agreement, the annual interest rate is 6%
above the prime rate announced by Citibank, N.A. and we are required to pay a
monthly service fee equal to three quarters of one percent (0.75%) of the face
value of invoices assigned to EGC for the preceding month. The EGC Agreement
requires us to pay minimum monthly interest of $7,500 even though our actual
borrowings may result in a lesser interest charge. We are responsible for
certain fees and fees for early termination of the facility. The maximum
availability under the EGC Agreement is $1,000,000 and the term is one year.
In return for termination of the prior DIP financing we also agreed to pay the
Prior Lenders a total of $100,000 for legal fees they incurred during our
bankruptcy period. This amount is payable to the Prior Lenders on the date that
our Plan of Reorganization becomes effective.
On the Effective Date, the Company shall issue, or cause to be issued for
Vision's benefit, and in its name, shares of Boundless Common Stock sufficient
to provide Vision with 100% of the Boundless Common Stock issued and
outstanding, or to be issued and outstanding, under the Plan (the "Vision
Shares"). Such issuance of the Vision Shares shall be deemed to be in full
satisfaction of the Vision Claim, which claim was $753, including accrued
interest, at March 31, 2005.
The Company's Plan of Reorganization contemplates an annual payment of cash to
holders of allowed unsecured claims (the "Claims"). The Company believes that
these Claims aggregate approximately $14,586 at December 31, 2005. Holders of
Claims shall receive their Pro Rata share of cash payments in an amount equal to
2% of annual revenues up to and including $7 million, on each of the first,
second and third anniversary dates of the Effective Date; and cash payments in
an amount equal to 4% of annual revenues exceeding $7 million, on each of the
first, second and third anniversary dates of the Effective Date.
Payments of Claims shall be escrowed on a monthly basis, and the Company must
forward monthly sales reports and confirmation of the escrow to Committee
Counsel. Each of the annual payments to be distributed to holders of the Claims
shall be: (i) not less than $150 on each of the first and second anniversary
dates; and (ii) not less than $200 on the third anniversary dates. The total
amount to be distributed to holders of the Claims shall be not less than $500
(the "Minimum Distribution").
If the Company merges with another entity or is acquired by another entity prior
to the payments of all amounts due and owing pursuant to the payment plan, the
remaining entity must assume the Company's obligations contained herein. Annual
revenues shall include only those revenues generated from sales of the Company's
product line existing prior to any merger or acquisition.
At March 31, 2005, the Company had accrued approximately $1,104 for legal
assistance throughout the bankruptcy period. As of December 31, 2005,
outstanding professional fees, inclusive of legal fees, are estimated to
approximate $1,430 as of the Effective Date. Upon application for payment
pursuant to Sections 330, 331 and 503(a) of the Bankruptcy Code and approval by
the Bankruptcy Court, any and all professional fees not paid on or before the
Effective Date shall be paid by the Company on such terms as the parties shall
agree. Interest shall accrue on any unpaid professional fees from the Effective
Date at a rate of eight (8%) percent per annum.
Since it is anticipated that professional fees shall not be paid in full on the
Effective Date, the Professionals (other than auditors) shall be granted a
security interest upon all of the Company's assets, junior to the security
interest thereon of EGC, but pari passu with the Vision security interest, if
any. When the Professionals shall have been
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paid in full, the security interest in their favor shall be cancelled and be of
no further force and effect.
The Company's liquidity is affected by many factors, some of which are based on
the normal ongoing operations of our businesses and some of which arise from
uncertainties related to global economies. In the event there is a decline in
the Company's sales and earnings and/or a decrease in availability under the
credit line, the Company's cash flow would be further adversely affected.
Accordingly, the Company may not have the necessary cash to fund all of its
obligations.
Net cash provided by operating activities during the three months ended March
31, 2005 was $169, principally related to net income before reorganization
expenses of $76, and reductions in cash on deposit with lenders of $241 and
trade accounts receivable of $115. Net cash provided by operating activities
during the first quarter of 2005 was reduced by increases in other assets,
principally cash collateral, of $94, increases in inventory of $70 and increases
in affiliate and other receivables of $29. In addition, accounts payable and
accrued expenses decreased by $73. Net cash provided by operating activities
during the three months ended March 31, 2004 was $335, principally related to
net income before reorganization expenses of $124, reductions in inventories of
$498, increases in accounts payable and accrued expenses of $185, reductions in
cash on deposit with lenders of $167, and non-cash expenses, principally
depreciation and amortization of $32. These amounts were offset by increases in
trade accounts receivable of $456, increases in affiliate receivables of $98,
decreases in deferred revenues of $42, and non-cash credits of $24.
For the first quarter of 2005, net cash used in reorganization activities was
$21 as compared to $109 in the first quarter of 2004. Net cash used in 2005
includes $75 for legal fees incurred during the bankruptcy period, $10 incurred
for facility relocation expenses and $6 of expenses associated with fees paid to
the U.S. Trustee administering the bankruptcy case. These expenses were offset
by increases in liabilities of $75. During the first quarter of 2004, the
Company incurred $123 of expenses associated with the relocation of the
Company's manufacturing facility, offset by cash proceeds of $23 from the
disposition of excess assets.
Net cash used in investing activities for the three months ended March 31, 2004,
consisted of equipment purchases of $14.
During the first quarters of 2005 and 2004, net cash used in financing
activities was $242 and $519, respectively, consisting of net payments to EGC
and Valtec under the respective DIP financing agreements.
FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE
This Form 10-Q contains various "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
represent the Company's expectations and beliefs concerning future events, based
on information available to us on the date of the filing of this Form 10-Q, and
are subject to various risks and uncertainties. We disclaim any intent or
obligation to update or revise any of the forward-looking statements, whether in
response to new information, unforeseen events or changed circumstances except
as required to comply with the disclosure requirements of the federal securities
laws.
Forward looking statements necessarily involve known and unknown risks,
uncertainties and other factors that may cause the actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievement expressed or
implied by such forward-looking statements. Readers are cautioned to review
carefully the discussion concerning these and other risks which can materially
affect the Company's business, operations, financial condition and future
prospects.
In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "intend," "expect," "anticipate,"
"assume", "hope", "plan," "believe," "seek," "estimate," "predict,"
"approximate," "potential," "continue", or the negative of such terms.
Statements including these words and variations of such
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words, and other similar expressions, are forward-looking statements. Although
the Company believes that the expectations reflected in the forward-looking
statements are reasonable based upon its knowledge of its business, the Company
cannot absolutely predict or guarantee its future results, levels of activity,
performance, or achievements. Moreover, neither the Company nor any other person
assumes responsibility for the accuracy and completeness of such statements.
The Company notes that a variety of factors could cause its actual results
and experience to differ materially from the anticipated results or other
expectations expressed in its forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development and
results of its business include, but are not limited to, the following: changes
in spending patterns; changes in overall economic conditions; the impact of
competition and pricing; the financial condition of the suppliers and
manufacturers from whom the Company sources its merchandise; changes in tax
laws; the Company's ability to hire, train and retain a consistent supply of
reliable and effective participants in its marketing operations; general
economic, business and social conditions in the United States; the costs of
complying with changes in applicable labor laws or requirements, including
without limitation with respect to health care; changes in the costs of interest
rates, insurance, shipping and postage, energy, fuel and other business
utilities; the risk of non-payment by, and/or insolvency or bankruptcy of,
customers and others owing indebtedness to the Company; actions that may be
taken by creditors with respect to the Company's obligations that are subject to
default proceedings; threats or acts of terrorism or war; and strikes, work
stoppages or slow downs by unions affecting businesses which have an impact on
the Company's ability to conduct its own business operations.
Forward-looking statements that the Company makes, or that are made by
others on its behalf with its knowledge and express permission, are based on
knowledge of the Company's business and the environment in which it operates,
but because of the factors listed above, actual results may differ from those in
the forward-looking statements. Consequently, these cautionary statements
qualify all of the forward looking statements made herein. The Company cannot
assure the reader that the results or developments anticipated by it will be
realized or, even if substantially realized, that those results or developments
will result in the expected consequences for it or affect it, its business or
operations in the way the Company expects. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates, or on any subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf, which are expressly
qualified in their entirety by these cautionary statements. The Company does not
undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date
hereof or thereof or to reflect the occurrence of unanticipated events, other
than as required to comply with the disclosure requirements of the federal
securities laws.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's exposure to market risk for changes in interest rates is related
primarily to the Company's revolving credit facility and long-term debt
obligations.
The Company places its investments with high credit quality issuers and, by
policy, is averse to principal loss and ensures the safety and preservation of
its invested funds by limiting default risk, market risk and reinvestment risk.
As of March 31, 2005 the Company's investments consisted of cash balances
maintained in its corporate account with the JPMorganChase Bank.
All sales arrangements with international customers are denominated in U.S.
dollars. These customers are permitted to elect payment of their next month's
orders in local currency based on an exchange rate provided one month in advance
from the Company. The Company does not use foreign currency forward exchange
contracts or purchased currency
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options to hedge local currency cash flows or for trading purposes. Foreign
currency transaction gains or losses have not been material to the Company's
results of operations.
Item 4. Controls and Procedures
An evaluation was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), of the effectiveness of the Company's
disclosure controls and procedures as of March 31, 2005. Based on that
evaluation, the Company's management, including the CEO and CFO, has concluded
that the Company's disclosure controls and procedures are effective. During the
period covered by this report, there was no change in the Company's internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Matters
In re: Boundless Corporation, et. al.
As discussed above, on the Petition Date, the Company, and its wholly and
majority owned subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The Chapter 11 Cases
are being jointly administered under the caption "In re Boundless Corporation,
et al., Case No. 03-81558-478." As debtors-in-possession, we are authorized
under Chapter 11 to continue to operate as an ongoing business, but may not
engage in transactions outside the ordinary course of business without the prior
approval of the Bankruptcy Court. As of the Petition Date, virtually all pending
litigation (including some of the actions described below) is stayed, and absent
further order of the Bankruptcy Court, no party, subject to certain exceptions,
may take any action, again subject to certain exceptions, to recover on
pre-petition claims against us. In addition, we may reject pre-petition
executory contracts and unexpired lease obligations, and parties affected by
these rejections may file claims with the Bankruptcy Court. At this time, it is
not possible to predict the outcome of the Chapter 11 process or its effect on
the Company's business.
An action was commenced by Kareem Mangaroo, employed by Boundless Technologies
between February 1994 and April 1999 as a material handler ("Plaintiff"), on
February 5, 2001, against Boundless Technologies, Boundless Corporation, and
four employees of the Company (Joseph Gardner, its CFO, Michelle Flaherty,
formerly manager of Human Resources, Thomas Iavarone, director of Logistics, and
Anthony San Martin, manager of Shipping), seeking damages for the unlawful
termination of Plaintiff's employment in violation of Plaintiff's rights under
Title VII of the Civil Rights Act of 1964, as amended; the Equal Protection
Clause and Due Process Clause, pursuant to the Civil Rights Act of 1886, as
amended, 42 U.S.C. ss. 1981; and for damages as a result of the conspiratory
actions of defendants to deprive Plaintiff of his equal protection and due
process rights pursuant to 42 U.S.C. ss. 1985 and for violation of
Plaintiff's rights under the Employee Retirement Income Security Act 29 U.S. C.
ss. 1001. Plaintiff further alleges claims under State law for breach of
contract. The verified complaint was filed in the United States District Court,
Eastern District of New York. Plaintiff seeks (i) compensatory damages of $1
million from each of Boundless Technologies and four employees of the company
(jointly and severally), (ii) punitive damages of $2 million from each of
Boundless Technologies, the Company, and four employees of the Company (jointly
and severally), (iii) $1 million against Boundless Technologies for breach of
contract, and (iv) the value of forfeited options, attorney's fees, costs of the
action and other relief as the court deems necessary.
On February 17, 2003, the defendants' motion for summary judgment was granted.
On March 21, 2003, Plaintiff served Notice of Appeal to the United States Court
of Appeals for the Second Circuit in opposition to the granting of defendants'
motion for summary judgment. On October 15, 2003, the United States Court of
Appeal for the Second Circuit granted the defendants' motion to Stay the appeal
in accordance with 11 U.S.C. Section 362, which Stay is still in effect. The
Company intends to vigorously defend this suit since it believes that it has
meritorious defenses to the action.
An action was commenced by Donald W. Lytle ("Plaintiff") on February 8, 2001,
against Boundless Technologies, Inc., GN Netcom, Inc., Portal Connect, Inc., and
Wholesale Audio Video, Inc. in the Iowa District Court, Johnson County; Law No.
LACV061503 alleging negligence and products defects resulting in injuries to
Plaintiff's hearing as a result of the use of one model of the Company's General
Display Terminals. Plaintiff was suing for unspecified damages. On January 17,
2003, Plaintiff filed a Dismissal with Prejudice dismissing Plaintiff's claims
against Boundless Technologies, Inc.
In November 2002, Comdial Corporation filed a demand for arbitration with the
American Arbitration Association against Boundless Manufacturing Services, Inc.
("Boundless").
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Among other things, Comdial contends that Boundless breached its contractual
obligations to Comdial by failing to meet Comdial's orders for the delivery of
products manufactured by Boundless. The Comdial demand seeks damages in excess
of $6.0 million. On February 6, 2003, Boundless responded to the demand by
denying substantially all of Comdial's claims and asserting counterclaims
totaling approximately $8.2 million, including approximately $0.8 million in
past due invoiced amounts. On March 13, 2003, Boundless announced that it has
filed for protection pursuant to Ch. 11 of the U.S. Bankruptcy Code, causing a
stay in the arbitration matter. It is not known at this time whether this filing
will have any long-term impact on the arbitration, or whether the arbitration
will eventually proceed. No amounts have been accrued in the Company's financial
statements for any losses. In May 2005 Comdial Corporation filed for protection
under Ch. 11 of the U.S. Bankruptcy Code. Since the Company's claims against
Comdial accrued prior to Comdial's filing for bankruptcy, any damages awarded to
the Company will constitute pre-petition claims against Comdial.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 31.1: Certification of Acting Chief Executive Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
Exhibit 31.2: Certification of Chief Financial Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
Exhibit 32: Certification of Acting Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
On February 2, 2005, we filed a current report on Form 8-K disclosing we entered
into a secured post-petition financing agreement with Entrepreneur Growth
Capital, LLC ("EGC") pursuant to which EGC was granted a lien on all of the
Company's personal property
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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.
Dated: March 6, 2006
Boundless Corporation
By: /s/Joseph Gardner
------------------------------------------
Joseph Gardner
Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
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