-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MicO1HZ/3RWVnbceSmI1wvsISv/ahzC9UDYv0cr8b+PFi6E+MfoCy19gwUENlgXc V8K2Ih4O2cXOINzi+VQsag== 0000724910-96-000002.txt : 19960131 0000724910-96-000002.hdr.sgml : 19960131 ACCESSION NUMBER: 0000724910-96-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960130 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIS CORP CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-12196 FILM NUMBER: 96508670 BUSINESS ADDRESS: STREET 1: 15301 HIGHWAY 55 WEST CITY: PLYMOUTH STATE: MN ZIP: 55447 BUSINESS PHONE: 6125501999 MAIL ADDRESS: STREET 1: 15301 HIGHWAY 55 WEST CITY: PLYMOUTH STATE: MN ZIP: 55447 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-QSB (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the third quarter ended December 31, 1995 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 2-85498-C PREMIS CORPORATION (Exact name of registrant as specified in its charter) Minnesota 411424202 (State of Incorporation) (I.R.S. Employer Identification Number) 15301 Hwy. 55 West Plymouth, MN. 55447 (Address of Principal Executive Offices) (612) 550-1999 (Issuer's Telephone Number) 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Number of shares outstanding at December 31, 1995: Common Stock, Par Value: $.01 Shares: $2,590,694 Transitional small business disclosure format (check one). Yes X No ____ PART I - FINANCIAL INFORMATION CONDENSED STATEMENTS OF OPERATIONS (unaudited) (unaudited) Three months Six months Ended December 31, Ended December 31, Revenue: 1995 1994 1995 1994 Systems Sales $1,465,753 $514,969 $3,577,228 $1,641,586 Maintenance Fees & Other Income 239,849 141,087 668,553 396,122 Total Revenue $1,705,602 $656,056 $4,245,781 $2,037,708 Cost of Sales: Systems $ 742,592 $173,700 $1,758,626 $ 674,267 Royalty Expense 82,799 43,205 204,833 110,345 Other 37,164 9,295 107,296 59,991 Total Cost of Sales $ 862,555 $ 226,200 $2,070,755 $ 844,603 Gross Profit $ 843,047 $ 429,856 $2,175,026 $1,193,105 Selling, General Administrative Expenses $ 451,687 $ 313,659 $1,179,112 $ 866,351 Net Income (Before Taxes) $ 391,360 $ 116,197 $ 601,688 $ 326,754 Income Tax Expense $ 155,226 $ 0 $ 394,226 $ 0 Net Income $ 236,134 $ 116,197 $ 601,688 $ 326,754 Net Income per Share $ .08 $ .05 $ .20 $ .13 Weighted Average Shares Outstanding 2,993,582 2,590,694 2,966,608 2,590,694 PART I - FINANCIAL INFORMATION PREMIS CORPORATION BALANCE SHEET December 31, March 31, 1995 1995 ASSETS (Unaudited) Current Assets: Cash $ 660,295 $ 426,959 Accounts Receivable (Net of Allowance for Doubtful Accounts) 1,065,691 541,240 Inventory 392,381 165,555 Deferred Taxes 0 50,000 Prepaid Expenses 10,637 1,200 Total Current Assets $2,129,004 $1,184,954 Other Assets: Furniture and Equipment 210,252 189,611 Leased Equipment 39,297 19,753 Less Accumulated Depreciation and Amortization (167,570) (160,613) Software distribution rights net of accumulated depreciation and amortization of $137,495 and $88,159 respectively. 269,913 325,916 Total Other Assets 351,892 374,667 TOTAL ASSETS $2,480,896 $1,559,621 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Trade Accounts Payable 235,942 177,339 Accrued Rent 0 2,249 Deferred income tax liability 14,000 0 Accrued income tax 327,500 0 Other Accrued Liabilities 170,073 139,507 Unearned Income 112,121 170,529 Capital Lease Obligations - Current Portion 684 3,272 Customer Deposits 97,352 58,010 Notes Payable 13,442 100,621 Total Current Liabilities $ 971,114 $ 651,527 Long-Term Liabilities: Notes Payable 226,084 226,084 Total Long-Term Liabilities $ 226,084 $ 226,084 Stockholders' Equity: Common stock, 5,000,000 shares authorized 2,590,694 and 2,590,694 outstanding, respectively, $.01 par value 25,907 25,907 Additional paid-in capital 728,555 728,555 Retained Earnings 529,236 (72,452) Total Stockholders' Equity $1,283,698 $ 682,010 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,480,896 $1,559,621 PART I - FINANCIAL INFORMATION PREMIS CORPORATION Statement of Change in Financial Position For the Six Months Ended December 31, 1995 1994 (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net Income $601,688 $326,754 Adjustments to reconcile net income to net cash provided (used) by operation activities: Depreciation and amortization 6,957 9,926 Changes in assets and liabilities: Current Assets (654,711) (368,231) Current Liabilities 319,586 122,999 Net Cash Provided (Used) by Operating Activities $273,520 $ 91,448 Cash Flows From Investing Activities: Purchase of property and equipment 40,184 (2,153) Net Cash (Used) by Investing Activities $ 40,184 $ (2,153) Cash Flows From Financing Activities: Acquisition of Debt $ 0 $ 47,222 Retirement of Capital Lease Obligations 0 (2,441) Net Cash Provided (Used) by Financing Activities $ 0 $ 44,791 Net Increase (Decrease) in Cash $233,336 $138,382 Cash at Beginning of Year $426,959 $119,137 Cash at End of Period $660,295 $257,539 PREMIS CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS December 31, 1995 Note 1: Basis of Presentation The accompanying condensed balance sheet as of December 31, 1995, and the condensed income statements and statements of changes in financial position for the three-month period ended December 31, 1995, are presented without audit. In the opinion of the management, all normally recurring adjustments necessary for a fair presentation of the financial statements in conformity with generally accepted accounting principles have been made. Certain footnote disclosures and other information normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's audited financial statements as of March 31, 1995 as included in its 10K filing on June 29,1995. The balance sheet as of March 31, 1995 has been taken from the audited financial statements as of that date. Note 2: Business (a)General development of business: PREMIS Corporation was incorporated as a Minnesota Corporation in April 1982 to design, develop, market and support integrated turnkey computer systems for business use that are based on the Company's proprietary applications software. The Company's systems are designed for use by food brokers, food processors and manufacturers, and multi store retail chains (b)Financial information by industry segment: Net sales, operating income and identifiable assets of the Registrant's integrated turnkey systems business constitute 100% of the Company's Operations and therefore segment information is not applicable. (c)Narrative description of business: Since inception in April of 1982 until March 31, 1994, more than 95% of the registrant's sales were to food brokers, and food distributors in the United States. In April 1994 The Company purchased the rights to market the IRIS Multi-Store retail management system. Sales since April 1994 have been a combination of these two product lines. The Company's Systems consist of standardized and optional applications software developed by the Company and computer hardware. The Computer Hardware is manufactured by International Business Machines Corporation (IBM), AT&T Information System's NCR division and other companies supplying compatible hardware. In some instances the Company sells the customer only the software elements of the systems. When supplied, the Company purchases the hardware elements from manufacturers and distributors at prices that allow the Company to profit from the sale. The Company's main products are its ADVANTAGEtm, RETAINtm, and IRIStm Systems. The ADVANTAGEtm Computerized Brokerage System is designed to assist food brokers with the day to day management of their business. It controls orders and commissions and reports on sales performance according to salesperson, product line, and customer. The ADVANTAGEtm System also has Electronic Data Interchange communications capability to provide computer-to-computer transmission of sales orders, invoices, pricing and other information with manufacturers and distributors. The RETAINtm Retail Analysis and Inventory Notation System, which includes both hardware and software elements, is designed to assist food brokers, manufacturers' representatives and manufacturers in obtaining and analyzing highly valued information concerning the retail distribution of their products. The RETAINtm System includes an optional handheld data entry unit which is used to record product price, distribution, and related information at a retail store. The RETAINtm System may also be purchased as an option to the ADVANTAGEtm System. The PREMIS IRIStm System was introduced in the year 1987. This software system is designed to assist multi-store retail merchants with their point of sale and inventory management activities. The system modules are fully integrated and include inventory, purchasing, sales analysis and point of sale and others. A system usually consists of point of sale hardware and software which resides in the retail stores and a host system which resides at the chain headquarters. The Registrant's business is not seasonal, however, installations of the IRIS system are traditionally reduced in December when retailers experience their busiest time of the year. PREMIS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operation The fiscal year ending March 31, 1995, was a successful year for the Company with a net profit of $474,687 compared to a net profit of $148,931 for the prior year. The Company has followed that year with continued growth in the first nine months of fiscal 1996. The new products for both the Advantage and IRIS product lines, introduced in fiscal 1993, 1994 and 1995 are showing substantial growth. Installations of the IRIS product in the United States Postal Service concept Postal Store have continued to grow during this quarter. Several installations of a new concept store called "Postal Express" were made in supermarkets in New Mexico and Nevada during the quarter. Three Months ending December 31, 1995, Compared to Three Months Ending December 31, 1994 For the three months ending December 31, 1995 sales were 184% greater than the comparable period of 1994, at $1,465,753 verses $514,969. Gross margins on sales were up 97%, at $843,047 verses $429,856. Selling general and admistrative expense has risen by 44% from the comparable period in fiscal 1995, to $451,687 versus $313,659, reflecting improved productivity in addition to the cost increases required to support a higher level of sales. Pretax income was up 237%, at 391,360 verses 116,197. Net income was up 103% at $391,360 verses $116,197 as the company became fully taxable after exhausting its tax loss carryforward in fiscal 1995. The improvements for the quarter represent growth in all products offered in the marketplace, with particularly strong growth in products sold to the United States Postal Service. The quarters installations for the Postal Service were stronger than expected because of large number of installs in Atlanta in preparation for the 1996 Olympics. Six Months ending December 31, 1995, Compared to Six Months Ending December 31, 1994 For the six months ending December 31, 1995, sales were 218% greater than the comparable period for 1994, at $3,577,228 verses $1,641,586. Gross margins on sales were up 82%, at $2,175,026 verses $1,193,105 for the same period in fiscal 1995. Selling and general adminstrative expenses was up 36% reflecting improved productivity per employee in addition to cost increases required to support a higher level of sales. The six month period provided a net income of $601,688 verses $326,754 in fiscal 1995, as the company became fully taxable after exhausting its tax loss carryforward in fiscal 1995. We expect to see continual improvements in sales and earnings for the remainder of fiscal year ending March 31, 1996 verses fiscal 1995. Directors and Executive Officers of the Registrant The executive officers are elected annually by the Board of Directors. There are no arrangements or understandings among the officers and any other person pursuant to which he/she was selected as an officer. Liquidity and Capital Resources The Company feels proceeds from sales and current resources will provide adequate liquidity and capital to execute its business plan. Income Tax Effective April 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) The Company did not file any reports on Form 8-K during the three-month period ended December 31, 1995. Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PREMIS CORPORATION January 31, 1996 By: /s/ F. T. Biermeier Date F. T. Biermeier Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. DIRECTORS /s/ Mary Ann Calhoun January 31, 1996 Mary Ann Calhoun Date Vice President, Secretary EX-27 2 ART. 5 FDS FOR 3RDQUARTER 10-QSB
5 1,000 3-MOS MAR-31-1996 DEC-31-1995 15 645 1159 82 392 2129 519 168 2480 971 226 0 0 0 1283 2480 1706 1706 863 863 452 0 0 391 155 236 0 0 0 236 .09 .08
-----END PRIVACY-ENHANCED MESSAGE-----