-----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, HKzqmHBLn2w/EBtOlJFvhbWuF6C8zAWZeS/0rqH9PrMX7VRy+/Qgh0qlQ1+tYG42 oYwzylJUMkmiGcYSqK1pRw== 0000724910-96-000016.txt : 19960813 0000724910-96-000016.hdr.sgml : 19960813 ACCESSION NUMBER: 0000724910-96-000016 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 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: 96607925 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 first quarter ended June 30, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period form to Commission File Number 0-12196 PREMIS CORPORATION (Exact name of registrant as specified in its charter) Minnesota 411424202 (State of Incorporation) (I.R.S. Employer Identification Number) 15301 Highway 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 June 30, 1996: Common Stock, Par Value: $.01 Shares: $2,701,527 Transitional small business disclosure format (check one). Yes No X PART I - FINANCIAL INFORMATION CONDENSED STATEMENTS OF OPERATIONS (unaudited) For the 3 months Ended June 30, Revenue: 1996 1995 Systems Sales $ 1,584,186 $ 982,449 Maintenance Fees and Other Income 329,993 207,305 Total Revenue $ 1,914,179 $ 1,189,754 Cost of Sales: Systems 749,375 502,465 Royalty Expense 76,891 47,979 Support Other 141,473 91,216 Total Cost of Sales $ 967,739 $ 641,660 Gross Profit $ 946,440 $ 548,094 Selling, General Administrative Expenses 401,743 308,114 Net Income (Before Taxes) $ 544,697 $ 239,980 Income Tax Expense $ 212,461 $ 95,992 Net Income $ 332,236 $ 143,988 Net Income (Loss) per Share $ .11 $ .05 Weighted Average Shares Outstanding 2,979,683 2,912,661 PART I - FINANCIAL INFORMATION PREMIS CORPORATION BALANCE SHEET June. 30, March 31, 1996 1996 ASSETS (Unaudited) Current Assets: Cash $ 368,366 $ 968,083 Accounts Receivable (Net of Allowance for Doubtful Accounts) 2,077,471 1,204,874 Inventory 217,794 282,720 Deferred Taxes 33,000 33,000 Prepaid Expenses 130,636 11,537 Total Current Assets $ 2,827,267 $ 2,500,214 Other Assets: Furniture and Equipment 225,437 225,437 Leased Equipment 31,773 31,773 Less Accumulated Depreciation and Amortization (179,460) Capitalized Building Lease 950,000 (173,685) Software distribution rights net of accumulated depreciation and amortization of $121,050 and $88,159 respectively. 236,421 249,301 Total Other Assets 1,264,171 332,826 TOTAL ASSETS $ 4,091,438 $ 2,833,040 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Trade Accounts Payable $ 361,853 $ 137,964 Other Accrued Liabilities 172,069 228,524 Accrued income tax 131,211 510,000 Unearned Income 139,098 187,211 Capital Lease Obligations - Current Portion 226,115 Customer Deposits 94,603 41,861 Notes Payable 78,255 102,928 Total Current Liabilities $ 1,203,204 $ 1,208,488 Long-Term Liabilities: Notes Payable 112,097 112,097 Capitalized Lease Obligations - Long Term 723,885 Total Long-Term Liabilities $ 835,982 $ 112,097 TOTAL LIABILITIES $ 2,039,186 $ 1,320,585 Stockholders' Equity: Common stock, 5,000,000 shares authorized 2,701,527 and 2,609,444 outstanding, respectively, $.01 par value 27,015 26,094 Additional paid-in capital 937,821 731,181 Retained Earnings 1,087,416 755,180 Total Stockholders' Equity $ 2,052,252 $ 1,512,455 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,091,438 $ 2,833,040 PART I - FINANCIAL INFORMATION PREMIS CORPORATION Statements of Cash Flows For the Three Months Ended June 30, 1996 1995 (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net Income $ 332,236 $ 143,988 Adjustments to reconcile net income to net cash provided (used) by operation activities: Depreciation and amortization 26,655 24,748 Changes in assets and liabilities: Current Assets (845,520) (24,099) Current Liabilities (206,726) (7,960) Net Cash Provided (Used) by Operating Activities $ (693,355) $ 136,677 Cash Flows From Investing Activities: Purchase of property and equipment (8,000) (28,505) Net Cash (Used) by Investing Activities $ (8,000) $ (28,505) Cash Flows From Financing Activities: Repayment of Debt $ (24,673) (18,958) Exercised stock options 126,311 0 Net Cash Provided (Used) by Financing Activities $ 101,638 $ (18,958) Net Increase (Decrease) in Cash $ (599,717) $ 89,214 Cash at Beginning of Year $ 968,083 $ 426,959 Cash at End of Period $ 368,366 $ 516,173 PREMIS CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS June 30, 1996 Note 1: Basis of Presentation The accompanying condensed balance sheet as of June 30, 1996, and the condensed income statements and statements of changes in financial position for the three-month period ended June 30, 1996, 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, 1996 as included in its 10K filing on June 29, 1996. The balance sheet as of March 31, 1996 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), NCR Corporation 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 ADVANTAGE, RETAIN, and IRIS Systems. The ADVANTAGE 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 ADVANTAGE 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 RETAIN 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 RETAIN System includes an optional handheld data entry unit which is used to record product price, distribution, and related information at a retail store. The RETAIN System may also be purchased as an option to the ADVANTAGE System. The PREMIS IRIS 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 reduced in December when retailers experience their busiest time of the year. Note 3: Building Lease On June 28, 1996 the Company entered into a long term lease for its executive offices with a limited liability partnership controlled by two of its officers. The new lease provides approximately 21,956 square feet of space at a minumum monthly rental of $13,477. The lease has a term of ten years and has been entered as a capitalized building lease on the balance sheet. PREMIS CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operation The fiscal year ending March 31, 1996, was a successful year for the Company with net income of $827,632 compared to net income of $474,687 for the prior year. The Company has followed that year with continued growth in the first quarter of fiscal 1997. The new products for both the Advantage and IRIS product lines, introduced in fiscal 1993, 1994 and 1995 are showing continued growth. Installations of the IRIS product in the United States Postal Service concept Postal Store have also continued to grow during this quarter. On July 10, 1996 the Company announced it had entered into an agreement to purchase the shares of REF Retail Systems Corporation of Toronto, Canada. REF is a supplier of systems for multi-store retail chains. The Company announce REF's systems are complementary to those offered by PREMIS Corporation and the acquisition will expand the markets for both companies. Three Months ending June 30, 1996, Compared to Three Months Ending June 30, 1995 For the three months ending June 30, 1996 sales were 61% greater than the comparable period ending June 30, 1995, at $1,914,179 versus $1,189,754. Gross margin dollars were up 73%, at $946,440 versus $548,094. Selling general and admistrative expense has risen by only 30% from the comparable period in fiscal 1996, to $401,743 versus $308,114, reflecting improved productivity in spite of the cost increases required to support a higher level of sales. Pretax income was up 128%, at 544,697 versus 239,980. Net income was up 132% at $332,236 versus $143,988. 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. 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 On July 17, 1996 the Company announced it intends to register for a secondary offering of its common stock, the proceeds of which will be used for working capital and to the acquire the outstanding shares of REF Retail Corporation. 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 June 30, 1996. 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 August 9, 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 August 9, 1996 Mary Ann Calhoun Date Vice President, Secretary /s/ Gerald F. Schmidt August 9, 1996 Gerald F. Schmidt Date Director EX-27 2 ART. 5 FDS FOR 1ST QUARTER 10-QSB WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1,000 3-MOS MAR-31-1997 JUN-30-1996 168 200 2295 54 218 2827 1443 179 4091 1203 836 27 0 0 2052 4091 1914 1914 968 968 402 0 0 544 212 332 0 0 0 332 .11
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