-----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, LKNDRx94VvVwydEQ6W75q1YfjveN8YW0SohBC59C536iC0Bye5hPkw/LrI4fllhg Y/6MzGhRdk+5hPvB6b+yYw== 0000724910-98-000017.txt : 19981118 0000724910-98-000017.hdr.sgml : 19981118 ACCESSION NUMBER: 0000724910-98-000017 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981116 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: SEC FILE NUMBER: 000-12196 FILM NUMBER: 98749816 BUSINESS ADDRESS: STREET 1: 13220 COUNTY ROAD 6 CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6125501999 MAIL ADDRESS: STREET 1: 15301 HIGHWAY 55 WEST CITY: PLYMOUTH STATE: MN ZIP: 55447 10QSB 1 UNITED STATES 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 quarterly period ended September 30, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number 0-12196 PREMIS CORPORATION (Exact name of small business issuer as specified in its charter) Minnesota 41-1424202 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 13220 County Road 6, Plymouth, Minnesota 55441 (Address of principal executive office) (612) 550-1999 (Issuer's telephone number) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] The number of shares outstanding of the Issuer's Common Stock, $.01 par value, was 4,733,552 as of September 30, 1998. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ] PART 1 - FINANCIAL INFORMATION: ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PREMIS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended September 30, September 30, ------------------ ---------------- 1998 1997 1998 1997 ---- ---- ---- ---- REVENUES: Systems $3,461 $1,266 $3,839 $2,849 Maintenance and other services 303 377 489 870 ----- ----- ----- ----- Total revenues 3,764 1,643 4,328 3,719 COST OF REVENUES: Systems 35 794 102 1,861 Support and other 84 166 262 330 ----- ----- ----- ----- Total cost of revenues 119 960 364 2,191 ----- ----- ----- ----- GROSS PROFIT 3,645 683 3,964 1,528 OPERATING EXPENSES: Selling, general and administrative 531 694 1,085 1,421 Research and development 432 448 1,112 833 ----- ----- ----- ----- Total operating expenses 963 1,142 2,197 2,254 ----- ----- ----- ----- Operating income(loss) 2,682 (459) 1,767 (726) Interest income, net 7 13 9 46 Other (expense) income (83) 4 (26) 29 ----- ----- ----- ----- NET INCOME (LOSS) BEFORE TAXES 2,606 (442) 1,750 (651) Income tax (benefit) expense - - (4) 2 ----- ----- ----- ----- NET INCOME (LOSS) $2,606 $ (442) $1,754 $ (653) ===== ===== ===== ===== Basic earnings (loss) per share $ .55 $ (.09) $ .37 $ (.14) Diluted earnings (loss) per share $ .52 $ (.09) $ .36 $ (.14) Shares used to compute: Basic earnings (loss) per share 4,734 4,712 4,732 4,714 Diluted earnings (loss) per share 5,027 4,712 4,878 4,714 PREMIS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) September 30, 1998 March 31, 1998 ------------------ -------------- (unaudited) (audited) ASSETS Current assets: Cash and cash equivalents $ 3,586 $ 1,360 Accounts receivable, net 414 610 Inventory 4 13 Prepaid expenses and other current assets 349 408 Refundable income taxes 140 149 --------- --------- Total current assets 4,493 2,540 --------- --------- Property and equipment, net 1,174 1,316 Note receivable 341 405 Software distribution rights, net 42 83 --------- --------- TOTAL ASSETS $ 6,050 $ 4,344 ========= ========= LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 403 $ 608 Unearned revenue 1,008 858 Current portion of notes payable 53 82 Current portion of capital lease obligation 67 63 --------- --------- Total current liabilities 1,531 1,611 --------- --------- Long-term liabilities: Capital lease obligation 758 793 Notes payable 52 78 --------- --------- Total long-term liabilities 810 871 --------- --------- Shareholders' equity: Common stock 47 47 Additional paid in capital 9,648 9,644 Accumulated deficit (6,079) (7,833) Cumulative translation adjustment 93 4 --------- --------- Total shareholders' equity 3,709 1,862 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 6,050 $ 4,344 ========= ========= PREMIS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended September 30, ------------------ 1998 1997 ------ ------ OPERATING ACTIVITIES Net income (loss) $1,754 $ (653) Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 159 166 Gain on sale of fixed assets (5) - Proceeds from note receivable 47 50 Changes in assets and liabilities: Current assets 289 1,358 Current liabilities (54) (222) ------ ------ Net cash provided by operating activities 2,190 699 ------ ------ INVESTING ACTIVITIES Proceeds from the sale of property and equipment 16 - Purchase of property and equipment (10) (99) ------ ------ Net cash provided by (used in) investing activities 6 (99) ------ ------ FINANCING ACTIVITIES Proceeds from the exercise of common stock options 4 2 Proceeds from note payable - 47 Repayment of bank line of credit - (116) Repurchase of common stock - (61) Capital lease obligations (30) (27) Repayment of debt (55) (101) ------ ------ Net cash (used in) financing activities (81) (256) ------ ------ Effect of exchange rate changes on cash 111 (4) ------ ------ Net increase in cash and cash equivalents 2,226 340 Cash and cash equivalents, beginning of fiscal year 1,360 2,433 ------ ------ Cash and cash equivalents, end of period $3,586 $2,773 ====== ====== PREMIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared by the Company without audit, with the exception of the balance sheet for March 31, 1998, which was derived from audited financial statements, and reflect all adjustments (consisting only of normal and recurring adjustments and accruals) which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The statements have been prepared in accordance with the regulations of the Securities and Exchange Commission, but omit certain information and footnote disclosures necessary to present the statements in accordance with generally accepted accounting principles. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Financial Statements and footnotes thereto included as an exhibit to the Company's Annual 10-KSB Report for the fiscal year ended March 31, 1998. 2. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 3. NET INCOME (LOSS) PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings Per Share", which was adopted on December 31, 1997. All earnings (loss) per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements. Shares used in the net income (loss) per share calculation are as follows: Three Months Ended Six Months Ended September 30, September 30, ------------------ ---------------- 1998 1997 1998 1997 ---- ---- ---- ---- Shares- Basic earnings (loss) per share 4,734 4,712 4,732 4,714 Dilutive common stock equivalents 293 -- 146 -- ----- ----- ----- ----- Shares- Dilutive earnings (loss) per share 5,027 4,712 4,878 4,714 ===== ===== ===== ===== Basic earnings (loss) per share is computed on the basis of the weighted average number of common shares outstanding. Diluted earnings (loss) per share does not include the effect of outstanding stock options and warrants in a loss period as they are anti-dilutive. 4. COMPREHENSIVE INCOME (LOSS) The Company adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130") effective April 1, 1998. SFAS No. 130 requires that items defined as other comprehensive income, such as foreign currency translation adjustments, be separately classified in the financial statements and that the accumulated balance of other comprehensive income be reported separately from retained earnings and additional paid-in capital in the equity section of the balance sheet. The components of comprehensive income for the three and six months ended September 30, 1998 and 1997 are as follows: Three Months Ended Six Months Ended September 30, September 30, ------------------ ---------------- 1998 1997 1998 1997 ---- ---- ---- ---- Comprehensive income (loss): Net income (loss) $2,606 $ (442) $1,754 $ (653) Other comprehensive income (loss): Foreign currency translation adjustments 88 1 89 (4) ------ ------ ------ ------ Comprehensive income (loss) $2,694 $ (441) $1,843 $ (657) ====== ====== ====== ====== 5. SEGMENT DISCLOSURES The Company adopted Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS No. 131") effective April 1, 1998. SFAS No. 131 requires public companies to report certain information about operating segments in their financial statements, and establishes related disclosures about products and services, geographic areas and major customers. SFAS No. 131 does not need to be applied to interim financial statements in the initial year of application; however, comparative information for interim periods in the initial year of application will be reported in the financial statements for interim periods in fiscal 2000. 6. SOFTWARE REVENUE RECOGNITION In November 1997, the Financial Accounting Standards Board issued Statement of Position ("SOP") 97-2 "Software Revenue Recognition" to replace SOP-91-1. The Company adopted SOP 97-2 in the first quarter of fiscal 1999 and it did not materially impact revenue recognition for this time period. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements The statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, except for the historical information contained herein, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by that statute. Such statements are subject to certain risks and uncertainties, some of which are discussed below. Other factors that could cause actual results to differ materially from those described in the forward- looking statements include: volatility in the demand and price for retail software systems; the risk of postponement of delivery dates and corresponding payment dates for system orders; the risk of order cancellations; the risk of delays in introducing new software products; and the market's acceptance of such products. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report, since such statements necessarily reflect the knowledge and belief of the Company which speak as to matters only as of the date hereof. The Company does not undertake, and shall have no obligation, to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Results of Operations REVENUE. The Company's revenues are divided into two categories: systems revenues and maintenance and other services revenues. Systems revenues are composed principally of software license, hardware, long-term system development contracts and U.S. Postal Service ("USPS") site installation revenues. Maintenance fees and other revenue are composed principally of system maintenance contracts. The Company records revenues from software licenses, hardware and site installations upon the completion of services and customer acceptance. Revenues under long-term system development contracts are recognized over the period the Company satisfies its obligation using the percentage-of-completion method of accounting. Progress on the contracts is measured by the percentage of cost incurred to date to the total estimated cost of each contract. Revenues derived from system maintenance contracts are deferred and recognized ratably over the contract period, which is typically twelve months. Total revenues increased by 129 percent to $3,764,000 for the second quarter of fiscal 1999, up from $1,643,000 in the same period of fiscal 1998. For the six months ended September 30, 1998, total revenues increased 16 percent to $4,328,000 from $3,719,000 in fiscal 1998. Systems revenues for the three month period ended September 30, 1998 included license fees of $3,250,000 under an agreement with NCR Corporation permitting NCR to employ PREMIS' commercial OpenStore technology in the U. S. Postal Service's POS ONE program. Maintenance and other services revenues declined 20 percent to $303,000 from $377,000. See Part 2, Item 6(b) herein for information on the Software License Agreement with NCR Corporation. The Company derives a substantial amount of its revenues from a small number of customers. Accordingly, the timing of product deliverables and amount of services performed for these customers may cause the Company's systems revenues to fluctuate widely. The Company expects continued volatility in systems revenues throughout the remainder of fiscal 1999. GROSS PROFIT. Gross profit increased to $3,645,000 in the second quarter of fiscal 1999 up from $683,000 in the same period of fiscal 1998. Gross profit as a percentage of revenue increased to 97 percent in the second quarter of fiscal 1999 from 42 percent in the second quarter of fiscal 1998. Gross profit increased to $3,964,000 in the six month period ended September 30, 1998, up from $1,528,000 in the same period of fiscal 1998. As a percentage of revenue, gross profit was 92 percent and 41 percent for the six months ended September 30, 1998 and September 30, 1997, respectively. The increase in the margin in absolute dollars and as a percentage of revenue is primarily attributable to the recognition of the $3,250,000 license fee related to the Software License Agreement with NCR Corporation. The Company expects gross profit to fluctuate widely based on the level and composition of revenues. SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expenses decreased by 23 percent to $531,000 in the second quarter of fiscal 1999 down from $694,000 in the same period of fiscal 1998. Selling, general and administrative expenses decreased by 24% for the six month period ended September 30, 1998 to $1,085,000, down from $1,421,000 in the same period of fiscal 1998. The decline is primarily attributed to a reduction in administrative personnel and related costs. The Company expects to continue to invest in infrastructure, sales and marketing activities of its products, development of market opportunities, and promotion of PREMIS Corporation's competitive position. The Company expects to modestly increase its selling and marketing related expenditures in the second half of fiscal 1999 while continuing to reduce other general and administrative expenses, including the cost of facilities. Overall, SG&A expenses are expected to continue at or slightly below current levels for the remainder of fiscal 1999. RESEARCH AND DEVELOPMENT. Research and development expense for the second quarter and six month periods ended September 30, 1998 was $432,000 and $1,112,000, respectively. This compares to $448,000 and $833,000 for the three and six month periods ended September 30, 1997. The increase in research and development expenditures for the six month period are related to the continued development and enhancement of PREMIS OpenEnterprise suite of products which include PREMIS OpenStore, PREMIS OpenOffice and PREMIS OpenNet. Research and development expenditures for the remainder of fiscal 1999 are expected to continue at approximately the same levels incurred for the second quarter of fiscal 1999. INTEREST AND OTHER INCOME. The difference in interest income between periods reflects interest earned on investments, as well as interest earned on the 5-year 12% note receivable in the original amount of $651,000 related to the licensing in fiscal 1997 of ADVANTAGE, the Company's Food Brokerage Technology. Such note is due and payable in monthly installments of $14,481. The interest income is off-set by interest expense on various debt instruments, including the Company's building capital lease obligation. Other expense for the three and six month periods ended September 30, 1998 was primarily due to foreign currency losses resulting from the Canadian subsidiary's investments held in US dollar accounts. These foreign exchange losses were partially off-set by foreign currency gains on US dollar receivables held by the Canadian subsidiary. Other income for the six month period ended September 30, 1997 was primarily generated from a sub-leasing arrangement for a portion of the Company's U.S. office facility. The sub-leasing arrangement expired on June 30, 1997. INCOME TAX EXPENSE. Although the Company had net income of $2,606,000 for the second quarter of fiscal 1999, no income tax expense was recorded, since the Company believes its net operating loss carryforwards and Canadian research and development tax credits are adequate to offset current period earnings. Income tax (benefit) expense was ($4,000) and $2,000 for the six month periods ended September 30, 1998 and 1997, respectively. The Company has not previously recorded any deferred tax asset and related income tax benefit associated with its accumulated net operating losses or research and development credits. The determination not to record such deferred tax asset in prior periods was based on management's belief that it was not more likely than not that such deferred tax asset would be realized in future periods. The Company had no deferred tax asset or liability recorded as of September 30, 1998. Liquidity and Capital Resources The Company's cash and cash equivalents increased by $2,226,000 from March 31, 1998 to September 30, 1998. The increase resulted from the receipt of a license payment of $3,250,000 under a software license agreement dated August 3, 1998 with NCR Corporation received during the second quarter of fiscal 1999. As of September 30, 1998, the Company had working capital of $2,962,000 compared to working capital of $164,000 and $929,000 at June 30, 1998 and March 31, 1998, respectively. Capital expenditures for property and equipment in the first six months of fiscal 1999 were $10,000. These expenditures primarily consisted of computers and related equipment. The Company expects to invest another $125,000 throughout the remainder of fiscal 1999, mainly for computer equipment and upgrades and facilities. Under the software license agreement with NCR Corporation a one-time software license fee will be paid to the Company by NCR in two installments of $3,250,000. The first license fee installment was received during the second quarter of fiscal 1999. The second installment is payable no later than June 1, 1999, but only if NCR receives an order for Phase II application software as part of the POS ONE program, which includes PREMIS OpenStore. The $6,500,000 one-time license fee exceeds the amount anticipated under the former sub-contract for the POS ONE program. The former sub-contract called for a payment of approximately $2.2 million upon the USPS's final acceptance of the application software for Phase I. At its current level of operations, the Company believes that its existing cash and cash equivalents are sufficient to meet the Company's current working capital and capital expenditure requirements through at least the next 12 months. Year 2000 Compliance Background. Some computers, software, and other equipment include programming code in which calendar year data is abbreviated to only two digits. As a result of this design decision, some of these systems could fail to operate or fail to produce correct results if "00" is interpreted to mean 1900, rather than 2000. These problems are widely expected to increase in frequency and severity as the year 2000 approaches and are commonly referred to as the "Millenium Bug" or "Year 2000 Problem". Assessment. The Year 2000 Problem could affect computers, software, and other equipment used, operated, or maintained by the Company as well as software developed and sold by the Company. Accordingly, the Company is reviewing its internal computer programs and systems and its products to ensure that the programs and systems will be Year 2000 compliant. As more fully described below, the Company presently believes that its internal computer systems and its products are or will be Year 2000 compliant in a timely manner. However, while the estimated cost of these efforts are not expected to be material to the Company's financial position or any year's results of operations, there can be no assurance to this effect. Software Sold to Customers. The Company believes it has substantially identified and resolved all potential Year 2000 Problems with any of the software products which it currently develops and markets. Currently, the Company only develops and markets software products which were originally developed as Year 2000 compliant. However, management also believes that it is not possible to determine with complete certainty that all Year 2000 Problems affecting the Company's software products have been identified or corrected due to complexity of these products and the fact that these products interact with other third party vendor products and operate on computer systems which are not under the Company's control. The Company has previously installed custom software point of sale solutions for retail customers which are not Year 2000 compliant. The Company has or continues to be in discussions with customers regarding options to modify these previously installed systems to comply with Year 2000 requirements. However, the Company does not believe it has any contractual obligation to provide such services to customers of previously installed systems. Any Year 2000 work performed by the Company in connection with previously installed systems is separately contracted for by the customer. To date these customers have decided to either purchase the source code or contract with the Company directly to perform work related to Year 2000 issues. The Company does not consider the Year 2000 obligation with respect to these previously installed systems to be material to its business operations. Internal Infrastructure. The Company believes that it has reviewed and assessed all of the major computers, software applications, and related equipment used in connection with its internal operations that would potentially require modification, upgrade, or replacement to minimize the possibility of a material disruption to its business. The Company's internal review of such systems did not identify any material Year 2000 problems. Systems Other than Information Technology Systems. In addition to computers and related systems, the operations of office and facilities equipment such as fax machines, photocopiers, telephone switches, security systems, and other common devices may be affected by the Year 2000 Problem. The Company is currently assessing the potential effect of, and costs of mitigating, the Year 2000 Problem on its office and facilities equipment. The Company estimates the total cost to the Company of completing any required modifications, upgrades, or replacements of these internal systems will not have a material adverse effect on the Company's business or results of operations. The Company does not have a comprehensive contingency plan with respect to the Year 2000 Problem, but intends to establish such a plan during calendar 1999 as part of its on-going Year 2000 compliance effort. Based on the activities described above, the Company does not believe that the Year 2000 Problem will have a material adverse effect on the Company's business or results of operations. Disclaimer. The discussion of the Company's efforts, and management's expectations, relating to Year 2000 compliance are forward-looking statements. The Company's ability to achieve Year 2000 compliance and the level of incremental costs associated therewith, could be adversely impacted by, among other things, the availability and cost of programming and testing resources, vendors' ability to modify proprietary software, and unanticipated problems identified in ongoing internal compliance reviews. PART 2 - OTHER INFORMATION: ITEM 1. LEGAL PROCEEDINGS In September 1997, the Company commenced legal proceedings against Edward W. Anderson and Robert E. Ferguson, the former owners of REF Retail Systems Corp. ("REF") which the Company acquired on October 1, 1996, seeking damages in an unspecified amount related to alleged breaches of the agreement for the purchase of REF, and related matters. Additionally, the Anderson claim sought to annul and declare void an employment agreement with Mr. Anderson dated October 1, 1996. Mr. Anderson ceased to be employed by the Company as president and chief executive officer of PREMIS Systems Canada Incorporated (formerly, REF) effective July 15, 1997. Mr. Ferguson resigned as an officer, director and employee of REF on October 1, 1996 in connection with the Company's acquisition of REF. The legal proceeding against Mr. Anderson was filed in the United States District Court, District of Minnesota, Fourth Division on September 16, 1997 (Case No. 97-2087 MJD/AJB). The legal proceeding against Mr. Ferguson was filed in the Ontario Court of Justice, General Division on September 22, 1997 (Case No. 97-CV-132581). The Anderson proceeding was settled on June 3, 1998. The settlement arrangement canceled Mr. Anderson's 650,000 common stock options along with all other rights afforded to Mr. Anderson under his employment agreement. Pursuant to the terms of the settlement agreement, the Company paid Mr. Anderson $50,000 during the second quarter of fiscal 1999 in full and complete settlement and released Mr. Anderson of any past and future obligations. The Ferguson suit has not been settled as of November 13, 1998. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULT UPON SENIOR SECURITIES Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The following matters were approved at the Company's Annual Meeting of Stockholders held on August 5, 1998. (a). The election of all five director nominees named in the Company's proxy statement. Director For Abstain - ------------------- --------- ------- F. T. Biermeier 4,271,844 81,140 Mary Ann Calhoun 4,271,844 81,140 Gerald F. Schmidt 4,271,844 81,140 S. Albert D. Hanser 4,271,844 81,140 Terrence W. Glarner 4,271,844 81,140 (b). The stockholders also approved the following proposal: Independent Accountant For Against Abstain - ----------------------------------------- ------ ------- ------- Ratification of PricewaterhouseCoopers LLP, as independent auditors for the Company 4,324,584 27,100 1,300 For further information respecting all such matters, reference is made to the Company's proxy statement dated July 9, 1998. ITEM 5. OTHER INFORMATION The Nasdaq Stock Market, Inc. delisted the Company's common stock from trading on the Nasdaq Stock Market, effective the close of business on Friday, July 17, 1998, for failure to satisfy the revised listing maintenance standards adopted by The Nasdaq Stock Market, Inc. The revised listing maintenance standards became effective February 23, 1998. The Company's common stock currently trades on the Over-the-Counter Bulletin Board System under the symbol PMIS. ITEM 6. EXHIBITS AND REPORTS ON FORM 8K (A) EXHIBITS None. (B) REPORTS ON FORM 8-K The Company filed a report on Form 8-K dated August 13, 1998 related to a Software License Agreement with NCR Corporation. SIGNATURES 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. Dated: November 13, 1998 PREMIS CORPORATION (Registrant) /S/ F. T. Biermeier F. T. Biermeier Chairman and Chief Executive Officer /S/ Richard R. Peterson Richard R. Peterson Chief Financial Officer (Principal Financial and Accounting Officer) EX-27 2 ART. 5 FDS FOR 2ND QUARTER 10-QSB WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1,000 3-MOS MAR-31-1999 SEP-30-1998 3586 0 514 100 4 4493 1822 648 6050 1531 0 47 0 0 3662 6050 3764 3764 119 119 963 0 28 2606 0 2606 0 0 0 2606 .55 .52
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