ELECTRONIC PROCESSING INC
10QSB, 1998-05-15
COMPUTER PROGRAMMING SERVICES
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<PAGE>
                                          
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D. C. 20549
                                          
                                    FORM 10-QSB
                                          
                     QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                                          
                        FOR THE QUARTER ENDED MARCH 31, 1998
                                          
                           COMMISSION FILE NUMBER 0-22081
               __________________________________________________
                                          
                                          
                                          
                            ELECTRONIC PROCESSING, INC.
                                          
                                          
                                          
                MISSOURI                           48-1056429
     (State or Other Jurisdiction of    (IRS Employer Identification Number)
     Incorporation or Organization)                

                 501 KANSAS AVENUE, KANSAS CITY, KANSAS 66105-1300
                      (Address of Principal Executive Office)
                                          
                                    913-321-6392
                            (Issuer's Telephone Number)
                                          
                                          
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 registrants common stock at April 30, 1998,
was 3,487,968 shares
                                          

Transitional Small Business Disclosure Format (Check one):  Yes   No  X 
                                                               ---   ---



<PAGE>

                                          
                                          
                            ELECTRONIC PROCESSING, INC.
                                    FORM 10-QSB
                            QUARTER ENDED MARCH 31, 1998
                                          
                                      CONTENTS

                                                                           PAGE
                                                                           ----
PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

     Statements of Income -                            
          Three months ended March 31, 1997 and 1998                          3

     Balance Sheets - December 31, 1997 and March 31, 1998                    4

     Statements of Cash Flows -
          Three months ended March 31, 1997 and 1998                          6

     Notes to Financial Statements - March 31, 1997 and 1998                  7

Item 2. Management's Discussion and Analysis of Financial Condition and       8
     Results of Operations



PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                    10

Item 2. Changes in Securities                                                10

Item 3. Defaults Upon Senior Securities                                      10

Item 4. Submission of Matters to a Vote of Security Holders                  10

Item 5. Other Information                                                    10

Item 6. Exhibits and Reports on Form 8-K                                     10

Signatures                                                                   11


                                      
<PAGE>

                            ELECTRONIC PROCESSING, INC.
                                STATEMENTS OF INCOME
                 FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   1997         1998
                                                             ----------   ----------
<S>                                                          <C>          <C>
OPERATING REVENUES                                           $1,857,120   $2,535,796
                                                             ----------   ----------
COST OF GOODS SOLD AND DIRECT COSTS
     Processing costs                                           670,489      891,835
     Depreciation and amortization                              232,152      285,419
                                                             ----------   ----------
                                                                902,641    1,177,254 
                                                             ----------   ----------

GROSS PROFIT                                                    954,479    1,358,542
                                                             ----------   ----------
OPERATING EXPENSES
     General and administrative                                 682,961      884,036
     Depreciation and amortization                               23,928       39,736
                                                             ----------   ----------
                                                                706,889      923,772
                                                             ----------   ----------
INCOME FROM OPERATIONS                                          247,590      434,770
                                                             ----------   ----------
OTHER INCOME (EXPENSE)
     Interest income                                             11,980       21,105
     Interest expense                                           (83,154)     (37,653)
     Other                                                          817          325
                                                             ----------   ----------
                                                                (70,357)     (16,223)
                                                             ----------   ----------
NET INCOME BEFORE INCOME TAXES                                 $177,233      418,547
PROVISION FOR INCOME TAXES
      Current                                                    81,300      147,629
      Deferred                                                  (11,300)      20,371
      Deferred - Related to Conversion to "C" Corporation       272,900
                                                             ----------   ----------
                                                                342,900      168,000
                                                             ----------   ----------

NET INCOME PER SHARE                                          ($165,667)    $250,547
                                                             ----------   ----------
                                                             ----------   ----------
               Basic                                              ($.06)        $.07
                                                             ----------   ----------
                                                             ----------   ----------
               Diluted                                            ($.06)        $.07
                                                             ----------   ----------
                                                             ----------   ----------
PRO FORMA DATA
              Income before income taxes                        177,233      418,547
              Provision for income taxes                         72,100      168,000
                                                             ----------   ----------
              PRO FORMA NET INCOME                             $105,133     $250,547
                                                             ----------   ----------
                                                             ----------   ----------
PRO FORMA EARNINGS PER SHARE
             Basic                                                 $.04         $.07
                                                             ----------   ----------
                                                             ----------   ----------
             Diluted                                               $.04         $.07
                                                             ----------   ----------
                                                             ----------   ----------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
             Basic                                            2,795,556    3,410,085
                                                             ----------   ----------
                                                             ----------   ----------
             Diluted                                          2,795,556    3,600,573
                                                             ----------   ----------
                                                             ----------   ----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

                                      
<PAGE>


                                    ELECTRONIC PROCESSING, INC.
                                                 
                                          BALANCE SHEETS

                               DECEMBER 31, 1996 AND MARCH 31, 1997
                                            (UNAUDITED)

                                               ASSETS

<TABLE>
<CAPTION>

                                                               December 31, 1997  March 31, 1998
                                                               -----------------  --------------
<S>                                                            <C>                <C>
CURRENT ASSETS

     Cash and cash equivalents                                    $1,835,233        1,651,757
     Accounts receivable, trade, less allowance for
               doubtful accounts of $5,000                         1,114,424        1,337,606
     Prepaid expenses and other                                      159,845          189,403
     Deferred income taxes                                            18,823           19,000
                                                                   ---------        ---------
           Total Current Assets                                    3,128,325        3,197,766
                                                                   ---------        ---------
PROPERTY AND EQUIPMENT, At cost 
     Furniture and fixtures                                          551,832          558,282
     Computer equipment                                            5,152,228        5,636,297
     Office equipment                                                325,429          325,429
     Leasehold improvements                                          834,806          834,806
     Transportation equipment                                         14,969           14,969
                                                                   ---------        ---------
                                                                   6,879,264        7,369,783      
     Less accumulated depreciation                                 3,338,301        3,586,714
                                                                   ---------        ---------
                                                                   3,540,963        3,783,069
                                                                   ---------        ---------

SOFTWARE DEVELOPMENT COSTS, Net of
     amortization                                                  1,397,375        1,477,844
                                                                   ---------        ---------
INTANGIBLE ASSETS, Net of amortization
     Excess of cost over fair value of net assets acquired            61,486           60,983
                                                                   ---------        ---------
OTHER ASSETS                                                          32,819           32,590
                                                                   ---------        ---------

                                                                  $8,160,968      $8,552,252
                                                                  ----------      ----------
                                                                  ----------      ----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


                                      
<PAGE>

                                LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                          December 31, 1997     March 31, 1998
                                                          -----------------    ---------------
<S>                                                        <C>                 <C>
CURRENT LIABILITIES
     Note payable - line of credit                               $1,000             $1,000
     Current maturities of long-term debt                      $626,665           $690,735
     Accounts payable                                           491,217            365,730
     Accrued expenses                                           200,639            144,998
     Income Taxes Payable                                        32,960             70,589
                                                              ---------          ----------
           Total Current Liabilities                          1,352,481          1,273,052
                                                              ---------          ----------
LONG-TERM DEBT                                                  889,046          1,081,891
                                                              ---------          ----------
DEFERRED INCOME TAXES                                           320,452            341,000


STOCKHOLDERS' EQUITY
     Common stock, $.01 par value; authorized 10,000,000
     shares; issued and outstanding 3,400,000 shares
     December 31, 1997 and 3,474,068 shares March 31, 1998       34,000             34,741
                                                                              
          Additional paid-in capital                          5,202,000          5,208,032
          Retained earnings (deficit)                           362,989            613,536
                                                              ---------         ----------
                                                              5,598,989          5,856,309
                                                              ---------         ----------
                                                                              
                                                                              
                                                             $8,160,968         $8,552,252
                                                             ----------         ----------
                                                             ----------         ----------
</TABLE>


<PAGE>

                                   ELECTRONIC PROCESSING, INC.
                                    STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998
                                           (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      1997           1998
                                                                   ----------   ---------
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                              (165,667)     250,547
     Items not requiring (providing) cash:
         Deferred Income Taxes                                       261,600       20,371
         Depreciation                                                191,867      248,415
         Amortization of software development costs                   63,710       76,237
         Amortization of intangible assets                               503          503
         (Gain) loss on disposal of equipment                           (817)    --------
     Changes in:
         Accounts receivable                                          (9,222)    (223,182)
         Prepaid expenses and other assets                            31,962      (29,329)
         Accounts payable and accrued expenses                      (260,752)    (143,499)
                                                                   ----------   ---------
           Net cash provided by operating activities                 113,184      200,063
                                                                   ----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of property and equipment                      2,800
     Purchase of property and equipment                             (261,616)     (56,280)
     Expenditures for software development costs                    (132,856)    (156,706)
                                                                   ----------   ---------
           Net cash used in investing activities                    (391,672)    (212,986)
                                                                   ----------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net borrowings (payments) under line-of-credit agreement       (499,000)
     Principal payments under capital lease obligation              (492,482)     (96,234)
     Principal payments on long-term debt                           (996,126)     (81,092)
     Principal repayment subordinated note                          (400,000)
     Dividends paid                                                 (250,000)
     Stock issuance costs                                           (155,434)
     Exercise stock options                                                         6,773
     Proceeds stock issuance                                       4,938,000    
                                                                   ----------   ---------
           Net cash provided by financing activities               2,144,959     (170,553)
                                                                   ----------   ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                        1,866,471     (183,476)

CASH AND CASH EQUIVALENTS,
BEGINNING PERIOD                                                       4,882    1,835,233
                                                                   ----------   ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD                                                     $1,871,353   $1,651,757
                                                                  ----------   ----------
                                                                  ----------   ----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


                                      
<PAGE>

                            ELECTRONIC PROCESSING, INC.
                                          
                           NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 1997
                            AND MARCH 31, 1997 AND 1998

NOTE 1:   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


NATURE OF OPERATIONS

     Electronic Processing, Inc. (the Company) develops, markets, and 
licenses proprietary software products and provides support services for 
Chapter 7 and chapter 13 bankruptcy trustees and other users of the federal 
bankruptcy system. EPI serves a national client base with specialty products 
that facilitate the financial and administrative aspects of bankruptcy 
management and that are accompanied by a high level of coordinated support 
including network integration, post-installation support and value added 
services.  The Company extends unsecured credit to customers throughout the 
United States.

USE 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.

PROPERTY AND EQUIPMENT

     Property and equipment are depreciated on a straight-line basis over the
estimated useful life of each asset as follows:

<TABLE>
<CAPTION>
                   <S>                           <C>
                    Furniture and fixtures          10 years
                    Computer equipment               5 years
                    Office equipment              5-10 years
                    Transportation equipment       3-5 years

</TABLE>

     Leasehold improvements are depreciated over the shorter of the lease term
or the estimated useful lives (5-10 years) of the improvements.

SOFTWARE DEVELOPMENT COSTS

     Certain internal software development costs incurred in the creation of
computer software products are capitalized once technological feasibility has
been established.  Prior to the completion of a detail program design,
development costs are expensed.  Capitalized costs are amortized based on
current and future revenue for each product with an annual minimum equal to the
straight-line amortization over the remaining estimated economic life of the
product, not to exceed five years.

INTANGIBLE ASSETS

     The excess of cost over fair value of net assets acquired is being
amortized over 40 years.  Organizational costs are being amortized over seven
years.  All amortization is calculated using the straight-line method.

                                      
<PAGE>

NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
                  (CONTINUED)

REVENUE RECOGNITION

     For the Company's Chapter 7 bankruptcy software product, monthly fees are
received from a national financial institution after the product is installed
and deposits are transferred based on the level of trustees= deposits with that
institution.  Revenues for Chapter 13 processing and noticing are recorded
monthly at the completion of the services based on the trustees= month-end
caseloads.  All ancillary fees are recognized as the services are provided.  

INCOME TAXES

     Deferred tax liabilities and assets are recognized for the tax effects of
differences between the financial statement and tax bases of assets and
liabilities.  A valuation allowance is established to reduce deferred tax assets
if it is more likely than not that a deferred tax asset will not be realized. 
     
     Prior to the Company's initial public offering (SEE NOTE 8), the Company,
with the consent of its shareholders, had elected under the Internal Revenue
Code to be taxed as an S corporation.  In lieu of corporate income taxes, the
shareholders were taxed on their proportionate shares of the Company's taxable
income.  

CASH EQUIVALENTS

     The Company considers all liquid investments with original maturities of
three months or less (primarily money market accounts) to be cash equivalents. 

INTERIM FINANCIAL STATEMENTS

     The balance sheet as of March 31, 1998 and the statements of income,
shareholders' equity and cash flows for the three month periods ended March 31,
1997 and 1998 have been prepared by the Company without audit.  In the opinion
of management, all adjustments (which included only normal, recurring
adjustments) necessary for fair presentation have been made.  The results for
these periods are not necessarily indicative of the results to be expected for
the full year.

YEAR 2000

     Many currently installed computer systems and software products are coded
to accept only two-digit entries to represent years.  For example, the year
"1998" would be represented by "98."  These systems and products will need to be
able to accept four digit entries to distinguish years beginning with 2000 from
prior years.  As a result, systems and products that do not accept four-digit
year entries will need to be upgraded or replaced to comply with such "Year
2000" requirements.  The Company believes that its currently marketed software
products are Year 2000 compliant.  In addition, the Company believes that its
internal administrative systems are Year 2000 compliant or will be upgraded or
replaced prior to the need to comply with Year 2000 requirements.  The expenses
associated with this project are being expensed as incurred and are not expected
to be material to the Company's financial position or results of operations.


                                      
<PAGE>


NOTE 2:  INITIAL PUBLIC OFFERING

     In February 1997, the Company completed a public offering of 1,600,000
shares of common stock (the IPO) and received net proceeds (prior to stock
issuance costs) of $4,938,000.

     In connection with the issuance of common stock to the public, the Company
changed its income tax status to a C corporation.  At the time of becoming a C
corporation, the Company accrued an income tax provision of $272,900 to record
the deferred tax effects of temporary differences between financial statement
and tax bases of assets and liabilities as follows:

<TABLE>
<CAPTION>

<S>                                        <C>
Deferred tax assets:
  Allowance for doubtful accounts           $  1,900
  Accrued compensated absences                 4,200
  Other                                        1,200
                                           ---------
                                               7,300
Deferred tax liabilities:
  Property and equipment                    (280,200)
                                           ---------
Net deferred tax liability                 $(272,900)
                                           ---------
                                           ---------
</TABLE>

     Pro forma earnings information has been provided to reflect the effects of
corporate income taxes on historical earnings, including the effects of
permanent and temporary differences in reporting income and expenses for tax and
financial reporting purposes, as if the Company had been subject to income taxes
for all the periods presented, including the period in 1997 prior to the IPO. 
Pro forma adjustment for 1997 eleminated the initial income tax provision of
$272,900.


NOTE 3:   ADDITIONAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                Three Months Ended
                                            December 31,      March 31
                                               1997          1997      1998
                                            ------------     ----      ----
                                                              (unaudited)
<S>                                         <C>              <C>       <C>
NONCASH INVESTING AND FINANCING
  ACTIVITIES
    Capital lease obligation and notes
    payable incurred for equipment           $1,138,134     $131,886   $434,241

ADDITIONAL CASH INFORMATION
     Interest paid                              181,410       89,857     36,144
     Income taxes paid                          390,000                 110,000
</TABLE>


                                      
<PAGE>

ITEM 11.  MANAGEMENT  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     QUARTER ENDED MARCH 31, 1998 COMPARED TO QUARTER ENDED MARCH 31, 1997

     Operating revenues increased 36.5%, or $678,676, to $2,535,796 in the 
three-month period ended March 31, 1998, compared to $1,857,120 in the 
three-month period ended March 31, 1997.  Approximately 80.7% of the growth 
in operating revenues was attributable to Chapter 7.  Chapter 7 revenues 
increased 85.5%, or $547,693, to $1,188,585 in the three-month period ended 
March 31, 1998, compared to $640,892 in the three-month period ended March 
31, 1997.  The increase in Chapter 7 revenue was due primarily to the growth 
in new Chapter 7 trustee clients resulting in higher monthly fees paid to 
EPI.  Chapter 13 revenue increased 4.4%, or $52,514, to $1,232,796 in the 
three-month period ended March 31, 1998 compared to $1,180,282 in the 
three-month period ended March 31, 1997.  The relatively lower growth in 
Chapter 13 was primarily due to the Company's focus on converting existing 
Chapter 13 trustee clients to CASEPOWER and to a constant level of revenue 
from legal noticing by a change in service mix.

     Total cost of goods sold and direct costs increased 30.4%, or $274,613, 
to $1,177,254 in the three-month period ended March 31, 1998, compared to 
$902,641 in the three-month period ended March 31, 1997.  Total cost of goods 
sold and direct costs as a percentage of operating revenues decreased to 
46.4% in the three-month period ended March 31, 1998, compared to 48.6% in 
the three-month period ended March 31, 1997, primarily due to TCMS for 
Chapter 7, which has a higher gross margin, comprising a greater percentage 
of operating revenues in the three-month period ended March 31, 1998.  
Processing costs increased 33.0%, or $221,346, to $891,835 in the three-month 
period ended March 31, 1998, compared to $670,489 in the three-month period 
ended March 31, 1997.  The increase in 1998 resulted principally from an 
increase in customer service expense to support the growth in Chapter 7 sales 
and support the new Chapter 13 product, CASEPOWER.  Depreciation and 
amortization increased 22.9%, or $53,267, to $285,419 in the three-month 
period ended March 31, 1998, compared to $232,152 in the three-month period 
ended March 31, 1997, primarily due to the purchase of computer equipment for 
the Company's Chapter 7 product.

     Operating expenses increased 30.7%, or $216,883, to $923,772 in the 
three-month period ended March 31, 1998, compared to $706,889 in the 
three-month period ended March 31, 1997.  Operating expenses as a percentage 
of operating revenues decreased to 36.4% in the three-month period ended 
March 31, 1998 from 38.1% in the three-month period ended March 31, 1997.  
The dollar increase in operating expenses was due to increases in general and 
administrative infrastructure necessary to support a higher level of 
revenues, including additional sales and marketing expenses related to growth 
of the Company's Chapter 7 product.  Sales and  marketing expenses increased 
32.8%, or $70,675, to $285,857 in the three-month period ended March 31, 
1998, compared to $215,183 in the three-month period ended March 31, 1997.

     Other income (expense), which includes interest income and interest 
expense, was ($16,223) in the three-month period ended March 31, 1998, 
compared to ($70,357) in the three-month period ended March 31, 1997.  This 
resulted from a reduction in net interest expense due to interest income from 
the investment of the net proceeds from the sale of 1,600,000 shares of 
Common Stock in the Company's February 1997 initial public offering and the 
reduction in interest expense due to the debt paid with a portion of such net 
proceeds.

     In connection with the Company's initial public offering, the Company 
changed its income tax status to a C corporation.  Pro forma earnings 
information for the three-month

                                      
<PAGE>

period ended March 31, 1997 reflects the effects of corporate income taxes on 
historical earnings as if the Company had been subject to federal taxes for 
that period.  The Company's effective tax rates were 40.0% and 41.0% (pro 
forma) for the three-month periods ended March 31, 1998 and March 31, 1997, 
respectively.  

     Pro forma net income increased 138.3%, or $145,414, to $250,547 in the
three-month period ended March 31, 1998, compared to pro forma net income of
$105,133 in the three-month period ended March 31, 1997.  Pro forma net income
as a percentage of operating revenues increased to 9.9% in the three-month
period ended March 31, 1998 from 5.7% in the three-month period ended March 31,
1997.

Liquidity and Capital Resources
     
     The Company's liquidity position is strong with total cash and cash
equivalents of $1,651,757 at March 31, 1998 and working capital of $1,924,714.

     Net cash provided by operation activities was $113,184 and $200,063 for the
three-months ended March 31, 1997, and March 31, 1998 respectively.  The net
cash provided by operating activities in the three-months ended March 31, 1997
consisted primarily of net income before deferred taxes of  $95,933 depreciation
and amortization of $256,080 offset primarily by a decrease in accounts payable
accrued expense of $260,752.  The increase in depreciation and amortization
relates primarily to the purchase of computer equipment for the installations of
the Company's Chapter 7 product.  

     During the three-months ended March 31, 1998, net cash provided by
operating activities consisted primarily of net income before deferred taxes of
$270,918 plus depreciation and amortization of $325,155, offset primarily by an
increase in accounts receivable of $223,182 and a decrease in accounts payable
and accrued expenses of $143,499.  The increase in depreciation and amortization
relates primarily to the purchase of computer equipment for the installations of
the Company's Chapter 7 product.  The outstanding accounts receivable balance
has increased primarily due to the growth of revenue.
                                          
     The Company has available a $500,000 operating line of credit from a
financial institution as of March 31, 1998 with an interest rate of prime plus
1.0% per annum (currently 9.5%).  The Company has two equipment lines of credit,
one of $5000,000, with an interest rate of the bank's base lending rate plus
1.0% per annum (currently 9.5%) and another for $1,000,000, with an interest
rate of the bank's base lending rate plus 0.5% per annum (currently 9.0%).  The
balance outstanding on the equipment lines of credit totaled $1,251,945 as of
March 31, 1998.  

     The Company invested in property and equipment totaling $393,502 and
$490,521 during the three-months ended March 31, 1997, and March 31, 1998,
respectively, which related principally to the installation of computer
equipment for the Company's Chapter 7 product.

     The Company incurred expenditures for software development costs totaling
$132,856 for the three-month period ended March 31, 1997, and $156,706 for the
three-month period ended March 31, 1998.  These amounts have been capitalized
and are being amortized on a straight-line basis over a maximum five-year
period.  Internal software costs incurred in the creation of computer software
products are capitalized as soon as technological feasibility has been
established.  Prior to the completion of a detailed program design, development
costs are expensed.  Capitalized costs are amortized based on current and future
revenue for each product with an annual minimum equal to straight-line
amortization over the remaining

                                      
<PAGE>

estimated economic life of the product, not to exceed five years.  
Additionally, the Company anticipates future software development will be at 
or above the spending levels of prior years.

     On May 1, 1998, the Company filed a registration statement with the 
Securities and Exchange Commission for the offering by the Company of 
1,000,000 shares of Common Stock and 250,000 shares of Common Stock by 
certain selling shareholders.  The Company will also grant to the underwriter 
for the offering a 45-day option to purchase up to 187,000 additional shares 
of Common Stock to cover over-allotments, if any.  If the offering is 
completed, the Company intends to use approximately $2,000,000 of the 
proceeds thereof to pay long-term indebtedness of the Company and to use the 
balance of the net proceeds for general corporate purposes, which may include 
software development, sales and marketing expansion, capital investment for 
computer equipment , potential acquisitions of complementary business or 
investments in strategic or joint-venture relationships and working capital.  
The Company has no present agreements or undertakings with respect to any 
potential acquisitions or strategic investments.


                            PART II - OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS
The following Exhibit is filed by attachment to this Form 10-QSB:


<TABLE>
<CAPTION>

Exhibit
Number    Description of Exhibit                                           Page
- --------  ----------------------                                           ----
<S>       <C>                                                              <C>
  27      Financial Data Schedule                                           13

(b)  REPORTS ON FORM 8-K:

None

</TABLE>
                                      
<PAGE>

                                     SIGNATURES
                                          
                                          
     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





                                               ELECTRONIC PROCESSING, INC.


Date:     May 15, 1998                         /s/  Tom W. Olofson 
                                               -----------------------------
                                               Tom W. Olofson
                                               Chairman of the Board
                                               Chief Executive Officer
                                               (Principal Executive Officer)
                                               Director


Date:     May 15, 1998                          /s/ Nanci R. Trutna
                                               -------------------------------
                                               Nanci R. Trutna
                                               Vice President Finance
                                               (Principal Financial Officer)

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ELECTRONIC PROCESSING, INC. STATEMENT OF INCOME FOR THE
THREE MONTHS ENDED MARCH 31, 1998 AND BALANCE SHEET AS OF
MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
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