<PAGE>
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________to ____________
Commission File Number: 0-12541
SISCOM, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0899779
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(State or other jurisdiction IRS Employer
of incorporation or organization) Identification Number
7464 Arapahoe Avenue, Suite B-17, Boulder, Colorado 80303
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(Address of Principal Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 449-0442
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
--------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
The Registrant's revenues for the year ended June 30, 1997 were $838,200.
As of September 2, 1997 the aggregate market value of the Common Stock
of the Registrant based upon the average of the closing bid and asked prices
of the Common Stock, as quoted on the OTC Electronic Bulletin Board, held by
non-affiliates of the Registrant was approximately $ 1,299,900.
As of September 2, 1997 5,097,687 shares of Common Stock and 4,000,000
shares of Preferred Stock of the Registrant were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
The Registrant incorporates by this reference the following:
PART IV - EXHIBITS
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1. Incorporated by reference from the Company's Registration Statement
on Form 10, as amended, SEC File Number 0-12541.
FORWARD LOOKING STATEMENTS
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In addition to historical information, this Annual Report contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and are thus prospective. The forward-looking
statements contained herein are subject to certain risks and uncertainties
that could cause actual results to differ materially from those reflected in
the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, competitive pressures, changing economic
conditions, factors discussed in the section entitled Management's Discussion
and Analysis of Financial Condition and Results of Operations, and other
factors, some of which will be outside the control of management. Readers are
cautioned not to place undue reliance on these forward looking statements,
which reflect management's analysis only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward looking statements
to reflect events or circumstances that arise after the date hereof. Readers
should refer to and carefully review the information described in future
documents the Company files with the Securities and Exchange Commission.
<PAGE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
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HISTORY AND BACKGROUND
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SISCOM, INC. ("SISCOM" or the "Company") was incorporated in the State
of Colorado on September 29, 1982 under the name Stockwatch International,
Inc. The Company changed its name to Satellite Information Systems, Corp. on
December 10, 1982, and thereafter to Satellite Information Systems Company on
March 17, 1983. During fiscal year 1997 the Company approved and adopted an
amendment to the Articles of Incorporation officially changing it's name to
"SISCOM, Inc.". SISCOM currently operates as a software development company
that provides computer based products and related services to the electronic
media and sports industry. During the fiscal year ended June 30, 1996, the
business of the Company continued to focus primarily on the development,
marketing and support of its standard software products, including NewsPro(-
Registered Mark-), Video Logging(-TM-)(Logging), Video Retrieval (Retrieval),
Video Archive(-TM-) (Archive), and its newest product, Coaching Decision
Support System (CDSS(-TM-)). SISCOM also acts as a re-seller of hardware,
although such activities are viewed as ancillary to the Company's main
business.
Pursuant to a Registration Statement filed with and declared effective
by the Securities and Exchange Commission (the "Commission") in 1983, SISCOM
sold to the public 5,500,000 shares of no par value Common Stock for $.50 per
share. The Company subsequently undertook a ten-for-one (10-for-1) reverse
stock split effective March 7, 1988.
The Company's shares began trading on NASDAQ in September, 1983 and on
the NASDAQ National Market System ("NASDAQ/NMS") on November 1, 1988.
However, during fiscal 1991, SISCOM failed to maintain the market value of its
publicly held shares at $1,000,000. As a result, effective January 31, 1991,
SISCOM was removed from NASDAQ/NMS and placed on the regular NASDAQ system.
On November 7, 1991, SISCOM was de-listed from the NASDAQ system for failure
to maintain the standards required for continued listing.
With the Company de-listed from the NASDAQ system and having
difficulty meeting its current obligations, there was significant doubt as to
the Company's ability to continue as a going concern. Accordingly, management
determined that it was in the best interest of the Company to focus its
efforts and minimize cost, including those significant costs associated with
complying with the requirements to be a reporting Company.
In June, 1992, the Company filed with the Commission a Form 15
terminating the registration of its shares of Common Stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). At
that time the Company ceased to be a reporting company under Sections 13 and
15(d) of the Exchange Act.
With the successful reduction of operating costs, elimination of
outstanding debt obligations, the emphasis on sales and marketing of the
Company's enhanced product and service offerings to new and expanded markets,
and consequently, the return to modest profitability, the Company once again
believed that it had the capital necessary to resume reporting under the
Exchange Act in order to provide a market for its shareholders and access to
future capital for growth. To this end, the Company filed with the Commission
its registration statement on Form 10-SB, and has resumed reporting under the
Exchange Act. The Company's Common Stock is listed under the symbol "SATI" on
the OTC Eletronic Bulletin Board.
BUSINESS OF REGISTRANT
PRODUCTS OR SERVICES. SISCOM's revenue has, and is expected to
continue to be, primarily generated through software product sales and
services.
Software product sales have traditionally encompassed the sale of
proprietary newsroom production control software to the broadcast and cable
media markets. The Company's principal product is NewsPro(-Registered Mark-),
an electronic newsroom management system, which assists the process of
newscast and feature production from news gathering through story development
to on-air presentation. NewsPro(-Registered Mark-) contains modules which,
among other capabilities, capture and organize information from incoming wire
services, create a resident news data base, locate videotape and scripts
stored in archives and offers text editing, printing and presentation options,
including teleprompter and closed captioning. The licensed software product
runs solely on Digital Equipment Corporation hardware utilizing the VMS
operating system. User "desktops" however, can be populated with low cost
terminal devices, multiwindow terminals, and personal computers utilizing
terminal emulation software, depending on the requirements of a particular
user. Mixed "desktops" are most typical.
Development of NewsPro(-Registered Mark-) continues with ongoing
enhancements and evolution of the product towards a true client/server mode of
operation. This evolution will initially retain Digital Equipment
Corporation's VAX hardware and VMS operating system as the server, with
elements of the product being moved out to personal computer clients as
dictated by the product's requisites. Management believes that this evolution
of the core NewsPro(-Registered Mark-) product will achieve three notable
objectives; (1) it moves both the customer and Company, evolutionarily, in
the predominate industry direction of client/server computing, (2) it
preserves a significant amount of the customer's existing investment in
hardware, software and training, while simultaneously creating a candidate for
upgrade business, business viewed by the customer as occurring through
accretion rather than substitution, and (3) it insulates both the Company and
customer from much of the current turmoil in the client/server network
operating system environment.
NewsPro(-Registered Mark-) system pricing is typically presented on a
turnkey basis, and as such does not have an established "manufacturers
suggested retail price", but instead may be comprised of a number of elements
including the core NewsPro(-Registered Mark-) software, optional modules such
as prompting and closed captioning, installation and training, and hardware
(both client and server components). While individual customer transactions
will vary, an average standard core NewsPro(-Registered Mark-) system will
retail for approximately $4,000 per user for a terminal based system, $6,000
per user for a personal computer based system.
In addition to the standard NewsPro(-Registered Mark-) system revenue
upon initial installation, a transaction will usually produce service revenue
as well. One component of software services is project related revenue for
which customers contract with the Company to customize and extend the
capabilities of the product. These extensions are then generalized and form
the basis for additional product applications or capabilities to the market as
a whole. Software services also include field support and maintenance of the
Company's standard products. At the termination of the standard 90 day
warranty period included in most contracts, customers may purchase software
maintenance services on an annual basis in order to continue the level of
service provided with the initial contract. SISCOM's maintenance support is
provided on a twenty-four (24) hour a day, seven days a week basis, with a
general response time of one (1) hour or less during normal business hours.
The maintenance program also includes new software releases, enhancements and
updates for the duration of the contract period. These contracts are typically
priced at $300 per user per year, are nonrefundable and are paid one year in
advance.
As NewsPro(-Registered Mark-) has evolved, management has become
increasingly aware of the significant opportunities for additional
applications of NewsPro(-Registered Mark-) and the Company's other related
products, in a variety of information based arenas. As a result, the Company
has dedicated substantial efforts in the last few years to broaden the market
for the Company's software and related services into many new fields,
including the sports industry. SISCOM has completed installations with three
(3) of the major league sports entities: The National Basketball Association
("NBA"), The National Hockey League ("NHL"), and FOX Sports ("FOX"). The NBA
installation included the provision of full NewsPro(-Registered Mark-)
capabilities, including PC Logging(-TM-) and Video Archive(-TM-) in support of
their extensive video operation, while FOX represents a PC Logging(-TM-) and
Video Archive(-TM-) focused application. The initial NHL installation
included the provision of the core NewsPro(-Registered Mark-) software and
later was expanded to include PC Logging(-TM-) and Video Archive(-TM-).
In 1994 SISCOM began the development and marketing of PC Logging(-TM-)
in conjunction with Video Archive(-TM-). Together they form a personal
computer ("PC") based suite of software designed to automate the process of
logging video tapes (shot listing), storing and subsequently retrieving the
logs, and managing the physical tape library. PC Logging(-TM-) and Video
Archive(-TM-) can operate either in conjunction with or independent of the
traditional NewsPro(-Registered Mark-) product. They represent the core
NewsPro(-Registered Mark-) software subjected to the evolutionary process
towards a true client/server mode of operation, as discussed above. PC
Logging(-TM-) and Video Archive(-TM-) have been generalized and installed for
customers with sports applications (e.g., FOX Sports, the NHL and the Portland
Trail Blazers) and non-sports applications (e.g., The Travel Channel).
Currently, the PC Logging(-TM-) software supports generic video logging as
well as the specialized individual requirements of basketball, baseball,
hockey and football. Development is continuing to include support for other
sports, corporate video requirements, and for the emerging digital video
technologies.
During early 1995, the Company entered into a strategic partnership
with FAST Electronics, U.S., one of the world's leading providers of non-
linear video editing systems for the professional and consumer markets. FAST,
a German based company, has identified the U.S. market as a strategic growth
market and has indicated that it sees an alliance with the Company as an
effective way to penetrate the sports and broadcast segments of the U.S.
market. For SISCOM, this partnership provides a perfect product line
extension for its other video related products. Under the terms of the
agreement, SISCOM will adapt FAST's products to the newsroom automation and
sports markets and will maintain exclusive distribution rights for the
resulting products. This agreement with FAST gives the Company access to a
leading proprietary hardware technology within the emerging digital video
industry, a benefit that is expected to afford the Company a distinct
advantage in the global market.
In the latter half of 1994, the Company began development work on a
client/server based software application for ticket marketing, initially for
the sports industry. Called FTM(-TM-), this software product consists of a
series of fully integrated components that address all functional areas of
ticket operations from sales management of customer and prospects to handling
the sale of multiple ticket packages through complete box office functionality
of ticket inventory management and issuance. The development effort was aided
throughout by the feedback provided by a professional sports team willing to
cooperate with the Company. Customer reactions to early demonstrations were
generally very positive. In March 1996, the Company temporarily suspended
further development on the product in order to concentrate its limited
programming resources on the new Coaching Decision Support System (CDSS)
product discussed in more detail below.
In February 1996, the re-sale arrangement for Stadium Click Effects (a
computerized sound effects product for stadiums and arenas) between EMSI, Inc.
and the third party software developer was terminated. The Company's initial
strategy of using this product to create a significant customer base was
generally successful with an installed base of over 140 customers. The
Company has decided to redirect its resources toward developing and selling
higher margin video related software products to its customers.
In Autumn 1996 and with the cooperation of the Portland Trail Blazers
and the Miami Heat of the NBA, the Company began development of CDSS, its new
software product for interpreting NBA game statistics and reporting them to
users in a unique, graphical presentation. The initial customer base for the
product is NBA coaching staffs who have reacted very favorably to CDSS product
demostrations. The Company is currently combining CDSS with many of its other
software products (e.g., video logging, video retrieval, and FAST editing) to
create a comprehensive and powerful coaching tool for NBA coaching staffs.
For the first time, an NBA coach will have the ability to see raw game
statistics interpreted and graphically recreated according to his exact
specifications. In addition he will be able to retrieve and view clips in any
order of the actual game video footage related to those statistics within a
couple of hours after the game itself. Eventually the Company anticipates
offering a slightly modified version of this product to NBA fans at the
consumer level.
DISTRIBUTION METHODS. The Company is marketing and distributing its
current products including CDSS under the SISCOM name primarily because of the
strong name recognition SISCOM has in the marketplace. The Company has
elected not to use its marketing subsidiary EMSI, Inc. for NBA or NewsPro
customers (which together represent the Company's current focus) in order to
avoid confusing customers. The activities of EMSI, Inc. curtailed sharply
over the last few months of the fiscal year of 1996. There are no significant
operations in the current year.
COMPETITION. The Company has competitors for each of its product
offerings. The Company is, however, confident that its products can be sold
effectively because each product can be demonstrated to show unique and
valuable advantages over competing products.
MAJOR CUSTOMERS. Management believes that SISCOM has consciously
served a niche market of specialized customers. Because of its minimal
marketing efforts, the Company has historically had to rely on revenues from a
few substantial installations to large customers. This reliance has resulted
from the Company's limited working capital rather than any limitation in the
scope of the potential markets and customers for the Company's products.
However prospectively, management believes that the Company now has the
products and the customer contacts to appeal to a much broader customer base.
PROPRIETARY INFORMATION. The Company relies upon copyrights,
trademarks and trade secrets protection for its products. The Company claims
copyright on all its published materials, including its guides, manuals and
computer software. The Company also owns a federally registered trademark for
the product name NewsPro(-Registered Mark-), and claims common law trademark
protection for the product names P.C. Logging(-TM-), Video Archive(-TM-),
CDSS(-TM-) and FTM(-TM-). The Company's copyrights and trademarks are
considered by the Company to be valuable property rights. The protection
afforded by these intellectual property rights and the law of trade secrets is
believed by the Company to be adequate protection for its products. However,
notwithstanding the Company's intellectual property rights, it is possible for
a competitor to develop near imitations of the Company's products,
implementing modifications, without violating those rights.
RESEARCH AND DEVELOPMENT. The Company plans to introduce additional
products and services as customer demand for such products and services, and
potential sales within specific market segments becomes evident. As marketing
and use of the Company's products and services expand, new applications will
be developed revealing new product development opportunities.
REGULATION. The Company is a public company which files reports with
the Securities and Exchange Commission pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended. The Company's Common Stock is
traded over-the-counter and quoted on the OTC Electronic Bulletin Board under
the symbol "SATI".
To the best of the Company's knowledge and belief, the Company is
currently in compliance with all Federal, State and Local laws and
regulations. Compliance with the foregoing is not anticipated to have a
material adverse effect on the Company's earnings and/or competitive position
within the respective industries and will not result in increased capital
expenditures. The Company currently is not subject to any Federal, State or
local provisions which have been enacted or adopted regulating the discharge
of materials into the environment, or otherwise relating to the protection of
the environment.
EMPLOYEES. The Company currently employs ten (10) full-time employees
in its Boulder, Colorado office.
ITEM 2. DESCRIPTION OF PROPERTIES
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The Company's corporate headquarters are located at 7464 Arapahoe
Avenue, Suite B-17, in Boulder, Colorado. This property measures 3,000 square
feet and is leased at $3,375.88 per month, expiring August 31,1998. The
Company has the option to renew the lease for an additional two (2) year term
upon one hundred eighty (180) days advance written notice to the Lessor. This
facility is considered to be adequate for the Company's current needs and the
Company intends to exercise its renewal option.
The Company has various computer hardware, software and communication
equipment located at its Boulder office. This equipment is used to develop
software, to demonstrate products to customers and to provide service to
customers.
ITEM 3. LEGAL PROCEEDINGS
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Neither the Company nor any officer or director in his capacity as
such is a party to any pending litigation involving the Company, and no such
proceedings are known to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted to a vote of the Company's shareholders
during the quarter ended June 30, 1997.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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The outstanding shares of Common Stock are traded over-the-counter and
quoted on the OTC Electronic Bulletin Board. However, as previously
indicated, in June, 1992, the Company filed with the Commission a Form 15
terminating the registration of its shares of Common Stock under Section 12(q)
of the Exchange Act, and the Company ceased to be a reporting company. As a
result, no public market for the Company's Common Stock existed until the
Company filed its Registration Statement on Form 10-SB. Quotation on the OTC
Electronic Bulletin Board commenced in February, 1995. The reported high and
low bid and ask prices for the Common Stock are shown below for the period
from February 1, 1995 through September 25, 1996:
<TABLE>
<CAPTION>
Bid Ask
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High Low High Low
----- ---- ----- ----
<S> <C> <C> <C> <C> <C>
1996 Fiscal Year
First Quarter .50 .25 .625 .4375
Second Quarter .375 .1875 .50 .375
Third Quarter .1875 .1875 .375 .3125
Fourth Quarter .375 .1875 .5313 .3125
1997 Fiscal Year
First Quarter .4063 .1875 .50 .375
Second Quarter .625 .4063 .8438 .50
Third Quarter .625 .4375 .7813 .55
Fourth Quarter .375 .26 .5313 .35
</TABLE>
The closing bid and ask prices of the Company's Common Stock as of
September 2, 1997 were $.21 and $.30, respectively, as reported by the
National Association of Securities Dealers Composite Feed. The prices
represented above are bid and ask prices which represent prices between
broker-dealers and do not include retail mark-ups and mark-downs or any
commissions. The prices do not reflect prices in actual transactions. As of
September 2, 1997, there were approximately 457 record owners of the Company's
Common Stock.
The Company's Board of Directors may only declare and pay dividends on
outstanding shares of Common Stock when all declared funds on the Series A
Preferred Shares have been paid, or the Company has set aside a sufficient
amount to pay them.(see Part II item 6, liquidity and capital resources)
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
Report.
RESULTS OF OPERATIONS - FISCAL YEAR ENDED JUNE 30, 1997 COMPARED TO FISCAL
YEAR ENDED JUNE 30, 1996
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During the fiscal year ended June 30, 1997, SISCOM generated revenue
of $838,200 with a resulting net loss of $(218,400) compared to revenue of
$972,400 and net loss of $(103,400) the previous year.
REVENUE
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The following table outlines the Company's revenue mix over the last
two (2) fiscal years.
<TABLE>
<CAPTION>
Years Ended June 30
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1997 1996
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<S> <C> <C> <C> <C> <C>
Product Sales
Software sales $283,800 34% $336,500 35%
Hardware sales 124,600 15% 186,500 19%
Software Services 429,800 51% 449,400 46%
-------- --- -------- ---
Total Revenue $838,200 100% $972,400 100%
======== ==== ======== ====
</TABLE>
Product Sales were primarily to the sports industry and involved the
sale of proprietary software and computer hardware (on a re-sale basis).
Software sales and software services revenues decreased $72,300 from $785,900
for the twelve (12) months ended June 30, 1996, to $713,600 for fiscal 1997, a
decrease of approximately 10%. This decrease was caused by the slowdown (and
subsequent termination) of Stadium Click Effects(EMSI) sales. Revenues from
NewsPro service renewals decreased slightly from $449,400 to $429,800.
SISCOM's hardware sales, decreased from $186,500 for the twelve (12)
months ended June 30, 1996, to $124,600 for fiscal 1997. The decrease is the
result of the change in sales mix from the prior year, with the majority of
the decrease directly resulting from the termination of Stadium Click Effects
sales.
COSTS AND EXPENSES
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Cost of sales and services includes components for hardware sales,
direct labor and materials used in the manufacture of software, capitalized
software amortization and other expenses incurred to generate revenue. For the
fiscal year ended June 30, 1997, cost of sales and services was approximately
56% of total revenue compared with 62% for the prior year.
Gross margins were 44% in fiscal 1997 and 38% in fiscal 1996. This
increase in gross margins is attributable to the change in sales mix between
hardware and software experienced by SISCOM in fiscal 1997. Hardware has
consistently had a substantially lower margin than software and related
services revenue over the years. Therefore in 1997 SISCOM moved toward the
more profitable mix resulting in proportionately more software and service
revenue and less hardware revenue as compared to fiscal 1996. Service revenue
increased between the two years at 51% of total sales in 1997 and 46% in
fiscal 1996.
The following table outlines the Company's cost of sales components
for the last two (2) fiscal years.
<TABLE>
<CAPTION>
Years Ended June 30
-------------------
1997 1996
----------------- ----------------
<S> <C> <C> <C> <C> <C>
Hardware Cost of Sales $ 98,000 21% $159,400 27%
Direct Labor and Materials 162,000 35% 175,100 29%
Software Amortization 193,000 41% 155,300 26%
Other 14,000 3% 2,800 1%
-------- ---- -------- ----
Total Costs of Sales $467,000 100% $602,200 100%
======== ==== ======== ====
</TABLE>
Hardware Cost of Sales decreased $61,400 from fiscal 1996 which
reflects the change in sales mix as previously noted. The gross margin on
hardware sales increased approximately 21% from the prior fiscal year. This
increase in gross margin is primarily the result of more competitive
purchasing prices with FAST Electronics U.S. (FAST). SISCOM's strategic
relationship with FAST continues to provide both companies with the potential
for mutually beneficial marketing placement within the sports industry. The
Company continued its focus on providing business solutions through its
software and services within the sports industry with hardware sales an
ancillary component of that solution.
The cost of direct labor and materials includes employee hours spent
contract programming and installing, training, and supporting NewsPro(-
Registered Mark-) as well as any materials and supplies directly used in the
process. The total cost of direct labor and materials decreased $13,100 or 7%
between fiscal 1997 and 1996.
The software royalties component of cost of sales relates to the
February 1995 distributor agreement between the third party developer and
EMSI, Inc. for the sale of Stadium Click Effects software. Under the terms of
this agreement EMSI, Inc., acting as the exclusive authorized distributor of
the software, sublicenses the product directly to the customer and pays the
developer between 45% and 75% of the net licensing fee, depending on the
specifics of each customer transaction. There is no current year royalties
expense due to the 1996 mid-year termination of the re-sale agreement.
Software amortization increased by $37,700 from 1996 to 1997. The
Company continues to emphasize software development. Management expects a
corresponding increase in capitalized software creation costs and the related
amortization of those costs.
Operating, general and administrative expenses for fiscal 1997
increased by $95,800, from $426,800 for the twelve (12) months ended June 30,
1996, to $522,600 in fiscal 1997, an decrease of 22%. This increase was
primarily the result of the following two factors. There were increased
personnel costs relating to the investigation of a new business opportunity
which were incurred and terminated during the third quarter. There was an
expense related to the adoption of FAS 121 during the fiscal year, resulting
in an additional $25,000 expense. (see notes to consolidated financial
statements)
Depreciation expense increased from $42,300 for the year ended June
30, 1996, to $89,600 for fiscal 1997. The increase is attributable to sizable
additions in the first and second quarters of the current fiscal year to
property and equipment in order to upgrade the Company's in house software
development capabilities.
LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 1997 COMPARED TO JUNE 30, 1996
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SISCOM's current working capital surplus of $157,500, represented by
current assets minus liabilities shows an increase over the prior years
working capital deficit $(400,200). The increase is primarily the result of
closing on the sale of 4,000,000 shares of preferred stock for $1,000,000 in
the first quarter. (as discussed below) However, trade receivables also
increased by $186,100 from the prior fiscal year and the Company generated net
income of $55,000 during the first two quarters. The Company also reduced its
current liabilities during the current fiscal year by approximately $275,000,
as a result of the inflow of cash from the sale of the preferred stock
mentioned above.
The Company's primary uses of cash and working capital during fiscal
1997 were: the purchase of some capital assets of approximately $282,000 which
included upgrades to the computer equipment for use in software development
and customer support; the capitalized cost of computer software development of
approximately $255,000, and the reduction of accounts payable and accrued
liabilities by approximately $275,000.
On September 12, 1996, the Company sold 4,000,000 shares of
convertible preferred stock to Global Equity Corporation. These shares carry
a 7% non-cumulative dividend and are convertible into the Company's common
stock on a one-for-one basis commencing the earlier of one year from the date
of issuance or the effective date of a registration statement registering for
sale the shares of common stock issuable upon conversion of the Series A
preferred and ending three years from the date of issuance. No dividends will
be paid on the existing common stock, no distributions will be made on the
common stock, and no shares of common stock will be redeemed, retired, or
otherwise acquired for valuable consideration until all declared dividends on
the Series A have been paid or the Company has aside a sufficient amount to
pay them. The holders of Series A have voting rights that are identical to
the voting rights of holders of common stock. As part of the sale of these
shares, the purchaser shall have two representatives on the Company's Board of
Directors.(see Part III Item 9) The Company continues to use the proceeds to
accelerate development of new software products, to develop new markets for
its products and for working capital purposes.
The Company, as a result of new capital, continued sales of it's
software products to the sports industry, and renewal of its maintenance
support services, believes it will generate sufficient cash flow to meet its
current operating needs.
Management believes that inflation has not had a material impact on
its results of operations.
SUBSEQUENT EVENT
- ----------------
Management knows of no trends, or other demands, commitments, events
or uncertainties that will result in, or that are reasonably likely to result
in, a material impact on the income and expenses of the Company.
PRIVATE SECURITIES LITIGATION REFORM
- -------------------------------------
Certain statements in this Annual Report on Form 10-KSB which are not
historical facts are forward looking statements, such as statements relating
to future operating results, existing and expected competition, financing and
refinancing sources and availability and plans for future development or
expansion activities and capital expenditures. Such forward looking
statements involve a number of risks and uncertainties that may significantly
affect the Company's liquidity and results in the future and, accordingly,
actual results may differ materially from those expressed in any forward
looking statements. Such risks and uncertainties include, but are not limited
to, those related to effects of competition, leverage and dect service
financing and refinancing efforts, general economic conditions, changes in
gaming laws or regulations (including the legalization of gaming in various
jurisdictions) and risks related to development and construction activities.
ITEM 7. FINANCIAL STATEMENTS
- ------------------------------
The following financial statements are filed as part of this report:
1. Report of Independent Auditors;
2. Audited Consolidated Balance Sheet as of June 30, 1997;
3. Audited Consolidated Statements of Operations as of June 30,
1997 and 1996;
4. Audited Consolidated Statements of Cash Flow for the years
ended June 30, 1997 and 1996;
5. Audited Statement of Changes in Stockholders' Equity from July
1, 1995 through June 30, 1997;
6. Notes to Financial Statements.
All schedules are omitted since the required information is not
present or is not in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements
and notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------
Effective August 10, 1994, the Board of Directors of the Company
decided to change the Company's independent accountant. As discussed
elsewhere, the Company ceased its public reporting responsibility effective
June 1992. Previously, the independent accountant who was engaged as the
principal accountant to audit the Company's financial statements was KPMG Peat
Marwick LLP, which firm last audited the Company's 1991 financial statements.
KPMG Peat Marwick LLP's auditor's report on the consolidated financial
statements of Satellite Information Systems Company and subsidiary as of June
30, 1991 and 1990, and for each of the years in the three-year period ended
June 30, 1991 contained a separate paragraph stating that "the Company's net
loss for the year ended June 30, 1991, current liabilities in excess of
current assets as of June 30, 1991 and debt that is in default raise
substantial doubt about the Company's ability to continue as a going concern."
Other than the foregoing, none of the reports of KPMG Peat Marwick LLP on the
financial statements of the Company for fiscal 1991 or 1990, the last two (2)
years reported on by KPMG Peat Marwick LLP, contained any adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles. Nor have there been any disagreements
between the Company and KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
The Company has retained the accounting firm of HEIN + ASSOCIATES,
LLP, to serve as the Company's principal accountant to audit the Company's
financial statements. This relationship began August 10, 1994. Prior to its
engagement as the Company's principal independent accountant, HEIN +
ASSOCIATES, LLP had not been consulted by the Company either with respect to
the application of accounting principles to a specified transaction or the
type of audit opinion that might be rendered on the Company's financial
statements or on any matter which was the subject of any prior disagreement
between the Company and its previous certifying accountant.
<PAGE>
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
- -----------------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------
The name, position with the Company, age of each director and officer
and the period during which each director and/or officer has served are as
follows:
<TABLE>
<CAPTION>
Director and/or Executive
Name and Position in the Company Age Officer Since
- -------------------------------- --- -------------------------
<S> <C> <C>
Michael J. Ellis, 50 1985
Chairman of the Board,
President and CEO
Robert D.S. Turner, 57 1988
Director, Secretary
and Director of Marketing
Mark S. Boledovich 44 1987
Director, V.P. of
Field Operations
John R. Hart 38 1996
Director
Maxim C.W. Webb 36 1996
Director
- ----------------------------------
</TABLE>
MICHAEL J. ELLIS. Mr. Ellis has been Chairman of the Board, President
and Chief Executive Officer of the Company since February, 1985. Mr. Ellis
was a founder and the President of DI-SYS, Ltd., a wholly owned subsidiary of
the Company from December, 1982 to February, 1985.
ROBERT D.S. TURNER. Mr. Turner joined the Company as Director of
Marketing in February, 1990. On August 24, 1990, he was elected Secretary of
the Company. Prior to joining SISCOM, from January, 1989 to February, 1990,
Mr. Turner had been Branch manager of Structural Dynamics Research
Corporation, Englewood, Colorado, a manufacturer of computer software. From
February, 1982 to December, 1988, Mr. Turner was Western Regional Manager -
Federal Sales, for Calma Company, a wholly owned subsidiary of General
Electric, engaged in the design, manufacture and sale of high performance
graphic systems.
MARK S. BOLEDOVICH. Mr. Boledovich was with DI-SYS, Ltd., a wholly
owned subsidiary of SISCOM, since September, 1984, and became Vice President
of Field Operations for SISCOM in November, 1986. For four (4) years prior to
joining the Company, he was Operations Manger for TENTIME, a computer
timesharing service bureau.
JOHN R. HART. Mr. Hart was appointed to the Company's Board of
Directors in November 1996, in conjunction with the Global Equity Corporation
transaction. After graduating from Pomona College in 1982 with a B.A. degree
in Economics, he began his investment career with a firm which was a poineer
in developing computerized analytical systems for portfolio management and
trading. This led to a partnership in investment banking firm of Detwiler,
Ryan & Company, a partnership that specialized in providing merger and
acquisition advice and institutional portfolio management consultation
services. Mr. Hart is President, CEO, and a Director of PICO Holdings, Inc.,
a publicly traded corporation listed on the Nasdaq National Market System, as
well as various subsidiaries of PICO Holdings, Inc. He is also President, CEO
and a Director of Global Equity Corporation, a publicly traded corporation
listed on the Toronto Stock Exchange and the Montreal Exchange; and a Director
of PC Quote, Inc., a publicly traded corporation listed on the American Stock
Exchange.
MAXIM C. W. WEBB. Mr. Webb was appointed to the Company's Board of
Directors in November, 1996, in conjunction with the Global Equity Corporation
transaction. Mr. Webb currently serves as a Senior Investment Analyst with
Global Equity Corporation (f/k/a The Ondaatje Corporation), a Canadian
corporation having its principal offices in Toronto, Ontario, Canada. Mr.
Webb joined Global Equity Corporation in 1993, and was initially responsible
for setting up the Global Equity Corporation's Asian corporate finance
activities. Prior to going to Global Equity Corporation, he worked for KPMG
Peat Marwick in its London and Toronto offices with responsibilities for
managing a variety of client merger and acquisition, corporate disposal and
due diligence assignments. Mr. Webb graduated with a degree in Zoology from
London University in 1982 and qualified as a Chartered Accountant in 1987.
Prior directors Charles M. Powell and Anthony T. Accetta, who had
served as directors and agreed to continue to serve until successors could be
identified and elected, both voluntarily resigned during fiscal year 1997.
Mr. Powell and Mr. Accetta were replaced by Hart and Webb.
The executive officers of the Company are elected annually at the
first meeting of the Company's Board of Directors held after each annual
meeting of Shareholders. Each executive officer will hold office until his
successor is duly elected and qualified, until his resignation or until he
shall be removed in the manner provided by the Company's By-laws.
There were no family relationships among directors, executive
officers, or persons nominated or chosen by the Company to become a director
or executive officer, nor any arrangements or understandings between any
director or executive officer and any other person pursuant to which any
director or executive officer was elected as such.
During the past five years, no director or officer of the Company has:
(1) Filed or has had filed against him a petition under the federal
bankruptcy laws or any state insolvency law, nor has a receiver, fiscal agent
or similar officer been appointed by a, court for the business or property of
such person, or any partnership in which he was a general partner, or any
corporation or business association of which he was an executive officer at or
within two years before such filings;
(2) Been convicted in a criminal proceeding or is a named subject
of a pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining such person from, or
otherwise limiting his involvement in any type of business, securities or
banking activities.
(4) Been found by a court of competent jurisdiction in a civil
action, the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities or
commodities law, which judgment has not been reversed, suspended, or vacated.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires any person who owns more than ten percent of any class of any
equity security which is registered pursuant to Section 12 of the Exchange
Act, or who is a director or an officer of the issuer of such security, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Directors, officers, and greater than ten-
percent shareholders are also required by SEC regulation to furnish the issuer
of such securities with copies of all Section 16(a) reports filed.
Specific due dates for these reports have been established and the
Company is required to report any failure to file by these dates during the
last fiscal year. All of these filing requirements were satisfied by the
Company's directors, officers and 10% holders. In making these statements,
the Company has relied on the written representation of its directors and
officers or copies of the reports that they have filed with the Commission,
with copies to the Company.
ITEM 10. EXECUTIVE COMPENSATION
- ---------------------------------
The following tables and discussion set forth information with respect
to all plan and non-plan compensation awarded to, earned by or paid to the
Chief Executive Officer ("CEO"), and the Company's four (4) most highly
compensated executive officers other than the CEO, for all services rendered
in all capacities to the Company and its subsidiaries for each of the
Company's last three (3) completed fiscal years; provided, however, that no
disclosure has been made for any executive officer, other than the CEO, whose
total annual salary and bonus does not exceed $100,000.
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
- ----------------------------------
Annual Compensation(1) Awards
Payouts
--------------------------
- --------------------- -------
Other
All
Annual Restricted
Other
Name and Compen- Stock
LTIP Compen-
Principal Salary Bonus sation Award(s)
Options/ Payouts sation
Position Year ($) ($) ($)(2) ($)
SARs ($) ($)
- --------------- ------- -------- ----- --------- ----------
- -------- ------- ------
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
Michael J. Ellis 1997 120,000 -0- -0- -0-
- -0- -0- -0-
Chairman,
President, 1996 90,000 -0- -0- -0-
- -0- -0- -0-
and CEO
1995 90,000 -0- -0- -0-
- -0- -0- -0-
- -----------------------------
</TABLE>
(1) All executive officers of the Company participate in the Company's group
health insurance plan. However, no executive officer received
perquisites and other personal benefits which, in the aggregate, exceeds
the lesser of either $50,000 or 10% of the total annual salary and bonus
paid during the respective fiscal years.
1985 AND 1988 QUALIFIED AND 1987 NONQUALIFIED STOCK OPTION PLANS
- ----------------------------------------------------------------
The Company has two (2) qualified stock option plans (the "1985 and
1988 Plans") and a nonqualified stock option plan (the "1987 Plan") for the
benefit of the Company's officers, directors and key employees. Under the
1985 and 1988 Plans, 389,443 shares of the Company's common stock are
available for possible issuance. Under the 1987 Plan 190,000 shares of the
Company's common stock are available for possible issuance. The 1985 Plan
expires in November, 1995 and includes 259,443 reserved shares. The 1988 Plan
expires in November, 1998 and includes 130,000 reserved shares. Grants under
the Plans are to be issued at the fair market value of the shares on the date
of grant. In prior years, 32,500 options were granted pursuant to the 1987
Plan, all of which subsequently expired unexercised.
In June, 1993 and June, 1994, the Board of Directors granted
nonqualified stock options to two (2) directors/employees and one (former)
employee, to purchase an aggregate of 300,000 and 50,000 shares of the
Company's Common Stock at exercise prices of $.02 and $.20 per share,
respectively. The 300,000 options granted to two (2) directors/employees were
exercised during March, 1995.
In July, 1994, the Company appointed an outside director to the
Company's Board of Directors at which time the Company granted a nonqualified
stock option to this director to purchase 20,000 shares of common stock at an
exercise price of $.20 per share. The options have a term of five years and
are currently exercisable. As of the date of this Report, these options have
not been exercised.
In December, 1994, the Company appointed an outside director to the
Company's Board of Directors at which time the Company granted a nonqualified
stock option to this director to purchase 20,000 shares of common stock at an
exercise price of $.20 per share. The options have a term of five years and
are currently exercisable. As of the date of this Report, these options have
not been exercised.
In December, 1994, the Company retained a third party consultant to
serve as a business advisor at which time the Company granted a nonqualified
stock option to this individual to purchase 20,000 shares of common stock at
an exercise price of $.20 per share. The options have a term of five years
and are currently exercisable. As of the date of this Report, these options
have not been exercised.
In fiscal 1995, the Company granted non-qualified stock options
exercisable to purchase up to 300,000 shares of common stock at an exercise
price of $.20 per share, including 40,000 option to two directors. The
options have a term of five years and are all currently exercisable.
During fiscal 1996, the Company granted 157,500 nonqualified stock
options to purchase common stock at exercise prices of $.28 - $.50 per share,
including 50,000 options to directors and 75,000 options to a former officer.
All options have a term of five years and all but 15,000 are currently
exercisable (which expired upon termination of an employee). In July 1996,
the Company authorized the issuance of an additional 120,000 shares at $.34
per share to a consultant, which will expire in July 1999.
<PAGE>
1989 QUALIFIED STOCK PURCHASE PLAN
- ----------------------------------
In 1989, the Company adopted an Employee Qualified Stock Purchase Plan
(the "1989 Plan"). All full time employees of the Company who have completed
six (6) months of employment and own less than five percent (5%) of the
Company's common stock are eligible to participate in the 1989 Plan. The 1989
Plan makes available to eligible employees who elect to participate through
payroll deductions 60,000 shares of the Company's authorized but unissued
shares of common stock. As of the date of this Registration Statement, 2,000
of these shares had been purchased under the 1989 Plan. The purchase price of
the common stock purchased under the 1989 Plan is equal to eighty-five percent
(85%) of the average of the high and low trading prices of the Company's
common stock on the first or last business days of a six-month subscription
period, whichever is lower.
1994 STOCK INCENTIVE PLAN
- -------------------------
On October 24, 1994, the Board of Directors of the Company approved
and adopted a Stock Incentive Plan (the "1994 Plan"), subject to shareholder
approval. Information with respect to the 1994 Plan appears in the Company's
Proxy Statement delivered to and approved by shareholders in conjunction with
a Special Meeting of Shareholders on October 23, 1995. The Company granted
825,000 options under the Plan of which 760,000 remain outstanding, the
remainder having expired with employee terminations. In June 1996, the
Company granted employees options to purchase in aggregate, 500,000 shares of
common stock at an exercise price of $.34 to $.374 per share including options
to the Company president to purchase 100,000 shares. The options have a term
of seven years. One-half of these options are currently exercisable and the
other half vest ratably over three years. As these recent grants are in
excess of the amount reserved for issuance under the 1994 Plan, they will
require additional shareholder approval. If approval is not obtained, such
options will remain outstanding as nonqualified stock options.
The following table sets forth certain information concerning the
exercise of incentive stock options during the last completed fiscal year by
each of the named executive officers and the fiscal year-end value of
unexercised options on an aggregated basis:
<TABLE>
TABLE 2
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR
AND FY-END OPTION/SAR VALUES
- ----------------------------------------------------
<CAPTION>
Value of
Number of
Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End
(#) at FY-End ($) (1)
Shares Acquired Value Realized
Exercisable Exercisable/
Name on Exercise (#) ($)
(Unexercisable) Unexercisable
- ---------------- --------------- --------------
- --------------- -----------------
<S> <C> <C> <C>
<C>
Michael J. Ellis -0- $-0- 483,332
$17,500 (2)
(116,668)
- ------------------------------
</TABLE>
(1) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options.
(2) Mr. Ellis has 500,000 and 100,000 options exercisable at $.22 and $.374
per share respectively. The fair market value of the securities
underlying
Mr. Ellis' options at fiscal year end was $.225 per share based upon the
average of the closing bid and ask prices of the Common Stock as quoted
on
the OTC Electronic Bulletin Board. Accordingly, at fiscal year end, Mr.
Ellis' options were worth $0.35 and $0.00 per share respectively or
$17,500 in total.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The following table sets forth, as of September 24, 1996, and as adjusted
for the sale of Option Stock, the stock ownership of each person known by the
Company to be the beneficial owner of five (5%) percent or more of the
Company's common stock, all directors individually and all directors and
officers of the Company as a group. Each person has sole voting and
investment
power with respect to the shares shown, except as noted.
<TABLE>
<CAPTION>
Name & Address Shares Beneficially Owned
of Beneficial Owner Number Percent (1)
- ------------------- ------- -----------
<S> <C> <C>
Michael J. Ellis (2)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 1,287,160 23.06%
C.M. Capital Corporation
525 University Ave., Suite 1500
Palo Alto, California 94301 700,000 13.73%
Robert D.S. Turner (6)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 156,832 3.04%
Mark S. Boledovich (7)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 333,332 6.37%
Maxim C.W. Webb
875 Prospect Street, Suite 301
La Jola, California 92037 4,000,000 43.97%
John R. Hart
875 Prospect Street, Suite 301
La Jolla, California 92037 4,000,000 43.97%
All Officers and Directors
as a Group (5 Persons) 5,777,324 55.71%
</TABLE>
(1) Shares not outstanding but beneficially owned by virtue of the
individuals' right to acquire them as of the date of this Report, or
within sixty (60) days of such date, are treated as outstanding when
determining the percent of the class owned by such individual and when
determining the percent of the class owned by the group.
(2) Includes Incentive Stock Options exercisable to acquire up to 416,666
shares and 66,666 shares of the Registrant's Common Stock at an exercise
price of $.22 and $.374 per share, respectively. Does not include
Incentive Stock Options exercisable to acquire up to 83,334 shares and
34,334 shares of the Registrant's Common Stock at an exercise price of
$.22 and $.374 per share, respectively, which Options are subject to
future vesting.
(3) Includes Incentive Stock Options exercisable to acquire up to 20,832 and
36,000 shares of the Registrant's Common Stock at an exercise price of
$.20 and $.34 per share, respectively. Does not include Incentive Stock
Options exercisable to acquire up to 4,168 shares and 18,000 shares of
the
Registrant's Common Stock at an exercise price of $.22 and $.374 per
share, respectively, which Options are subject to future vesting.
(4) Does not include Incentive Stock Options exercisable to acquire up to
100,000 and 75,000 shares of the Registrant's Common Stock at an exercise
price of $.20 and $.34 per share, respectively. Does not include
Incentive Stock Options exercisable to acquire up to 16,668 shares and
25,000 shares of the Registrant's Common Stock at an exercise price of
$.22 and $.374 per share, respectively, which Options are subject to
future vesting
(5) Consists of 4,000,000 shares of the Company's Convertible Preferred Stock
beneficially owned by Global Equity Corporation, a Canadian corporation
(Global). Messrs. Webb and Hart currently serve as executive officers of
Global, and Mr. Hart also serves as a director of Global, and, as such,
both would be deemed to exercise voting and investment control with
respect to the shares of Preferred Stock owned by Global. Messrs. Webb
and Hart each disclaim beneficial ownership of the shares of Preferred
Stock owned by Global for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
In February, 1995, the Company formed a subsidiary corporation. The
new venture, Event Marketing Systems International, Inc. (EMSI, Inc.), markets
software and harware products to the sports industry. EMSI, Inc. is owned 80%
by SISCOM and 20% by four individuals. The four individual owners include
Michael J. Ellis, who is also the president and founder of SISCOM, Cord
Periera, who is executive vice president of Diamond Sports, Douglas Piper, co-
founder and president of S.R.O. Partners, and Kenneth Wilson, president of
Wilson Sports Marketing.
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
- ----------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------
The following financial statements are filed as part of this report:
1. Report of Independent Auditors;
2. Audited Consolidated Balance Sheet as of June 30, 1997;
3. Audited Consolidtaed Statements of Operations as of June 30,
1997 and 1996;
4. Audited Consolidated Statements of Cash Flow for the years
ended
June 30, 1997 and 1996;
5. Audited Statement of Stockholders' Equity for the period from
July 1, 1995 through June 30, 1997;
6. Notes to Financial Statements.
EXHIBITS
- --------
The following Exhibits are filed as part of this Report pursuant to
Item 601 of Regulation S-B:
Exhibit No. Title
- ----------- -----
*2.1 Amended and Restated Articles of Incorporation
*2.1a Articles of Amendment to Articles of Incorporation
*2.2 Certificate of Trade or Assumed Name
*2.3 By-laws
*3.1 Specimen Common Stock Certificate
*3.2 1987 Non-Statutory Stock Option Plan
*3.3 1988 Incentive Stock Option Plan, incorporated by reference from the
Company's Registration Statement on Form S-8 filed with the
Commission in June, 1989
*3.4 1989 Employee Qualified Stock Purchase Plan, incorporated by
reference from the Company's Registration Statement on form S-8 filed
with the Commission in March, 1990
*3.5 1994 Stock Incentive Plan
*5.0 Lease Agreement
*10.1 Cross-Receipt between the Company and C.M. Capital Corporation
*16.1 Letter on Change in Certifying Accountant
_________________________________
* Incorporated by reference from the Company's General Form for Registration
of Securities of Small Business Issuers on Form 10-SB, as amended, SEC file
number 0-12541.
REPORTS ON FORM 8-K
- -------------------
The Registrant did not file any Current Reports on Form 8-K during the
Fourth Quarter ended June 30, 1997.
<PAGE>
<PAGE>
SISCOM, INC. AND SUBSIDIARY
Consolidated Financial Statements
For the Years Ended
June 30, 1997 and 1996
<PAGE>
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheet - June 30, 1997 . . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations - For the Years Ended June 30, 1997 and
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statement of Stockholders' Equity - For the Period from July 1,
1995 through June 30, 1997 . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows - For the Years Ended June 30, 1997 and
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . F-7
<PAGE>
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
SISCOM, Inc.
Boulder, Colorado
We have audited the accompanying consolidated balance sheet of SISCOM, Inc.
and Subsidiary as of June 30, 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended June 30,
1997 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of SISCOM,
Inc. and Subsidiary as of June 30, 1997, and the results of their operations
and their cash flows for the years ended June 30, 1997 and 1996 in conformity
with generally accepted accounting principles.
Hein + Associates llp
Denver, Colorado
September 2, 1997
<PAGE>
<PAGE>
<TABLE>
SISCOM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
<CAPTION>
<S> <C>
ASSETS
- ------
Current Assets:
Cash and cash equivalents $ 171,300
Accounts receivable trade, less allowance for
doubtful accounts of $10,000 218,100
Inventory 27,900
Prepaid expenses 1,200
------------
Total current assets 418,500
Property and Equipment:
Computer equipment 681,100
Office furniture and equipment 59,300
Less accumulated depreciation (448,000)
------------
Net property and equipment 292,400
Software Development Costs, net of accumulated
amortization of $2,226,200 358,900
Other Assets 3,600
------------
Total Assets $ 1,073,400
============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $ 37,400
Accrued liabilities and other 42,600
Unearned revenue 181,000
------------
Total current liabilities 261,000
Minority Interest 2,200
Stockholders' Equity:
Preferred stock, no par value, 96,000,000
shares authorized; none issued -
Series A convertible preferred stock,
no par value, 4,000,000 shares authorized,
issued and outstanding 1,000,000
Common stock, no par value; 100,000,000
shares authorized; 5,097,687 shares issued
and outstanding1,938,900
Accumulated deficit (2,128,700)
------------
Total stockholders' equity 810,200
------------
Total Liabilities and Stockholders' Equity $ 1,073,400
============
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
SISCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For the Years Ended
June 30,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Net Revenues:
Software and related services $ 713,600 $ 785,900
Hardware 124,600 186,500
------------ ------------
Total revenues 838,200 972,400
Costs and Expenses:
Costs of sales 467,000 602,200
Operating, general and administrative 522,600 428,400
Depreciation 89,600 42,300
Minority interest (2,500) 2,900
------------ ------------
Total expenses 1,076,700 1,076,800
------------ ------------
Other Income -
Interest income 20,100 -
------------ ------------
Net Loss $ (218,400) $ (103,400)
============= =============
Net Loss Per Common Share $ (0.04) $ (0.02)
============= =============
Weighted Average Common Shares Outstanding 5,074,000 5,014,000
============= =============
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
SISCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 1, 1995 THROUGH JUNE 30,
1997
<CAPTION>
Total
Preferred Stock Common Stock Treasury
Stock Stock-
- --------------------------------------------------------------------Accumulate
dholders'
Shares Amount Shares Amount Shares
Amount Deficit Equity
----------- ---------- --------- -------------------
- ---------- -----------------------
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
Balances, July 1, 1995 - - 5,086,395$2,083,400 93,708
$(172,000)$(1,806,900)$ 104,500
Retirement of treasury
stock - - (93,708) (172,000) (93,708)
172,000 - -
Issuance of stock to an
officer for services
and cash - - 75,000 20,000- -
20,000
Net loss - - - - -
- (103,400) (103,400)
--------- ---------- ----------------------------
- -------------------- ----------
Balances, June 30, 1996 - - 5,067,687 1,931,400 -
- (1,910,300) 21,100
Proceeds from exercise
of warrants - - - 7,500 -
- - 7,500
Issuance of preferred
stock 4,000,000 1,000,000 30,000 - -
- - 1,000,000
Net loss - - - - -
- (218,400) (218,400)
--------- ---------- ----------------------------
- -------- ----------------------
Balances, June 30, 1997 4,000,000 $1,000,000 5,097,687$1,938,900 - $
- $(2,128,700)$ 810,200
========= ========== =================== ========
======= ======================
</TABLE>
See accompanying notes to these consolidated financial
statements.<PAGE>
<PAGE>
<TABLE>
SISCOM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the Years Ended
June 30,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (218,400) $ (103,400)
Adjustments to reconcile net loss to net cash
from operating activities:
Depreciation and amortization 282,600 197,600
Issuance of common stock for services - 15,000
Minority interest (2,500) 2,900
Loss on impairment of asset 25,000 -
Changes in operating assets and
liabilities:
Receivables (184,200) 134,300
Inventories (6,000) (21,900)
Prepaid expenses and other 1,800 21,800
Accounts payable (137,300) 13,100
Accrued liabilities (137,300) 63,700
Unearned revenue (12,500) (50,200)
------------- -------------
Net cash (used in) provided by
operating activities (388,800) 272,900
Cash Flows from Investing Activities:
Capital expenditures (281,700) (26,300)
Capitalized software development costs (254,700) (221,500)
------------- -------------
Net cash used in investing activities (536,400) (247,800)
Cash Flows from Financing Activities:
Net proceeds from exercise of common
stock options 7,500 -
Proceeds from issuance of common stock - 5,000
Proceeds from issuance of preferred stock 1,000,000 -
------------- -------------
Net cash provided by financing activities 1,007,500 5,000
Net Increase in Cash 82,300 30,100
Cash and Cash Equivalents, at beginning of
period 89,000 58,900
Cash and Cash Equivalents, at end of period $ 171,300 $ 89,000
============ ============
</TABLE>
See accompanying notes to these consolidated financial statements.<PAGE>
<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION - SISCOM, Inc.
(SISCOM) was incorporated in the State of Colorado on September 29, 1982.
SISCOM operates as a software development company that provides computer
based products and services to the electronic media and sports industry.
In 1995, SISCOM formed a new subsidiary, called Event Marketing Systems
International, Inc. (EMSI). Operations of EMSI were insignificant in
1996 and 1997. The consolidated financial statements include the
accounts of SISCOM and EMSI. SISCOM and EMSI are collectively referred
to as the "Company." All significant intercompany accounts and
transactions have been eliminated in consolidation.
INVENTORY - Inventory consists of finished goods. The cost of finished
goods is based on specific identification.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
Depreciation of property and equipment is calculated using the straight-
line method over the estimated useful lives of the respective assets
(approximately 5 years). The cost of normal maintenance and repairs is
charged to operating expenses as incurred. Material expenditures which
increase the life of an asset are capitalized and depreciated over the
estimated remaining useful life of the asset. The cost of property and
equipment sold, or otherwise disposed of, and the related accumulated
depreciation or amortization are removed from the accounts, and any gains
or losses are reflected in current operations.
SOFTWARE DEVELOPMENT COSTS - The Company capitalizes costs of producing
software to be sold, leased, or otherwise marketed, incurred subsequent
to establishing technological feasibility in accordance with Financial
Accounting Standards Statement No. 86.
Amortization of capitalized software development costs is computed on a
product-by-product basis. The annual amortization is the greater of the
amount computed using the ratio of current gross revenue for a product to
the total of current and anticipated future gross revenue for that
product or the straight-line method, not to exceed three years. In
addition, management periodically compares the unamortized capitalized
costs for each product to the net realizable value of that product. The
amount by which the unamortized capitalized costs exceed the net
realizable value is charged to operations.
The total amount charged to expense in the statements of operations for
amortization of capitalized software costs which is included in cost of
sales was $193,000 and $155,300 for the years ended June 30, 1997 and
1996, respectively. Total amounts charged to research and development
for software development was $3,600 and $14,400 for the years ended
June 30, 1997 and 1996, respectively.
Costs incurred in researching, designing and planning for the development
of new software are classified as research and development expenses and
are charged to operations as incurred. Such amounts have been immaterial
for the periods presented.
UNEARNED REVENUE - Unearned revenue primarily represents payments
received on deferred maintenance contracts that has not been earned. The
amounts are amortized into revenue on a monthly basis, using the
straight-line method, over the life of the contract.
REVENUE RECOGNITION - Revenue from the sale of computer equipment and the
licensing of the Company's proprietary software to end users,
predominantly in the broadcast and sports industries, is recognized when
the software is delivered and the Company has substantially performed all
material obligations relating to the sale agreement and collectibility is
deemed probable by management. Revenue from software services is
recognized ratably over its contractual period or as the services are
performed.
Costs for maintenance and customer support are charged to expense when
the related revenue is recognized or when those costs are incurred,
whichever occurs first.
INCOME TAXES - The Company accounts for income taxes on the liability
method. Deferred tax assets and liabilities are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
NET LOSS PER COMMON SHARE - Net loss per common share is calculated using
the weighted average number of common shares outstanding plus dilutive
common stock equivalents as calculated under the treasury stock method.
For fiscal 1997 and 1996, common stock equivalents have been excluded
because their effect is antidilutive.
STATEMENT OF CASH FLOWS - For purposes of the statement of cash flows,
the Company considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash equivalents. The
Company paid no income taxes during the two year period ended June 30,
1997. Cash paid for interest was $3,600 and $3,200 for the years ended
June 30, 1997 and 1996, respectively.
USE OF ESTIMATES - The preparation of the Company's consolidated
financial statements in conformity with generally accepted accounting
principles requires the Company's management to make estimates and
assumptions that affect the amounts reported in these financial
statements and accompanying notes. Actual results could differ from
those estimates.
The Company's financial statements are based upon certain significant
estimates, including the recoverability of software development costs and
property and equipment. Due to the uncertainties inherent in the
estimation process, it is at least reasonably possible that these
estimates could materially change within the next year.
FINANCIAL INSTRUMENTS - Statement of Financial Accounting Standards
No. 107 requires all entities to disclose the fair value of certain
financial instruments in their financial statements. Accordingly, at
June 30, 1997, management's best estimate is that the carrying amount of
cash and equivalents, receivables, accounts payable, and accrued expenses
approximate fair value due to the short maturity of these instruments.
IMPAIRMENT OF LONG-LIVED ASSETS - During the year ended June 30, 1997,
the Company adopted Financial Accounting Standards Board Statement 121
"Impairment of Long-Lived Assets" (FAS 121). In the event that facts and
circumstances indicate that the cost of assets or other assets may be
impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the asset's carrying
amount to determine if a write-down to market value or discounted cash
flow value is required. Adoption of FAS 121 increased the net loss for
the year ended June 30, 1997 by $25,000.
STOCK-BASED COMPENSATION - During the year ended June 30, 1997, the
Company adopted Financial Accounting Standards Board Statement 123
"Accounting for Stock-Based Compensation" (FAS 123). FAS 123 encourages,
but does not require, companies to recognize compensation expense for
grants of stock, stock options, and other equity instruments to employees
based on fair value. Companies that do not adopt the fair value
accounting rules must disclose the impact of adopting the new method in
the notes to the financial statements. Transactions in equity
instruments with non-employees for goods or services must be accounted
for on the fair value method. The Company has elected not to adopt the
fair value accounting prescribed by FAS 123 for employees, and is subject
only to the disclosure requirements prescribed by FAS 123.
2. STOCKHOLDERS' EQUITY:
--------------------
PREFERRED STOCK - The Company has authorized 100,000,000 shares of
preferred stock. On September 9, 1996, the Company issued
4,000,000 shares of no par value Series A convertible preferred stock
(Series A) to an investor for consideration of $1,000,000. Series A has
noncumulative dividends at an annual rate of $.0175 per share, which will
only be paid out of the net profits or surplus of the Company as
determined by the Board of Directors. At June 30, 1997, no dividends
were declared or payable. No dividends will be paid on the common stock,
no distributions will be made on the common stock, and no shares of
common stock will be redeemed, retired, or otherwise acquired for
valuable consideration until all declared dividends on the Series A have
been paid, or the Company has set aside a sufficient amount to pay them.
The Series A has a liquidation preference of $.25 per share. The total
liquidation preference was $1,000,000 at June 30, 1997. The holders of
Series A have voting rights that are identical to the voting rights of
holders of common stock. At the option of the holder, the shares of
Series A are convertible into shares of the Company's common stock on a
one-for-one basis. The Series A is only convertible during the period
commencing the earlier of one year from the date of issuance, or the
effective date of a registration statement registering for sale the
shares of common stock issuable upon conversion of the Series A, and
ending three years from the date of issuance. Holders of Series A have
the right to demand that the Company file a registration statement to
register for sale the shares of common stock received upon conversion.
All costs of such registration shall be paid by the Company. Conversion
values shall be adjusted for stock splits and combinations.
As part of the sale of the Series A shares, two representatives of the
purchaser replaced two representatives on the Company's Board of
Directors. Furthermore, among other things, the Company shall not issue
new common stock or stock options or incur additional debt without the
approval of the designated representatives of the Series A holders.
STOCK ISSUANCES - In June 1994, the Company sold 440,000 units for
$110,000. Each unit consisted of one share of the Company's common stock
and one common stock purchase warrant (warrant). Each warrant is
exercisable through June 1999 to purchase one additional share of the
Company's common stock at an exercise price of $1.00 per share.
In November 1994, the Company sold 200,000 units for $50,000. Each unit
consisted of one share of the Company's common stock and one common stock
purchase warrant. Each warrant is exercisable through November 1999 to
purchase one additional share of the Company's common stock at an
exercise price of $1.00.
In January 1995, the Company borrowed $60,000 in the form of two bridge
loans to be repaid from the proceeds of its anticipated May 1995 private
placement. These loans carried an interest rate of 12% per annum and a
one-year maturity. As part of the transaction, the lenders also received
warrants to purchase 60,000 shares of common stock exercisable through
January 1998 at an exercise price of $.25 per share. These loans have
been repaid.
In May 1995, the Company completed a private placement offering of
490,000 units at $.50 per unit for a total of $245,000 less issuance
costs of $19,000. Each unit consisted of one share of restricted common
stock and one common stock purchase warrant exercisable through
January 1998 at an exercise price of $1.00 per share. In September 1995,
the Company granted a warrant to purchase 49,000 units at $.50 per unit
to certain persons who assisted in this offering. The warrant is
exercisable through April 2000.
<TABLE>
<CAPTION>
Warrants Prices
<S> <C> <C>
Warrants outstanding are as follows:
June 1994 offering 440,000 $ 1.00
November 1994 offering 200,000 1.00
January 1995 bridge loan 30,000 .25
May 1995 offering 490,000 1.00
May 1995 offering 49,000 1.00
--------- ------
1,209,000
=========
</TABLE>
In fiscal 1996, the Company sold 75,000 shares to an officer for $5,000
in cash and services. The Company valued the services at $15,000 for
financial reporting purposes based on the trading price of the Company's
common stock and the difference was recorded as an expense.
In 1989, the Company adopted an Employee Qualified Stock Purchase Plan
(`89 Plan). All full time employees of the Company who have completed
six months of employment and own less than five percent of the Company's
common stock are eligible to participate in the `89 Plan. The `89 Plan,
makes available 60,000 shares of the Company's authorized but unissued
shares of stock. As of June 30, 1996, 2,000 shares had been purchased
under the `89 Plan. The purchase price of the common stock purchased
under the `89 Plan will generally be 85% of the market value of the
Company's common stock.
STOCK OPTION PLAN - In 1987, the Company adopted a nonqualified stock
option plan (the "87 Plan") which 157,500 shares of the Company's common
stock reserved for issuance. The 87 Plan expires in 1997. In 1988, the
Company adopted a qualified stock plan (the "88 Plan") which has
130,000 shares of the Company's stock reserved for issuance. The 88 Plan
expires in 1998. As of June 30, 1997, there were no options outstanding
under the 87 Plan or the 88 Plan.
In 1995, the Company's shareholders approved a stock incentive plan (the
"Plan"). Under the Plan, the Company is authorized to grant options for
an aggregate of shares of the Company's common stock. A total of
1,500,000 shares of the Company's common stock has been reserved for
issuance under the Plan. The Stock Option activity for the years ended
June 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
Non-Qualified Qualified
----------------- ------------------
Weighted Weighted
Average Average
Number Price Number Price
of Per of Per
Shares Share Options Share
-------- ----- ---------- -----
<S> <C> <C> <C> <C>
Outstanding, July 1, 1995 350,000 $.20 825,000 $.21
Granted 157,500 .35 500,000 .35
Expired (15,000) .34 (65,000) .20
------- ---------
Outstanding, June 30, 1996 492,500 .24 1,260,000 .27
Granted 120,000 .34 50,000 .67
Exercised - -
Expired (225,000) .28 (142,000) .41
------- ---------
Outstanding, June 30, 1997 387,500 .25 1,168,000 .27
======= =========
</TABLE>
The 1,555,500 options outstanding at June 30, 1997 had exercise price
ranging from $.20 to $.67, and become exercisable as follows:
<TABLE>
<CAPTION>
Exercisable Weighted
In Year Number Average
Ended Of Exercise
June 30, Options Price
-------- ------------ --------
<S> <C> <C> <C>
1997 1,308,528 $.25
1998 170,639 .30
1999 76,333 .42
</TABLE>
For options granted during the years ended June 30, 1997 and 1996, the
weighted average market price of the Company's common stock was
approximately equal to the weighted average exercise price. The weighted
average remaining contractual life for all options outstanding at
June 30, 1997, was approximately __ years. If not previously exercised,
options outstanding at June 30, 1997 will expire as follows:
<TABLE>
<CAPTION>
Exercisable Weighted
In Year Number Average
Ended Of Exercise
June 30, Options Price
-------- ------------ --------
<S> <C> <C> <C>
1999 50,000 $.20
2000 830,000 $.23
2001 107,500 $.37
2002 260,000 $.20
2003 258,000 $.34
2004 50,000 $.67
</TABLE>
PRO FORMA STOCK-BASED COMPENSATION DISCLOSURES - The Company applies APB
Opinion 25 and related interpretations in accounting for stock options
granted to employees and directors. Accordingly, no compensation cost
has been recorded for grants of options to employees and directors where
the exercise price is not less than the fair market value of the
Company's common stock on the measurement date. Had compensation cost
been determined using the fair value method pursuant to FAS 123, the
Company's net loss and net loss per share would have increased to the pro
forma amounts indicated in the following table:
<TABLE>
<CAPTION>
For the Years Ended
June 30,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Net loss
As reported $ (219,400) $ (103,400)
Pro forma (246,900) (218,900)
Net loss per common share
As reported $ (.04) $ (.02)
Pro forma (.05) (.04)
</TABLE>
The fair value of all options granted was estimated as of the date of
grant using the Black-Scholes option pricing model using the following
weighted average assumptions:
<TABLE>
<CAPTION>
For the Years Ended
June 30,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Estimated fair value per option $.23 $.29
Expected volatility 102% 102%
Risk-free interest rate 7% 7%
Expected dividends - -
Expected term (in years) 7 6.5
</TABLE>
3. INCOME TAXES:
------------
The net deferred tax asset (liabilities) is comprised of the following at
June 30, 1997:
<TABLE>
<CAPTION>
<S> <C>
Long-Term
---------
Deferred tax asset (liability):
Net operating loss carryforward and general
business tax credit $ 1,746,000
Capitalized software basis differences (134,000)
-----------
Net deferred tax asset 1,612,000
Less valuation allowance (1,612,000)
----------
$ -
==========
</TABLE>
The Company has accumulated net operating loss carryforwards of
approximately $4,300,000 for income tax purposes as of June 30, 1997.
The Company also has general business tax credit carryforwards of
$139,000. These amounts expire periodically through 2012 if not utilized
sooner. The Company's effective tax rate for the years ended June 30,
1997 and 1996 was 0% due to the Company's net losses for those years.
The change in the valuation allowance from June 30, 1996 to June 30,
1997, was entirely due to the change in the net deferred tax assets.
4. RETIREMENT PLAN:
---------------
The Company has established a defined contribution retirement plan.
Employees obtain eligibility in the plan after one year of service.
Eligible employees are allowed to defer a portion of their pay up to the
lesser of (i) the maximum amount allowed pursuant to IRS regulations or
(ii) 15% of their annual salary. The Company may match up to 50% of
employee contributions, limited to the smaller of 6% of an employee's
salary or 10% of the Company's pretax earnings. The Company made no
matching contributions to the plan for fiscal years 1997 or 1996.
Participants are entitled, upon termination or retirement, to their
vested portion of the retirement fund assets.
5. MAJOR CUSTOMERS AND SIGNIFICANT CONCENTRATIONS OF CREDIT RISK:
-------------------------------------------------------------
As a result of large turnkey software sales, which included hardware,
software, and related services, the following customers comprised greater
than 10% of total revenue:
<TABLE>
<CAPTION>
For the Years Ended
June 30,
--------------------------------
CUSTOMER 1997 1996
-------- ------------- -------------
<S> <C> <C>
A 36% 10%
</TABLE>
Substantially, all revenues and receivables are derived from sales to the
electronic media and sports industries. The Company's customers are
generally geographically located in the United States. At June 30, 1997,
the Company had accounts receivable of approximately $176,500 due from
two customers, including $93,600 due from customer "A" listed above.
Financial instruments that subject the Company to concentrations of
credit risk consist primarily of trade receivables. Trade receivables
are generally not collateralized.
6. COMMITMENTS:
-----------
OFFICE LEASE - The Company leases its office space under a noncancellable
operating lease which expires on August 31, 1998. Total rental expense
was $40,100 and $38,300 for the years ended June 30, 1997 and 1996,
respectively. Non-cancelable future minimum lease commitments under this
lease are as follows:
<TABLE>
<CAPTION>
Year
Ended
June 30,
--------
<S> <C> <C>
1998 $ 40,500
1999 6,800
--------
$ 47,300
========
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Annual
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SISCOM, INC.
Date: 10/14/97 By: /s/ Michael J. Ellis
-----------------------------------------------------
Michael J. Ellis,
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature: Position: Date:
/s/ Michael J. Ellis Chairman of the Board, 10/14/97
- ------------------------- President and Chief
Michael J. Ellis Executive Officer
/s/ Mark S. Boledovich Director, Acting Chief 10/14/97
- ------------------------- Financial Officer
Mark S. Boledovich
/s/ Robert D. S. Turner Director 10/14/97
- -------------------------
Robert D. S. Turner
/s/ Maxim C.W. Webb Director 10/14/97
- -------------------------
Maxim C.W. Webb
/s/ John R. Hart Director 10/14/97
- -------------------------
John R. Hart
