UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended March 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 0-12196
PREMIS Corporation
(Exact name of small business issuer as specified in its charter)
Minnesota 41-14240202
(State or other jurisdiction of (IRS EmployerIdentification No.)
incorporation or organization)
13220 County Road 6, Plymouth, Minnesota 55441
(Address of principal executive office)
(612) 550-1999
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.01 par value
(Title and class)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10KSB
or any amendment to this Form 10-KSB. [X]
Issuer's revenues for its most recent fiscal year. $8,750,478
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant as of June 20, 1997 was $8,007,315, based on the closing sale price
for the Company's Common Stock on that date as reported on the Nasdaq National
Market. For purposes of determining this number, all officers and directors of
the Registrant are considered to be affiliates of the Registrant, as well as
individual shareholders holding more than 10% of the Registrant's outstanding
Common Stock. This number is provided only for the purpose of this report on
Form 10-KSB and does not represent an admission by either the Registrant or any
such person as to the status of such person.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's definitive
Proxy Statement for the Registrant's Annual Meeting of Stockholders to be held
August 6, 1997 for the year ended March 31, 1997, a definitive copy of which
the Registrant anticipates will be filed on or about July 9, 1997, are
incorporated by reference in Part III.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART 1
ITEM 1. Description of Business.
PREMIS Corporation (the "Company" or "PREMIS") develops, markets and supports a
line of industry-specific information management software systems designed to
assist businesses with management of their day-to-day operations and long-term
strategic planning. The Company's proprietary software products are typically
sold in combination with POS terminals, PC workstations and client/server
hardware. The Company's turn-key systems provide an enterprise-wide solution to
the information needs of multi-store specialty and general merchandise
retailers and includes a variety of integrated functions such as:
- - point of sale data collection and management review of transactions
- - "real time" sales analysis reporting by store, product, customer or
salesperson
- - individual store stock positions and enterprise inventory tracking
- - purchasing and order tracking
- - merchandise management
- - store to head office communications
- - electronic data interface for online ordering from vendors and customers
- - debit and credit authorization
- - intranet communications connections between stores and main corporate
office
The Company's strategy is to develop leading-edge, industry-specific software
systems to collect business information, analyze the collected data and provide
concise, meaningful reports to individuals within an organization. PREMIS
initially developed software products targeted toward food brokers and
specialty food distribution companies. In 1994, PREMIS entered the
specialtyretail market when it acquired the exclusive marketing rights for a
software system which assists with the back office and headquarters management
functions of multi-store specialty retail chains. Since that time, PREMIS has
continued to enhance the applications and improve the functionality of its
software products and has evolved from a provider of single application
specialty software into a turn-key vendor of enterprise-wide information
management systems. In January 1997, the Company licensed (with an option to
purchase) its software products for the food distribution market, thus
furthering its focus on retail automation solution
In October 1996, as part of its strategy to provide end-to-end management
information solutions, PREMIS acquired REF Retail Systems Corporation ("REF"),
a Toronto-based developer of Windows NT(tm) based retail management software
and systems. New OpenEnterprise retail software combines an easy-to-use POS
transaction processing interface with sophisticated data analysis and
information reporting capabilities. The Windows graphical user interface
significantly reduces the cost of training cashier personnel and shortens the
time required to process a sale. This software is designed to accelerate
information access and provide a wide variety of management reports on a "real
time" basis to various levels of an organization. The sophisticated data
acquisition and processing features of the products positions the Company's
systems to satisfy the needs of the total retail market. Management believes
the acquisition will broaden the Company's marketing and contribute a higher
level of technology and functionality for its products.
INDUSTRY OVERVIEW
Over the past two decades, many businesses have significantly increased their
use of software products and computer systems to automate tasks and improve the
efficiency of their day-to-day operations and long-term strategic planning.
Historically, most businesses purchased software tools specifically designed to
address a particular task or function of their operations. Most of these
software tools were engineered by different software companies and,
consequently, each tool had difficulty communicating data it gathered to the
other systems. The need for fast and reliable data transfer between various
business functions created a demand for software and hardware solutions which
integrated the independent business functions of an organization. In response,
firms like the PREMIS have expanded the functionality of their software
products to integrate a wide variety of independent tasks within a particular
business. These software systems allow data from one business function to be
available to any other function, thereby creating an enterprise-wide information
managment system. Company-wide portability provides critical information to a
wide variety of personnel within an organization to more effectively and
efficiently manage day-to-day activities, as well as long-term strategic
objectives.
MULTI-STORE SPECIALTY RETAIL CHAIN MARKET
The multi-store specialty retail chain market is comprised of approximately
14,000 chain headquarters controlling roughly 250,000 stores. This market
includes apparel and accessory stores, gift and novelty stores and sporting
goods stores. Although the number of specialty retail stores has not shown
consistent growth, there are always individual store chains which are expanding
and new chains which are emerging. PREMIS has found that as specialty retail
chains expand, even those that historically developed their own information
management systems migrate toward outside vendors because they lack technical
expertise necessary to support rapidly evolving and changing information
management technologies. Although specialty retailers historically have
computerized POS data, many have not integrated their POS software with their
"back office" or headquarters systems. This lack of integration of the back
office and headquarters systems has prevented effective interface between POS
and management data. Specialty retailers are increasingly seeking the full
integration of these individual store and headquarters management functions to
maximize the availability of data on an enterprise-wide basis. Management
believes that the Company's products are marketable to any size multi-store
specialty retail chain.
STRATEGY
The Company's long-term objective is to rapidly grow the Company and achieve
and maintain a leadership position as a provider of enterprise-wide information
management systems. The Company's business strategy for attainment of its
objective is to:
- - provide innovative leading edge systems
- - expand marketing and sales efforts to penetrate its selected markets to
capitalize on first to market product advantages
- - pursue strategic acquisitions of complementary products and service
capabilities
PROVIDE LEADING EDGE SYSTEMS. The Company intends to leverage its extensive
technical expertise in software development and advanced programming techniques
with PREMIS' marketing, training and hardware integration to offer both
standardized and customized fully-integrated, enterprise-wide solutions to its
customers.
EXPAND MARKETING AND SALES EFFORTS. The Company intends to expand its product
offerings to include fully functional software systems for retailers of all
types of goods. The Company intends to utilize the PREMIS sales and marketing
organization to reach the expanded markets with its enterprise-wide products
and services. Marketing and sales efforts will be augmented with strategic
alliances and reseller relationships, such as the current relationships of the
Company with NCR Corporation ("NCR"), and Microsoft Corporation ("Microsoft").
PURSUE STRATEGIC ACQUISITIONS. The Company intends to explore and evaluate
opportunities for acquisition of complementary products and services as
opportunities present themselves. In addition, strategic acquisition to expand
customer base and marketshare may also be pursued.
ACQUISITION OF REF RETAIL SYSTEMS CORPORATION
On October 1, 1996, PREMIS acquired all of the outstanding equity stock of REF
Retail Systems Corporation ("REF").
Prior to the acquisition, REF developed and marketed software for the specialty
retail distribution marketplace, specializing in software customized for POS
terminals. At the time of acquisition, REF had in excess of ten years
experience developing custom POS applications for some of North America's
largest specialty retailers. Prior to REF's development of OpenEnterprise,
which is a Windows NT(tm) based POS package, REF's products, like those of
PREMIS, addressed only part of the multi-store chain retailer's needs. However,
OpenEnterprise (now known as PREMIS OpenEnterprise) is a complete integrated
system, unlike the systems of major competitors of PREMIS which comprise either
POS software or back office and headquarters software. The OpenEnterprise
suite of products include PREMIS OpenOffice, PREMIS OpenNet and PREMIS
OpenStore (See Products and Services).
Many competitors of PREMIS also focus either on the hardgoods specialty retail
market involving products sold by the unit without regard to size, color, or
style (such as greeting cards or screws) or the softgoods specialty retail
market involving products sold with regard to size, color and style, (such as
apparel and accessories). The Company's system addresses all aspects of
specialty retail distribution and the needs of both hardgoods and softgoods
specialty retailers, which broadly increases the market opportunity for the
Company.
At the time of the acquisition of REF, the Company in conjunction with NCR
Corporation decided to make significant changes to the underlying framework
architecture of OpenStore. The changes were initiated as part of a
sub-contractor arrangement with NCR Corp. in support of the United States
Postal Service ("USPS") POS ONE project. Correspondingly, these changes
resulted in a delay of the commercial release of OpenStore. The changes to the
framework are expected to significantly enhance the marketability of the
commercial release of OpenStore. The Company currently anticipates that the
first release development will be completed and commercial introduction will
proceed by the end of the second quarter of calendar year 1997. In addition,
the Company is continuing to enhance its OpenOffice product. For example,
there is a group of enhancements in support of and related to inventory
management which are scheduled for release by the end of calendar year 1997.
Development initiatives for Internet commerce as part of OpenNet, which
includes Virtual Merchant and Virtual Shopper are scheduled for calendar year
1998 and 1999 or as market demand dictates.
As a result of the REF acquisition, organizational and management changes, and
other developments, the Company offers:
- - MULTIPLE MARKET SOLUTIONS. The Company offers a complete end-to-end
management information solution to multi-store specialty retailers both
in hardgoods and softgoods markets.
- - FULL RANGE OF PRODUCTS. The products and services provided by the
Company offer a complete integrated enterprise-wide management solution,
from POS to back room controls, for the multi-store specialty retailer.
- - INTERNATIONAL APPLICATIONS. The graphical user interface and Windows NT
(tm) features of the Company's products accommodate multiple languages
and currencies.
- - HIGH-END SALES. The Company's expanded product line is targeted to
large customers whose needs support products priced at the high end of
the range.
PRODUCTS AND SERVICES
The Company's products, while targeted to selected vertical markets, are broad
in their functionality and flexibility and are scaleable from small to large
business organizations. The Company strives to provide an enterprise-wide
solution to the information needs of businesses in its vertical markets. These
solutions include registering data at the point of transaction, assembling data
at the point of processing, analyzing and summarizing data using business
specific rules, warehousing data and converting data into meaningful
information through flexible inquiry and reporting. The concepts and
technology, while currently adapted to specific types of businesses, can be
adapted to many vertical markets.
The Company's systems consist of standardized and optional applications
software offered to its target market. These software products are often
combined with computer hardware purchased by the Company from various suppliers
providing equipment using the UNIX(tm) and Windows NT(tm) operating systems.
The Company's current principal products are the IRIS systems and the PREMIS
OpenEnterprise systems. The Company also provides extensive project management,
education, end-user training and on-site support to help manage the
implementation process for new customers, as well as help desk services for
existing customers, dealers and field employees with critical and exhaustive
software support needs.
INTEGRATED RETAIL INFORMATION SYSTEM ("IRIS")
IRIS provides integrated POS and inventory management for small to mid-sized
hardgoods retailers with multiple sales outlets in the specialty store segment
of the market. IRIS provides head office control over multi-store inventory,
purchasing, pricing, warehousing and sales, as well as providing advanced data
communications and executive reporting. IRIS is designed to be combined with
third party POS software and hardware to supply a complete solution for a
hardgoods specialty retailer. Information flows from various terminal
locations, such as individual stores and warehouses, to the main system;
information flows back to users at terminal sites or to vendors (via integrated
fax or electronic data interchange).
Among its key functions, IRIS:
- - provides control of purchasing, receiving, inventory and POS
- - operates in a variety of hardgoods specialty retail environments
- - tracks an entire inventory cycle for each store
- - utilizes fully-integrated modules
- - allows multiple users and tasks to simultaneously access the same files
IRIS runs on a UNIX operating system, which provides complete multi-user and
multi-tasking functionality. Multiple permission levels provide complete data
security.
PREMIS OpenEnterprise
PREMIS OpenEnterprise and its related components provides a complete
enterprise-wide automation solution for all specialty retail distributors,
including softgoods retailers, and eliminates the need to purchase and
integrate software components from a number of different vendors. The PREMIS
OpenEnterprise system features SQL/ODBC (a formatted, standardized method for
accessing information) relational databases, a Windows graphical user interface
("GUI") and compliance with the Windows NT(tm) operating system. All PREMIS
OpenEnterprise products have been designed as client/ server solutions using
the processing power of a main server and a PC workstation client.
PREMIS OpenEnterprise includes:
- - PREMIS OpenOffice which automates head office functions and provides
easy access to mission critical information for the entire retail
organization;
- - PREMIS OpenStore which automates the entire POS function consistent with
the "open system" concept; and
- - PREMIS OpenNet which provides a means of communication between
headquarters and individual stores, by extending the head office LAN to
the POS workstation in individual stores, with real-time on-line
communications as well as periodic summaries.
Each of the system's component parts may operate independently or in
conjunction with other components.
PREMIS OpenOffice, a component of PREMIS OpenEnterprise, was developed for two
primary platforms, Windows NT(tm) and UNIX. Typically, PREMIS OpenOffice
operates on a Microsoft SQL Server. PREMIS OpenOffice can be ported to any
open relational database, such as Oracle(tm) or Informix(tm) , built for
client/server architecture using an industry standard SQL.
The primary components of PREMIS OpenOffice are modular in design to provide
maximum benefits with a minimum investment in computing hardware. The user has
the option of designing a solution with modules of its choice. Additional
software may be added at any time with no disruption to the existing system.
The Base System is the core of the PREMIS OpenOffice retail management system
and is required for all other modules. The Base System is comprised of various
structures which create organizational, merchandise and time hierarchies of
data which are meaningful to the user.
The Base System structures are designed for ease of use and maximum
flexibility. The user may, at any time, change, add or delete levels within
structures and may move data within either structure with a simple click of a
mouse and "drag and drop" to the new or changed level. All existing data is
reassigned and all summary tables are re-summarized automatically. For example,
if some stores in one region are realigned to another region, the click of a
mouse can immediately move the data to the new region structure, without
additional programming or loss of data. PREMIS OpenOffice is currently
available for sale. In addition, the Company is continuing to enhance its
OpenOffice product. For example, there is a group of enhancements in support
of and related to inventory management which are scheduled for release by the
end of calendar year 1997.
The specific modules available with PREMIS OpenOffice include:
Base System:
* Structure Management
* Maintenance
* System Management
Optional Applications:
- Audit Management
- Funds Management
- Inventory Management (In-Development)
- Price Management
- Sales Analysis
- Client Management
PREMIS OpenStore is an advanced POS software system which automates the entire
POS function consistent with the "open system" concept. PREMIS OpenStore can
operate on a wide variety of POS hardware and PC's combined with cash drawers
and can be easily integrated with other PC-based office systems. Particular
attention has been given to the GUI, which can be combined with keyboard entry,
touch screen or the NCR Dynakey cash register terminal display. Data tables
that are maintained in PREMIS OpenStore have companion tables that are
maintained in PREMIS OpenOffice and vice versa, resulting in quick, seamless
transmission.
At the time of the acquisition of REF, the Company in conjunction with NCR
Corporation decided to make significant changes to the underlying framework
architecture of OpenStore. The changes were initiated as part of a
sub-contractor arrangement with NCR Corp. in support of the United States
Postal Service ("USPS") POS ONE project. Correspondingly, these changes
resulted in a delay of the commercial release of OpenStore. The changes to the
framework are expected to significantly enhance the marketability of the
commercial release of OpenStore. The Company currently anticipates that the
first release development will be completed and commercial introduction will
proceed by the end of the second quarter of calendar year 1997.
Some of the features of PREMIS OpenStore are its ability to:
- - manage multiple sales transactions types
- - monitor extensive Item/SKU level price management, including special
promotions
- - support multiple currencies and languages
- - support local, county, special, national and other taxation
- - manage multiple tender types, such as cash, check, debit cards, credit
cards, etc.
- - configure cash drawer compulsion by tender type and control
- - enter data by manual keystroke, scanning or special search screens
- - monitor balancing and floating counts for cash paid in, paid out and
petty cash
- - generate reports by department sales, associate sales, tender totals,
returns/exchanges, voids, store productivity, sales discounts, store
summary, layaway status and aging reports
- - compile extensive store summary reporting, including sales and gross
profit generated, net sales by sales type and layaway sales
- - create "customer profiling" for tracking customer demographics,
preferences and purchase history
- - manage inventory control at the store level
- - connect directly with credit authorization service
- - fully support peripheral interfaces such as scanners, scales, customer
keypads and check validation
PREMIS OpenNet provides a means of communication between a retailer's
headquarters and its individual stores through a variety of different
communication standards and protocols. While competitive software modules offer
either real-time on-line communications or nightly polling of store systems by
the host, PREMIS OpenNet incorporates both. Using this system, communications
between stores, districts, regions or headquarters can be as frequent or as
selective as desired. Updates can go to the central, regional or district hosts
independently or simultaneously. Transactions can be instantaneous or
summarized and periodic, depending on the communications network. Public
networks such as the Internet can be used as well as private networks or dialup
polling. This flexibility recognizes the need for faster headquarters
information on product marketing, sales force utilization, shopping patterns
and other marketing and product information and prepares the system to meet all
of the possible communications demands of the modern retailer. Development
initiatives for Internet commerce as part of OpenNet, which includes Virtual
Merchant and Virtual Shopper will be designed during calendar 1998 and 1999 or
as market demand dictates.
PREMIS OpenNet features:
- - a file-based inventory locator server
- - standard E-mail messaging enhancements
- - multiple service providers for electronic funds transfer
- - PREMIS OpenNet network traffic and monitor extension
- - industry standard Windows NT(tm) client interfaced to PREMIS OpenNet
- - support for System Network Architecture services to mainframes
- - SQL server integration for access to enterprise data
- - system-wide alert messaging and logging facilities
The PREMIS OpenEnterprise components described above also serve as the
foundation for custom development projects for large multi-store retailers.
Purchases of custom designed systems generally involve contracts ranging from
$500,000 to $1,500,000. The Company anticipates that large retailers will
continue to purchase custom designed systems with the unique solutions and
flexibility required for their special needs. To date, the Company has
successfully installed custom designed products for the following multi-store
clients: Lerner New York Inc. and Lane Bryant, Inc. (divisions of The Limited,
Inc.), The Gymboree Corp., Kirkland's Inc., NEXCOM, Music World and Bi-Way
Stores Ltd. In addition, a custom design project is currently in process with
Strouds, Inc.
FULFILLMENT AND HELP DESK SERVICES
The Company provides extensive project management, education, end-user training
and on-site support to help manage the implementation process for new
customers. In general, customers view these services as important
discriminating factors in a purchase decision.
Fulfillment services are conducted from the Company's headquarters in
Minneapolis, Minnesota and from the Canadian Subsidiary offices located in
Toronto, Canada. Each office conducts fulfillment services for its respective
country and is staffed accordingly. The fulfillment services organization:
- - assists sales representatives with retail industry expertise, to better
address customers' industry-specific needs
- - manages the business relationship between the Company and the customer
- - designs custom programming specifications
- - develops installation plans to achieve customer schedules
- - provides education and training for customer staff
- - provides physical product installation and setup
- - provides regular status reporting and transition to Help Desk for
support on an on-going basis
Fulfillment services have become an increasingly important source of revenue as
the Company's installed base of customers has grown. Currently, approximately
25% of the initial software purchase price charged to the Company's customers
is dedicated to installation and custom modifications, if required. In
addition, the Company charges an annual fee equivalent to 15% of the initial
software purchase price for maintenance and software support services.
Customers who purchase maintenance agreements receive Help Desk telephone
support and product upgrades once the system has been installed. The Help Desk
provides critical and extensive software support to its customers, dealers and
field employees by telephone. The Help Desk is highly automated, with computer
assisted tracking of each client call, high speed text search for similar
problems, on-line manuals, interactive diagnostics and expert systems for
guidance through special and third party supplier problems. Senior product
specialists take referral of difficult problems which cannot be easily resolved
by Help Desk personnel. The Company recently purchased a sophisticated software
system which will facilitate this two-tiered approach. The Help Desk operates
16 hours a day, Monday through Friday, plus 10 hours a day on Saturday and
Sunday, for retail customers with extended support agreements.
MARKETING AND SALES
The Company believes that a comprehensive understanding of the business issues
which are prevalent in a customer's particular market is a key component to
successful marketing. To this end, PREMIS has compiled an industry-specific
database, which is continually updated by the sales staff and fulfillment
services staff based on changing market conditions. This database also
contribute to educating personnel in the marketing department and in research
and development to ensure that customer issues, features and requirements are
addressed and incorporated in future product releases. In addition, the Company
seeks to provide comprehensive uninterrupted service by utilizing a team for
each customer throughout the customer's relationship with the Company,
consisting of personnel from sales and marketing, systems integration and
support and maintenance. The Company intends to serve the ongoing needs of
smaller multi-store retailers through distributor relationships.
The Company's sales techniques involve traditional methods, including
development of prospects through telemarketing, direct mail, seminars and
advertising; development and distribution of marketing literature, such as
brochures, product technical overviews, newsletters and direct marketing
letters; direct selling efforts through sales meetings with prospective
customers; and order fulfillment, including planning, training, installation
and long-term customer support. The Company's marketing and sales activities
continue to be based principally in the United States and Canada.
The Company estimates that hardware components comprise approximately 50% to
60% of the cost of a management information system. The Company often sells its
software systems together with hardware components, which are purchased by the
Company from a variety of equipment vendors. In certain markets, the Company
also sells its software directly to equipment vendors for resale by the vendors
to their end-user customers. The Company has developed strategic alliances with
key hardware vendors of open systems, including NCR which is the primary vendor
in this market. To date, PREMIS and NCR have cooperated in a strategic alliance
partner program which provides customers with turn-key solutions including NCR
hardware and maintenance services and PREMIS software. However, since PREMIS is
also an NCR remarketer, it can provide hardware as well. The Company is working
to expand its hardware offerings and may enter into reseller relationships with
other hardware suppliers. In addition, PREMIS OpenEnterprise products may be
marketed with certain Microsoft products. This has resulted in marketing
seminars presented jointly by the Company and Microsoft.
CUSTOMERS
The following table presents a sampling of current customers that are
representative of the types of businesses served by the Company, each of whom
has purchased products or services from PREMIS during the last fiscal year.
RETAIL CUSTOMERS:
* U.S. Postal Service
* Paper Warehouse, Inc.
* Gymboree
* Strouds
* Truck Stops of America
* Nexcom U.S. Navy Commissaries
* Springs Industries, Inc.
* Lerners
* Lane Bryant, Inc. (a division of The Limited, Inc.)
The Company believes that the U.S. Postal Service will continue to be a
significant customer. On August 13, 1996, a contract was awarded by the U.S.
Postal Service to NCR and IBM as hardware vendors for a project known as POS
ONE. The U.S. Postal Service intends to upgrade and open new retail stores in
various post office locations. NCR's portion of the POS ONE contract involves
installation of new POS software equipment for 9,100 retail work stations.
Following discussions with NCR and the U.S. Postal Service, management believes
that this contract potentially represents approximately $2.2 million in
revenues to the Company over the next twelve months.
Over the last three years, PREMIS has installed over 300 systems for the U.S.
Postal Service's "Store of the Future" prototypes, which are new or remodeled
postal stores where products are displayed for customer viewing and cash
registers are positioned at an island in the display area. "Store of the
Future" is a separate project from POS ONE. However, the longer term POS ONE
project for replacement registers will include those stores developed in the
"Store of the Future" program. PREMIS has also installed the Postal Service
headquarters system which controls inventory and reports on sales for the
"Store of the Future" sites.
COMPETITION
The Company develops and markets proprietary, industry-specific information
management software products which are typically sold in combination with PC
workstation equipment and client/ server hardware. Due to the fact that the
hardware component of a system is such a substantial portion of the total cost,
most of the Company's customers select a hardware platform prior to their
decision to purchase a software package. Consequently, the software package
alternatives available to the customer will be limited to those products that
run on the selected hardware platform. The Company competes directly with other
information systems software vendors and system integrators that market similar
software. The Company competes indirectly with certain hardware vendors that
offer their own proprietary management information system software.
Competition in the Company's markets is based principally upon functionality,
quality of service and support, type of hardware (i.e., the compatibility and
availability of desired hardware and software components and the ease of
integration with the customer's existing system) and price. The Company
believes that its current and anticipated levels of product functionality and
service and support are generally perceived as comparable or superior to those
of its competitors. Although the Company's products may be priced higher than
other products marketed for the same purpose, the Company believes that the
Company is able to justify such higher prices to customers based on the high
value provided by its advanced technological design, its integration
capability, "complete solution" functionality, comprehensive support and
maintenance services and in-depth knowledge of its customers' industry
requirements.
In the Company's view, its strongest competitors in the specialty retail
distribution market are those that have the ability to design, develop and
install a turn-key management information system. In general, these competitors
are highly knowledgeable about the specialty retailer's business and about the
capabilities of their own products. PREMIS believes that its primary direct
competitors in the specialty retail market are STS Systems, Inc., Retail Store
Systems, Inc., Post Software, Inc., CRS Business Computers, Inc., JDA Software,
Inc. and Gateway Data Services, as well as other smaller vendors. The Company
also has several indirect competitors in hardware vendors such as IBM, ICL
Fujitsu, (a division of Fujitsu America Inc.) and NCR, that offer, along with
their hardware, software systems that compete with the Company's software
products.
TECHNOLOGY AND PRODUCT DEVELOPMENT
The Company utilizes state-of-the-art technologies to gather relevant
information from a business transaction, transport that data to a central
database, manipulate and analyze the data and provide concise and comprehensive
reports to the appropriate people within an organization to assist them with
their day-to-day decisions and long-term strategic planning. The Company's
software products are written in C and object-oriented C++ source code
languages which enable a programmer to develop a user-friendly GUI and to
program tasks more efficiently for increased speed. The Company utilizes
several relational database technologies, such as Microsoft(tm), Sybase(tm) and
Oracle(tm), for its software to reduce the information processing time required
to sort data and to allow multiple users to simultaneously access the same
information.
The predominant trend in consumer software is toward a GUI, user-friendly, menu
driven interface. A GUI interface requires the use of object-oriented
programming languages and programming techniques. PREMIS has been using the
object-oriented programming language C++ since 1991. The Company believes that
many of its competitors currently do not have GUI products or the ability to
utilize this advanced programming technique.
The Company's products utilize client/server architecture and relational
databases. While relational database products have been available since the
early 1980s, they were not considered practical for enterprise-wide
applications until the widespread implementation of enterprise servers in the
early 1990s. In a client/server environment, a relational database can be
addressed by the server, which then sends and receives data over a local area
network to simultaneous multiple users (i.e., clients). As server processor
technology speeds have increased and the cost of servers has decreased, the
market for network systems and products has expanded. A business comprising
many separate locations, such as a retail chainstore, presents a natural
application of client/server and relational database technologies. The
Company's management believes that client/server architecture will be the
dominant networking technology for the foreseeable future and that the Comapany
is uniquely positioned to capitalize on this trend.
management believes that client/server architecture will be the dominant
networking technology for the foreseeable future and that the Company is
uniquely positioned to capitalize on this trend.
The Company believes that it must continue to enhance its current products and
develop new software and technologies to quickly respond to market
opportunities. The Company is focusing its product development efforts on
enhancing the breadth and depth of its current products while developing key
new add-on features.
PROPRIETARY RIGHTS
PREMIS does not own any patents or any registered copyrights or trademarks;
PREMIS claims trademark protection of the names and marks "PREMIS
OpenEnterprise", "PREMIS OpenOffice", "PREMIS OpenNet", "PREMIS OpenStore",
"ADVANTAGE" and "RETAIN," but does not consider such marks to be material to
its operations.
PREMIS primarily relies on a combination of trade secret laws and
confidentiality agreements to protect its proprietary technology.
IRIS is marketed by PREMIS pursuant to the terms of a software license and
distribution agreement (the "IRIS License") dated April 15, 1994, with
Commercial Systems Corporation, pursuant to which the Company is granted an
exclusive worldwide right to license and sublicense and to develop, copy,
distribute, remarket and maintain IRIS for a term ending March 31, 1999. All
derivative upgrades, enhancements, new releases, new versions and other
improvements made by PREMIS, and all copyrights, trademark rights, trade secret
rights and patent rights, as well as all marketing and all other materials
developed by PREMIS with respect to IRIS, are the sole and exclusive property
of PREMIS.
EMPLOYEES
At June 15, 1997, the Company employed 83 full-time employees and 18 contract
employees. No employee of the Company is represented by a labor union or is
subject to a collective bargaining agreement. All employees are covered by
agreements containing confidentiality provisions. The Company believes it
maintains good relations with its employees.
ITEM 2. Description of Property.
The Company is headquartered in Plymouth, Minnesota. The Company occupies
these premises pursuant to a lease, effective September 1, 1996, with a limited
liability partnership controlled by two persons who are officers, directors and
principal shareholders of the Company. The lease provides approximately 22,000
square feet of space at a minimum monthly base rent of $13,477. PREMIS has
prepaid $105,000 in rent, which reduces the minimum monthly base rent by $2,816
for the first 44 months of the lease (an aggregate credit of $105,000 plus 9%
interest per annum). The lease has an initial ten year term, ending August 31,
2006, with two successive two-year options for renewal. The Company believes
that this facility will be adequate to meet its needs in the U.S. for the
foreseeable future.
In October 1996, the Company terminated its occupancy of its former facility,
consisting of approximately 14,000 square feet of office space and is actively
seeking to sublet these facilities. The lease expires April
30, 1998. The monthly base rent for this facility is $9,511.
The Company's Canadian subsidiaries currently lease facilities in Markham,
Ontario (near Toronto) for use as its corporate offices. The lease provides
20,005 square feet at a minimum monthly rent of CDN$11,083 pursuant to a
ten-year term expiring in December 2005, with one option for renewal for an
additional five-year term. The minimum monthly rent on this lease increases to
CDN$16,671 in year three, to CDN$17,922 in year six, and to CDN$20,005 in year
eight of the lease term. The Company believes that this facility will be
adequate to meet its needs in Canada for the foreseeable future.
ITEM 3. Legal Proceedings.
The Company is not currently involved in any legal proceedings that it believes
could have, either individually or in the aggregate, a material adverse effect
on its business or financial condition.
ITEM 4. Submission or Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth
quarter ended March 31, 1997.
PART II
ITEM 5. Market for Common Equity and Related Stockholder Matters.
MARKET INFORMATION
As of September 26, 1996, the Company's Common Stock has traded on the Nasdaq
National Market under the symbol PMIS. The following table sets forth, for the
fiscal quarters indicated, a summary of the high and low closing prices of the
Common Stock as reported by the Nasdaq National Market. Information for the
periods prior to September 26, 1996 represents high and low bid information as
reported on the NASD's Electronic Bulletin Board system. Such bid information
reflects inter-dealer prices, without retail mark-up, mark-down, or commissions
and does not necessarily reflect actual transactions.
Common Stock
Low High
Fiscal 1996
First Quarter $.25 $.875
Second Quarter .75 1.875
Third Quarter 1.125 2.25
Fourth Quarter 1.50 2.50
Fiscal 1997
First Quarter $2.125 $4.50
Second Quarter 3.00 5.125
Third Quarter 4.938 6.875
Fourth Quarter 2.625 6.25
As of June 20, 1997, the Company had 111 stockholders of record and
approximately 1,263 beneficial holders of its Common Stock.
The Company has never declared or paid any dividends on its Common Stock. The
Company currently intends to retain any earnings for use in its business and
therefore does not anticipate paying any dividends in the foreseeable future.
ITEM 6. Management Discussion and Analysis.
Results of Operations
REVENUE. Revenues increased by 48% in fiscal 1997 to $8,750,000 from
$5,902,000 in fiscal 1996. The increase resulted from higher revenues from
both commercial and U.S. Postal Service "Store of the Future" systems. System
sales increased 46% while maintenance fees and other revenue increased 61%
during fiscal 1997. Commercial OpenEnterprise revenues were lower than
expected in fiscal 1997. This was primarily due to changes made to the
underlying framework architecture of OpenStore to accommodate the needs of a
significant customer. Correspondingly, this resulted in a delay of the
commercial release of OpenStore. The Company expects revenues derived from its
systems sales, including OpenStore, to increase in fiscal 1998. U.S. Postal
Service "Store of the Future" systems which generated approximately $3,500,000
in fiscal 1997 is expected to decline significantly in fiscal 1998 as the USPS
converts to its new POS ONE store systems. POS ONE will be deployed in three
phases. Phase One is expected to generate revenues of approximately $2,200,000
upon roll-out. Phase Two and Three have not been awarded by the USPS.
GROSS PROFIT. Gross profit as a percentage of revenue decreased slightly to
47% in fiscal 1997 from 49% in fiscal 1996. The lower margin resulted from a
slightly higher mix of lower margin hardware compared to software. The Company
expects gross profit to increase in fiscal 1998 with increased focus on
software sales and the expected roll-out of POS ONE which is anticipated in
fiscal 1998.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by 132% in fiscal 1997 to $2,788,000 from $1,204,000 in
fiscal 1996. As a percentage of revenue, expenses were 32% and 20% for fiscal
1997 and 1996, respectively. The increase is primarily due to investment in
infrastructure, and sales and marketing activities. During fiscal 1998, the
Company plans to increase its sales and marketing expenditures over fiscal 1997
levels. General and administrative expenses are expected to increase in dollar
amount, but to decline as a percentage of revenue in fiscal 1998.
RESEARCH AND DEVELOPMENT. Research and development expenses increased by 143%
in fiscal 1997 to $736,000 from $303,000 in fiscal 1996. As a percentage of
revenue, expenses were 8% and 5% for fiscal 1997 and 1996, respectively. The
increase is attributable to the Company's investment in its PREMIS
OpenEnterprise suite of products. During fiscal 1998, the Company plans to
continue its research and development investment at an increased rate of
approximately 10% of total revenues.
PURCHASED RESEARCH AND DEVELOPMENT. The one-time charge of $6,510,000 relates
to purchased research and development in progress, expensed in accordance with
purchase accounting rules, in connection with the REF Retail Systems
acquisition on October 1, 1996.
INTEREST AND OTHER INCOME. The difference in interest and other income between
periods reflects interest earned on investments, as well as interest earned on
the 5 year 12% note receivable in the amount of $651,000 related to the
licensing of ADVANTAGE, the Company's Food Brokerage Technology, during fiscal
1997. Such note is due and payable in monthly installments of $14,481. The
interest income is off-set by interest expense on various debt instruments,
including the Company's building capital lease obligation. Other income is
generated from a sub-leasing arrangement for a portion of the Company's current
U.S. office facility. The sub-leasing arrangement expires in June 1997.
INCOME TAX EXPENSE. The Company recognized income tax expense of $319,000 for
fiscal 1997 compared to $527,000 in fiscal 1996. Excluding the non-deductible
purchased research and development charge the Company's effective income tax
rate increased to 47.7% in fiscal 1997 compared to 39.0% in fiscal 1996. The
increase is attributed to the valuation allowance applied to the net operating
loss and certain research and development credit carryforwards generated by its
Canadian subsidiary. The Company believes it is more likely than not that
deferred tax assets, which total $134,000 at March 31, 1997, will be realized.
The computation of the deferred tax assets and valuation allowance are based in
part on taxable income expected to be earned on existing contracts. The amount
of the deferred tax assets considered realizable could be reduced in the near
term if estimates of future taxable income are reduced. The one-time charge
related to purchased research and development in progress does not result in a
tax benefit due to differences between financial and tax reporting requirements.
Liquidity and Capital Resources
The Company had cash and cash equivalents of $2,433,000 as of March 31, 1997.
The Company's cash and cash equivalents increased by approximately $1.8 million
from March 31, 1996 to March 31, 1997. The increase resulted primarily from
the successful completion of the Company's secondary common stock offering in
September 1996, resulting in net proceeds to the Company of approximately $8.7
million. The Company used approximately $6.5 million of the net offering
proceeds to purchase REF Retail Systems Corporation in October 1996. As of
March 31, 1997, the Company had working capital of $3.5 million. The Company's
Canadian subsidiary has a line of credit of $289,200 ($400,000 CAN) of which
$245,820 was outstanding at March 31, 1997. The Company anticipates that this
line of credit will be renewed and expanded to $433,800 ($600,000 CAN) in July
1997. The Company anticipates using available cash to fund growth in
operations, research and development activities and investment in capital
equipment.
Capital expenditures for property and equipment were $225,000 and $72,000 for
the years ended March 31, 1997 and 1996, respectively. These expenditures have
generally consisted of computers and related equipment, office furniture and
equipment, and leasehold improvements.
At its current level of operations, the Company believes that its existing cash
and cash equivalents are sufficient to meet the Company's current working
capital and capital expenditure requirements through at least the next 12
months.
Dilution
Management expects further dilution of earnings per share in fiscal 1998 due to
the issuance of 2,012,500 shares of common stock in September 1996 through a
secondary common stock offering. Given that these shares were outstanding for
six months of fiscal 1997 and that they will be outstanding for all of fiscal
1998, the weighted average common shares outstanding will increase to 4.7
million from 3.7 million in fiscal 1997. This represents approximately 27%
dilution.
Inflation and Seasonality
To date, the Company has not been significantly impacted by inflation. The
Company's sales and revenues are not seasonal.
Forward Looking Statements
The forward looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, except for the historical
information contained herein, contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
is subject to the safe harbor created by that statute. Such statements are
subject to certain risks and uncertainties. In addition to the factors
discussed below, other factors that could cause actual results to differ
materially from those described in the forward-looking statements include:
volatility in the demand and price for retail software systems; the risk of
delay or deferral of delivery dates for system orders; the risk of order
cancellations; the risk of delays in introducing new software products,
including the OpenEnterprise suite of products, specifically OpenStore, and the
market's acceptance of such products; the successful integration of the
personnel, products and operations of REF Retail Systems Corporation with
those of PREMIS Corporation. The reader is urged to consider the more
comprehensive summary of such risks found in the Company Registration Statement
on Form S-2 (SEC File No. 333-10917) which was declared effective September, 26
1996. Readers are cautioned not to place undue reliance on those forward
looking statements which speak as to matters only as of the date hereof. The
Company has no obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
ITEM 7. Financial Statements.
The information required by Item 7 is included in the PREMIS Corporation
Audited Financial Statements for the year ended March 31, 1997, which are
included as Exhibit 99.1.
ITEM 8. Changes in or disagreements with Accountants on Accounting and
Financial Disclosure.
Not Applicable
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Incorporated by reference to the Company's Proxy Statement for Annual Meeting
of Shareholders to be filed with the Securities and Exchange Commission within
120 days after the close of the fiscal year ended March 31, 1997.
ITEM 10. Executive Compensation.
Incorporated by reference to the Company's Proxy Statement for Annual Meeting
of Shareholders to be filed with the Securities and Exchange Commission within
120 days after the close of the fiscal year ended March 31, 1997.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference to the Company's Proxy Statement for Annual Meeting
of Shareholders to be filed with the Securities and Exchange Commission within
120 days after the close of the fiscal year ended March 31, 1997.
ITEM 12. Certain Relationships and Related Transactions.
Incorporated by reference to the Company's Proxy Statement for Annual Meeting
of Shareholders to be filed with the Securities and Exchange Commission within
120 days after the close of the fiscal year ended March 31, 1997.
ITEM 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits are filed as part of this Annual Report on Form10-K for
the fiscal year ended March 31, 1997:
2.1 REF Stock Purchase Agreement dated July 9, 1996 (2)
3.1 Articles of Incorporation, as amended through June 1996 (1)
3.2 Amendment of Articles of Incorporation, dated July 17, 1996 (2)
3.3 Bylaws (1)
4.1 Form of certificate representing the Common Stock (2)
10.1 Form of Employment Agreement with Edward A. Anderson (2)
10.2 Form of R. Ferguson Noncompete Agreement (2)
10.3 Form of E. Anderson Noncompete Agreement (2)
10.4 Form of E. Anderson Stock Option Agreement (2)
10.5 Software License and Distribution Agreement between PREMIS Corporation
and Information Access Incorporated (exhibits 3.1, 3.2 and 3.4, comprising
customer names and locations, omitted) (3)
21.1 Subsidiaries of the Registrant
23.1 Consent of Price Waterhouse LLP, independent accountants.
99.1 PREMIS Corporation Audited Financial Statements for March 31, 1997 and
March 31, 1996.
(1) Incorporated by reference to exhibit filed as a part of Form S-18, SEC
File No. 2-85498-C.
(2) Incorporated by reference to exhibit filed as part of registration
statement on Form S-2, (SEC File No. 333-10917), effective on September 26,
1996.
(3) The registrant hereby undertakes to furnish supplementally a copy of any
omitted schedule or other attachment to the Securities and Exchange Commission
upon request
(b) REPORTS ON FORM 8K - None
SIGNATURES
In accordance with the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PREMIS Corporation
/S/ F. T. Biermeier
F. T. Biermeier
(Principal Executive Officer)
Dated: June 28, 1997
In accordance with 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 Date
/S/ F. T. Biermeier June 28, 1997
F. T. Biermeier
Chairman and Chief Executive Officer
/S/ Richard R. Peterson June 28, 1997
Richard R. Peterson
Chief Financial Officer
(Principal Financial and Accounting Officer)
/S/ Mary Ann Calhoun June 28, 1997
Mary Ann Calhoun
Vice President and Director
Edward W. Anderson
President and Chief Executive Officer
of PREMIS Systems Canada Incorporated
/S/ Gerald F. Schmidt June 28, 1997
Gerald F. Schmidt
Director
/S/ S. Albert Hanser June 28, 1997
S. Albert D. Hanser
Director
EXHIBIT 10.5
SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
THIS SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT ("Agreement") is made
and entered into effective as of the 2nd day of January, 1997, by and between
PREMIS Corporation, 13220 County Road #6, Plymouth, Minnesota 55441("PREMIS")
and Information Access Incorporated, 8801 E. Pleasant Valley Road, Cleveland,
OHIO 44131 ("IAI").
WHEREAS, PREMIS owns certain copyrights, software licenses, programs,
documentation, trademarks and other assets developed or purchased for the
purpose of marketing software to the food brokerage industry; and
WHEREAS, PREMIS wishes to divest its interest in such food brokerage
systems; and
WHEREAS, IAI desires to obtain the exclusive right to develop, copy,
distribute, sublicense, maintain and improve such food brokerage systems
pursuant to this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1: DEFINITIONS
For purposes of this Agreement, the following defined terms shall have the
respective meanings indicated below:
1.1 PREMIS Copyrights. The term "PREMIS Copyrights" means each of the
copyrighted works identified on Exhibit 1.1 hereto and developed by or on
behalf of PREMIS and pertaining to the Advantage System.
1.2 PREMIS Trademarks. The term "PREMIS Trademarks" means each of the
trademarks identified on Exhibit 1.2 hereto and selected or used by or on
behalf of PREMIS and pertaining to the food brokerage systems.
1.3 PREMIS Documentation. The term "Documentation" means all documentation
and programmer notes developed by or on behalf of PREMIS and pertaining to the
food brokerage systems.
1.4 Third Party Software/Materials. The term "Third Party Software/Materials"
means each of the software programs or other materials identified on Exhibit
1.4 hereto, as developed or owned by third parties and used with the Advantage
System. From time to time upon request by IAI during the Five-Year Term of
this Agreement (as defined in Section 9.1 below), PREMIS shall provide IAI
access to and copies of any of the agreements pertaining to the Third Party
Software/Materials.
1.5 Advantage System. The term "Advantage System" means the PREMIS
Copyrights, PREMIS Trademarks, PREMIS Documentation, Third Party
Software/Materials and other software, licenses, programs and assets developed
or purchased by or on behalf of PREMIS for the purpose of marketing software to
the food brokerage industry, in object code and source code form, and for use
with any make or type of hardware platform currently compatible or which is
compatible in the future, together with all improvements thereto made by or on
behalf of PREMIS.
1.6 Advantage Customers. Those customers that have entered into license
agreements for the Advantage System.
ARTICLE 2: EXCLUSIVE LICENSE AND DISTRIBUTION OF THE ADVANTAGE SYSTEM
2.1 Exclusive License. PREMIS hereby grants IAI and its representatives,
successors and assigns, throughout the Five-Year Term of this Agreement, the
sole and exclusive worldwide right and license, with the right to grant
sublicenses, to develop, copy, distribute, sublicense, re-market, maintain and
improve the Advantage System in object code and/or source code form (the
"Exclusive License").
2.2 Deliverables. Upon execution of this Agreement, PREMIS shall deliver the
following "Deliverables" to IAI:
(a) one complete master and one complete backup copy of the Documentation and
source code and object code for the Advantage System, suitable for reproduction
and distribution by IAI;
(b) all marketing materials, brochures and other information developed by or on
behalf of PREMIS for the commercialization of the Advantage System (the
"Additional Materials") (IAI may hereafter use the Additional Materials in
furtherance of the Exclusive License);
(c) one complete copy of all coding, work papers and notes for PREMIS's current
research and development of the Advantage System and any improvements thereto;
(d) one complete copy of license agreements signed by Advantage Customers on or
prior to the date of this Agreement;
(e) one copy of the most recent detailed aged receivable listing for Advantage
Customers;
(f) one complete copy of the November OrderNet EDI billing for Advantage
Customers;
(g) one copy of the software maintenance billings of Advantage Customers for
1996;
(h) one complete copy of the extended software maintenance agreements signed by
Advantage Customers on or prior to the date of this Agreement;
(i) one complete copy of the EDI agreements signed by Advantage Customers on or
prior to the date of this Agreement; and
(j) a complete disclosure of all bugs or defects in the Advantage System
Software known to PREMIS.
2.3 Distribution of the Advantage System. Pursuant to the Exclusive License,
IAI and its representatives, successors and assigns may hereafter copy,
distribute and sublicense all or any portion of the Advantage System, in source
code and/or object code form and in any manner determined by IAI.
2.4 Source Code Escrow Agreements. PREMIS will assist and cooperate with IAI,
to the extent reasonably required, with any source code escrow agreements used
by IAI, at IAI's discretion, in the marketing and distribution of the Advantage
System. If IAI elects to purchase the Advantage System, PREMIS will assign to
IAI any existing source code escrow agreements with PREMIS customers.
2.5 Derivative Works and Improvements. All derivative works, upgrades,
enhancements, new releases, new versions and other improvements to the
Advantage System, by or on behalf of IAI, and all copyrights, trademark rights,
trade secret rights and/or patent rights pertaining thereto, shall be owned by
IAI (collectively, the "Improvements"). PREMIS hereby assigns all current and
future rights, if any, in the Improvements to IAI. If IAI elects not to
purchase the Advantage System as provided in Article 10, then PREMIS shall have
the right to purchase all Improvements from IAI at a price to be negotiated at
that time.
2.6 Other Copyright and Trademark Rights. IAI shall own the copyrights to all
marketing and other materials developed by or on behalf of IAI and all
trademarks selected or used by IAI in the commercialization of the Advantage
System, other than the PREMIS Copyrights and the PREMIS Trademarks.
ARTICLE 3: MAINTENANCE AND SUPPORT
3.1 Existing License Agreements. Exhibit 3.1 to this Agreement contains a
listing of all of the license agreements or arrangements previously entered
into by PREMIS or its affiliates for the distribution or use of the Advantage
System (collectively, the "Existing License Agreements"). From time to time
upon request by IAI during the Five-Year Term of this Agreement, PREMIS shall
provide IAI access to and copies of any of the Existing License Agreements.
IAI hereby assumes the express obligations of PREMIS which accrue on and after
the date hereof for only those Existing License Agreements so identified on
Exhibit 3.1, and shall retain all monies first due thereunder on or after the
effective date of this Agreement. PREMIS retains (i) all of its obligations
arising under the Existing License Agreements before the date of this
Agreement, including but not limited to the obligation to pay third parties who
provided goods or services to PREMIS relating directly or indirectly to the
service of PREMIS customers prior to the date of this Agreement. PREMIS shall
retain only the moneys paid for license fees under the Existing License
Agreements for those systems first installed and billed prior to the date
hereof. If either PREMIS or IAI receives payments under and Existing License
Agreement which are to be paid over to the other party pursuant to this
Section 3.1, the party receiving such payment shall promptly pay such entire
amount to the other party.
3.2 Existing Maintenance and Support Agreements. Exhibit 3.2 to this
Agreement contains a listing of all of the maintenance and support agreements
or arrangements previously entered into by PREMIS or its affiliates for the
Advantage System (collectively, the "Existing Maintenance Agreements"). From
time to time upon request by IAI during the Five-Year Term of this Agreement,
PREMIS shall provide IAI access to and copies of any of the Existing
Maintenance Agreements. IAI hereby assumes the express obligations of PREMIS
which accrue on and after the date hereof for only those Existing Maintenance
Agreements so identified on Exhibit 3.2, and IAI shall receive and retain all
moneys under such Existing Maintenance Agreements for those maintenance
services to be performed after the date hereof. PREMIS retains (i) all of its
obligations arising under the Existing Maintenance Agreements before the date
of this Agreement, including but not limited to the obligation to pay third
parties who provided goods or services to PREMIS relating directly or
indirectly to the service of PREMIS customers prior to the date of this
Agreement. If either PREMIS or IAI receives payments under an Esisting
Maintenance Agreement which are to be paid over to the other party pursuant
to this Section 3.2, the party receiving such payment shall promptly pay
such entire amount to the other party.
3.3 Future Maintenance and Support. IAI may at its discretion determine the
terms of all maintenance and support arrangements for renewals of existing
agreements for Advantage Customers, and with customers who purchase a Advantage
System to be installed after the effective date of this Agreement.
3.4 Existing EDI Agreements. Exhibit 3.4 to this Agreement contains a listing
of all of the Customers with EDI agreements or arrangements previously entered
into by PREMIS or its affiliates for the Advantage System (collectively, the
"Existing EDI Agreements"). From time to time upon request by IAI during the
Five-Year Term of this Agreement, PREMIS shall provide IAI access to and copies
of any of the Existing EDI Agreements. IAI hereby assumes the express
obligations of PREMIS which accrue on and after the date hereof for only those
Existing EDI Agreements so identified on Exhibit 3.4, and IAI shall receive and
retain all moneys under such Existing EDI Agreements for those EDI services to
be performed after the date hereof. PREMIS retains (i) all of its obligations
arising under the Existing EDI Agreements before the date of this Agreement,
including but not limited to the obligation to pay Sterling Commerce and other
third parties who provided goods or services to PREMIS relating directly or
indirectly to the service of PREMIS Customers prior to the date of this
Agreement. If eithe PREMIS or IAI receives payments under an existing EDI
Agreement which are to be paid over to the other party pursuant to this
Section 3.4, the party receiving such payment shall promptly pay such entire
amount to the other party.
3.5 Hiring of PREMIS Personnel. IAI may, at its sole discretion, elect to
hire any personnel of PREMIS currently employed in the sales, support or
installation of the Advantage System, on such terms as may be determined by
IAI.
3.6 Consultation and Training of IAI Personnel. Consultation on features and
functionality and training for IAI personnel on the installation and
maintenance of the Advantage System shall be conducted as follows:
(a) Two weeks of 2 consultants for training at IAI offices, included in
consultation fees. Travel and living expenses to be paid by IAI.
(b) Six months phone support for IAI maintenance personnel (No direct customer
contact by PREMIS personnel) at reduced fee of $3,000 per month. Balance of
normal support fees to be provided from consultation fee.
(c) Thereafter phone support for IAI maintenance personnel shall be at reduced
rate $30 per call for up to one year from the date of this agreement. Balance
of normal phone rates to be provided from consultation fee.
(d) It is not intended that phone support will continue after one year from the
date of this Agreement.
(e) Facilitation of customer introduction at the NFBA trade show and
consultation with IAI personnel on customer/PREMIS history.
3.7 Continuing Software Maintenance. PREMIS will repair program exceptions
which cause the program functionality to perform differently than represented
in the printed documentation as of the date of this Agreement. For those
Advantage System products which do not have user manuals as of the date of this
Agreement PREMIS will interpret the intended performance of the program
functionality. This program exception service will be provided by PREMIS on a
case by case basis for 90 days as part of the consultation fee. IAI has an
option to contract for such service for an additional 90 days at a fixed rate
of $11,000.00. All further service will be billed to IAI on a time and
materials basis. Enhancements to the Advantage System will be considered on a
case by case and, if contracted for by IAI in its discretion, will be billed to
IAI on a time and materials basis.
ARTICLE 4: COVENANTS OF PREMIS
4.1 Noncompete. Throughout the Five-Year Term of this Agreement, and for
twenty four (24) months after the expiration or earlier termination of the
Five-Year Term of this Agreement (regardless of whether IAI purchases the
Advantage System or PREMIS purchases the Improvements), and to the extent
lawful under applicable laws and regulations, PREMIS and F. T. Biermeier
individually each covenant and agree not to directly or indirectly develop,
enhance, improve, market, distribute, license, sell or solicit orders anywhere
in the world for the Advantage System or other computer software which competes
with all or any portion of the Advantage System or any IAI developed computer
software marketed to the food brokerage industry (a "Competing Product"). All
restrictions under this Section 4.1 shall terminate if PREMIS purchases the
Improvements under Section 2.5 above. If IAI elects to license but not
purchase the Advantage System under Section 10.2 below, the restrictions under
this Section 4.1 shall continue for the duration of such license and for twenty
four (24) months thereafter.
4.2 Confidentiality. PREMIS and its shareholders each covenant and agree that
they will not hereafter use or disclose the source code, object code or
Documentation for the Advantage System or any other nonpublic components of the
Advantage System without the prior written consent of IAI.
ARTICLE 5: ONE TIME LICENSE AND CONSULTING PAYMENT
5.1 Monthly Payment. The one time license and consulting payment of $651,000
($498,000 license and $153,000 consulting) shall be paid with 12% interest as
follows: Commencing on January 1, 1997 and continuing thereafter on the first
day of each month for Sixty (60) consecutive months (through and including
December 1, 2001), IAI shall pay PREMIS a monthly payment in the amount of
$14,481 per month (the "Monthly Payment").
5.2 Withholding or Setoff of Payments. If IAI is required to pay any third
party for the continued use of the Third Party Software/Materials or any other
component of the PREMIS System, except for those add-on products that require a
run-time royalty, IAI may in addition to its other remedies deduct and setoff
from the Monthly Payment, and/or the purchase price under Article 10 below, the
amount of the payment made to such third party(s) and such other damage amount.
In addition, IAI may setoff against the Monthly Payment any maintenance
revenue which has been collected by PREMIS on or before the date of this
Agreement for services to be performed after December 31, 1996 under
maintenance agreements listed in Exhibit 3.2, which revenue amount is
represented by PREMIS to be $35,225.36. IAI shall not be entitled to set-off
revenues payable to IAI pursuant to Section 3.1 or 3.4 hereof.
5.3 Taxes. PREMIS shall pay all sales and use taxes imposed by the license
and sale of the Advantage System to IAI.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF PREMIS
PREMIS agrees, represents and warrants as follows:
6.1 Interpretation. Each of the representations and warranties contained in
this Article 6 are made by PREMIS for the benefit of IAI, and PREMIS
acknowledges that each of such representations and warranties are material.
6.2 Organization. PREMIS is a corporation duly organized, validly existing
and in good standing under the laws of the State of Minnesota and has the
corporate power and authority to own, lease and operate its properties and to
carry on its activities as now being conducted.
6.3 Authority. PREMIS has the corporate power and authority to enter into
this Agreement and to carry out the transactions contemplated by this
Agreement. The transactions and activities contemplated by this Agreement have
been duly authorized by its board of directors and shareholders and no other
actions on its part or on the part of any other person or entity are necessary
to authorize the transactions and activities contemplated by this Agreement.
This Agreement has been duly authorized, executed and delivered by PREMIS and
is a legal, valid and binding agreement enforceable against PREMIS in
accordance with its terms. This Agreement does not violate the Articles of
Incorporation or Bylaws of PREMIS or any other agreement to which PREMIS is a
party.
6.4 Ownership. Except only for the Third Party Software/Materials which are
licensed to PREMIS, PREMIS owns all right, title and interest in and to the
Advantage System and has not sold or assigned any interest in the Advantage
System to any person.
6.5 Proprietary Rights; Absence of Liens. The Advantage System, including,
without limitation, each component and part thereof, and the copying,
distribution or use of such system pursuant to the Exclusive License, does not
and will not infringe upon or violate any patent, copyright, trade secret,
trademark or other intellectual property right (whether conferred by statute,
code, common law or otherwise) of any third party. The Advantage System, as
developed by PREMIS, is an original work of authorship of PREMIS. All rights
of authorship of PREMIS's employees and representatives in the development of
the Advantage System have been assigned to PREMIS. As of the effective date of
this Agreement and throughout the Five-Year Term, PREMIS warrants that the
Deliverables and the Advantage System are and shall remain free and clear of
any liens or encumbrances. Upon the exercise of the purchase option by IAI
pursuant to Article 10 below, PREMIS shall transfer the Advantage System to IAI
free and clear of any liens or encumbrances. Upon the exercise of the purchase
option by IAI pursuant to Article 10 below, PREMIS shall transfer the Advantage
System to IAI free and clear of any liens or encumbrances.
6.6 Existing License Agreements and Existing Maintenance Agreements. PREMIS
is in compliance with all Existing License Agreements and Existing Maintenance
Agreements. Each of the Existing License Agreements and Existing Maintenance
Agreements assumed by IAI under Article 3 above are fully assignable to IAI
without consent from or notice to the other parties thereto.
6.7 Most Current Software Release Warranty. The version and release of the
Advantage System delivered to IAI as part of the Deliverables is the most
current commercially available version or release as of the effective date of
this Agreement.
6.8 Advantage System Response and Performance. The Advantage System currently
substantially operates in accordance with the specifications included in the
Documentation.
6.9 Absence of Timers Warranty. The Advantage System does not contain any
timers, clocks or similar devices whose principal purpose is to render the
Advantage System, or any portion thereof, inoperable at any time in the future.
6.10 Brokers and Finders. PREMIS has not employed or retained any broker or
finder, or incurred any liability for any brokerage fees, commissions or
finders fees in connection with the transactions contemplated by this
Agreement.
6.11 Source Code. PREMIS has delivered to IAI the original and all except one
copy of the source code for the Advantage System. PREMIS shall retain one copy
thereof but agrees not to let anyone else have access to that one copy during
the term of this Agreement.
6.12 Miscellaneous. In no event will PREMIS convey any title or interest in
the Advantage System to any third party. In addition, PREMIS agrees to refer
any potential customers to IAI who contact PREMIS for food brokerage, software
or services.
ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF IAI
IAI agrees, represents and warrants as follows:
7.1 Interpretation. Each of the representations and warranties contained in
this Article 7 are made by IAI for the benefit of PREMIS, and IAI acknowledges
that each of such representations and warranties are material.
7.2 Organization. IAI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Ohio and has the corporate
power and authority to own, lease and operate its properties and to carry on
its activities as now being conducted.
7.3 Authority. IAI has the corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated by this Agreement.
The transactions and activities contemplated by this Agreement have been duly
authorized by its board of directors and no other actions on its part or on the
part of any other person or entity are necessary to authorize the transactions
and activities contemplated by this Agreement. This Agreement has been duly
authorized, executed and delivered by IAI and is a legal, valid and binding
agreement enforceable against IAI in accordance with its terms. This Agreement
does not violate the Articles of Incorporation or Bylaws of IAI or any other
agreement to which IAI is a party.
7.4 Brokers and Finders. IAI has not employed or retained any broker or
finder, or incurred any liability for any brokerage fees, commissions or
finders fees in connection with the transactions contemplated by this
Agreement.
ARTICLE 8: INDEMNIFICATION BY PREMIS
PREMIS shall, at PREMIS's cost and expense, defend, indemnify and hold
harmless IAI, its distributors, sublicensees, customers and Premis Corporation,
and their respective agents, employees, officers, directors, successors and
assigns, from and against any and all claims, actions, damages, liabilities,
costs and expenses (including, without limitation, attorneys' fees and expenses
arising out of the defense of any claim) relating to or arising out of (a) any
claim or allegation that the Advantage System, including, without limitation,
any component or part thereof, infringes upon or violates any patent,
copyright, trade secret, trademark or other intellectual property right, (b)
any claims for noncompliance by PREMIS with the obligations under the Existing
License Agreements and Existing Maintenance Agreements, not expressly assumed
by IAI under Article 3 above, (c) any claims by any vendor of the Third Party
Software/Materials pertaining to the obligations of PREMIS arising prior to the
effective date of this Agreement, and (d) the operation or liabilities of
PREMIS's business.
ARTICLE 9: TERM AND TERMINATION
9.1 Term. This Agreement shall become effective as of the date first set
forth above and shall continue in effect until December 31, 2001, subject to
earlier termination as provided in Section 9.2 below (the "Five-Year Term").
9.2 Termination. The Five-Year Term and this Agreement may be terminated only
as follows:
(a) Breach. Failure by PREMIS or IAI to comply with any term or condition
under this Agreement shall entitle the other party to give the party in default
written notice requiring it to cure such default. If the party in default has
not cured such default within sixty (60) days after receipt of notice
describing the alleged default, the notifying party shall be entitled, in
addition to any other rights it may have under this Agreement, or otherwise
under law (unless limited by this Agreement), to terminate this Agreement by
giving notice to take effect immediately.
(b) Mutual Agreement. This Agreement may be terminated at any time by mutual
written agreement between the parties.
(c) Purchase of the Advantage System by IAI pursuant to Section 10.1 hereof.
9.3 Rights and Duties Upon Termination. In the event IAI fails to purchase
the Advantage System, upon termination of this Agreement, all rights of IAI
under the Exclusive License shall terminate, except that IAI and its affiliates
shall continue to have a nonexclusive license to copy, distribute and use the
Advantage System to the extent necessary to satisfy any warranty, maintenance,
support and other related obligations to existing customers. This does not
limit either party from exercising any other available remedies in the event of
a default hereunder.
9.4 Other Rights and Remedies of IAI. The parties acknowledge that any breach
or evasion by PREMIS or its shareholders of any provision of this Agreement
will result in immediate and irreparable injury and harm to IAI and its
affiliates, and may cause IAI and its affiliates to suffer damages in amounts
difficult to ascertain. Accordingly, upon such breach, which has not been
timely cured, IAI shall be entitled to the remedies of injunction and specific
performance, or either of such remedies, as well as other legal or equitable
remedies to which IAI may be entitled. All such rights and remedies shall be
cumulative, and the exercise of any one of them shall not be deemed to be a
waiver of any other. The prevailing party in any litigation under this
Agreement shall be entitled to recovery of reasonable attorneys' fees, in
addition to other relief.
9.5 Other Rights and Remedies of PREMIS. The parties acknowledge that any
breach or evasion by IAI or its shareholders of any provision of this Agreement
will result in immediate and irreparable injury and harm to PREMIS and its
affiliates, and may cause PREMIS and its affiliates to suffer damages in
amounts difficult to ascertain. Accordingly, upon such breach, which has not
been timely cured, PREMIS shall be entitled to the remedies of injunction and
specific performance, or either of such remedies, as well as other legal or
equitable remedies to which PREMIS may be entitled. All such rights and
remedies shall be cumulative, and the exercise of any one of them shall not be
deemed to be a waiver of any other. The prevailing party in any litigation
under this Agreement shall be entitled to recovery of reasonable attorneys'
fees, in addition to other relief.
9.6 Survival and Termination Liability. The terms and provisions of Articles
1, 3, 4, 6, 7, 8, 9 and 11 and 2.3, 2.4, 2.5 and 2.6 of this Agreement shall
survive the expiration or any earlier termination of this Agreement.
ARTICLE 10: OPTION TO PURCHASE THE ADVANTAGE SYSTEM
10.1 IAI's Election to Purchase. At any time before expiration of the
Five-Year Term, IAI may notify PREMIS of IAI's election to purchase the
Advantage System, at which time IAI shall pay to PREMIS (i) $750,000, plus
interest on that amount at the rate of 6% per annum for a time period equal to
the period from January 1, 1997 to the date of the election to purchase; (ii)
minus the sum of all monthly payments under Section 5.1 which have been paid as
of the date of election to purchase. PREMIS shall then execute and deliver an
assignment, under which PREMIS assigns to IAI all worldwide right, title and
interest in and to the Advantage System, and all copyrights, trademarks,
patents, patent applications, trade secrets and other rights therein, free and
clear of any liens, claims or encumbrances, together with the same
representations and warranties regarding ownership and noninfringement as
contained in Article 6 above. In addition, PREMIS shall provide IAI with all
of its copies of the source code, object code and Documentation for the
Advantage System.
10.2 IAI's Election Not to Purchase. If IAI does not elect to purchase the
Advantage System as provided in Section 10.1 above, IAI's rights shall include
the right to support to existing customers, including the issuance of
maintenance and support agreements.
ARTICLE 11: GENERAL
11.1 Assignment. IAI shall not assign or otherwise transfer this Agreement or
any right or obligations herein (including, without limitation, by a change in
the majority ownership or control of IAI) without giving at least ten (10) days
advance notice to PREMIS (such assignment shall not relieve IAI or its
shareholders of their obligations hereunder).
11.2 Headings. The article, section and subsection headings are for
convenient reference and are not a part of this Agreement.
11.3 Waiver. No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any prior, concurrent, or subsequent breach of the same
or any other provisions hereof, and no waiver shall be effective unless made in
writing.
11.4 Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered personally or via FAX
(all FAX's shall also be mailed in accordance with this Section 11.4) or sent
by registered or certified mail, postage prepaid and return receipt requested,
to the attention of the "President" at the parties' respective addresses set
forth in the first paragraph of this Agreement (or to such other address as the
parties shall designate by notice to the other in accordance with this Section
11.4) and shall be deemed to have been given as of the date of personal
delivery, as of the date on the receipt or as of the date returned unclaimed by
the Postal Service.
11.5 Modifications. This Agreement can only be modified by written agreement
duly signed by the parties.
11.6 Governing Law and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA.
IAI AGREES THAT VENUE FOR ANY ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT WILL BE IN A STATE OR FEDERAL COURT SITTING WITHIN THE STATE OF
MINNESOTA. IAI HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF
SAID COURTS FOR THAT PURPOSE AND HEREBY SPECIFICALLY WAIVES ANY OTHER
JURISDICTION.
11.7 Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the Term
hereof, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its severance from this
Agreement.
11.8 Force Majeure. Neither party shall be in default by reason of any
failure in performance of this Agreement in accordance with the terms herein if
such failure arises out of causes beyond the control and without the fault or
negligence of such party. Such causes may include, but are not restricted to,
acts of God or public enemy, acts of the government in its sovereign or
contractual capacity, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes, power failures, and unusually severe weather; but
in every case the failure to perform must be beyond the control and without
fault or negligence of the party failing to perform.
11.9 Complete Agreement. The terms and provisions contained in the above
recitals and in this document and the Exhibits referred to herein
(collectively, the "Agreement") contain the complete agreement between the
parties concerning the subject matter hereof and supersede all prior
understandings, proposals or agreements, and all prior communications between
the parties relating to the subject matter of this Agreement. No
representation, warranty, promise, inducement or statement of intention has
been made by the parties which is not embodied in this Agreement or in the
documents expressly referred to herein, and neither PREMIS nor IAI shall be
bound by or liable for any alleged representation, promise, inducement or
statement of intention not so set forth.
11.10 Expenses. Each party hereto shall pay its own costs and expenses
incurred in connection with the negotiation and preparation of this Agreement
and the consummation of the transactions contemplated herein; provided,
however, that PREMIS shall pay any sales or use taxes incurred in connection
with the purchase of the Advantage System.
11.11 Construction. The language in all parts of this Agreement shall in all
cases be construed as a whole according to its fair meaning, strictly neither
for nor against any party hereto, and without implying a presumption that the
terms thereof shall be more strictly construed against one party by reason of
the rule of construction that a document is to be construed more strictly
against the person who himself or through his agent prepared the same, it being
agreed that representatives of both parties have participated in the
preparation hereof.
11.12 Counterparts. This Agreement may be executed in one or more
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as of the day and year first above written.
PREMIS CORPORATION INFORMATION ACCESS INCORPORATED
By /s/ F.T. Biermeier By /s/ Edward Schnell
President Chairman and Chief Operating Officer
Exhibit 1.1
Copyrights and Description of the Advantage System
PRODUCT DESCRIPTION
.
Advantage Food Brokerage Management System
Retail Retail Store Audit and Merchandiser Reporting
System - Includes Handheld and Pen Based Field
Systems.
Spoils Reclaimed Products Payment and Reporting System
Bid Institutional Bid Management System for
Foodservice Brokers
Options End User Call Reporting System for Foodservice
Brokers - Includes Windows Based Field System.
ADD ON SYSTEMS FOR ABOVE PRODUCTS
EDI Electronic Data Interchange for Communications
With Broker Customers and Principals.
Direct FAX Computer Based Outbound FAX for Automatic
Transmission of Brokers Orders.
Forms Fill and Print Customer Forms Automatically
Using Advantage System Data.
Inventory Principal Consignment Inventory System.
Commission Management Commissions Receivable System With Accounting
System Interface
Budgeting Annual Business Budgeting System.
Marketing Funds Principal Marketing Funds Management.
Inform Report Writer User definable Reporting From Advantage Data
Bases
Institutional Contracts Contract Tracking for Institutional Brokers.
Exhibit 1.2
Trademarks
TRADMARK REGISTERED
Advantage No
Retain No
Options No
Exhibit 1.3
Third Party Software/Materials
PRODUCT RUNTIME REQUIRED VENDOR
DIAD NO PREMIS
Terminal Control NO PREMIS
Ctar YES Unitrends
JetForm YES JetForm
Tiny Term YES Century Software
ICE Ten YES James River Group
SCO UNIX, Xenix,
Open Server YES Santa Cruz Operation
AIX (UNIX) YES IBM
Mlink YES Corporate Microsystems
Word Perfect (UNIX) YES Corel
Raima Data Manager NO Raima Corporation
Raima Data Server YES Raima Corporation
Exhibit 3.1
Existing License Agreements
Exhibit 3.2
Existing Maintenance Agreements
Exhibit 3.4
Existing EDI Agreements
EXHIBIT 21.1
PREMIS Systems Canada Incorporated, a Nova Scotia, Canada Corporation.
Principal offices located in Toronto, Canada (1).
REF Retail Systems Corp. Incorporated, a Nova Scotia, Canada Corporation.
Principal offices located in Toronto, Canada (1).
Softworks Group, Inc., an Ontario, Canada Corporation. Principal offices
located in Toronto, Canada (2).
(1) The Registrant expects to file for an Order of Amalgamation of PREMIS
Systems Canada Incorporated and REF Retail Systems Corp. Incorporated on July
31, 1997.
(2) The Registrant expects to wind down Softworks Group, Inc. on July 31, 1997
EXHIBIT 23.1
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-03161) of PREMIS Corporation, of our report
dated June 10, 1997 appearing in this Form 10-KSB.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
June 10, 1997
EXHIBIT 99.1
PREMIS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
To the Stockholders and
Board of Directors of
PREMIS Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of PREMIS
Corporation and its subsidiaries at March 31, 1997 and 1996, and the results of
their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles. These consolidated 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 of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
June 10, 1997
PREMIS CORPORATION
CONSOLIDATED BALANCE SHEET
March 31,
ASSETS 1997 1996
Current assets:
Cash and cash equivalents $ 2,433,439 $ 668,083
Short-term investments 300,000
Trade accounts receivable, net of allowance
for doubtful accounts of $240,581 and
$82,420, respectively 2,136,680 1,204,874
Refundable income taxes 246,846
Inventory 396,295 282,720
Cost and estimated earning in excess of billings 164,537
Prepaids and other assets 367,466 11,537
Deferred taxes 133,921 33,000
Current portion of note receivable 104,158
Total current assets 5,983,342 2,500,214
Property and equipment, net 1,395,445 83,525
Note receivable 522,689
Software distribution rights,
net of accumulated amortization
of $242,763 and $158,776 165,314 249,301
Total assets $ 8,066,790 $ 2,833,040
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 587,349 $ 137,964
Accrued liabilities 684,297 228,524
Accrued income taxes 510,000
Unearned income 787,065 229,072
Bank line of credit 245,820
Current portion of notes payable - banks 29,194 17,746
Current portion of other notes payable 144,803 85,182
Current portion of capital lease obligation 55,684
Total current liabilities 2,534,212 1,208,488
Long-term liabilities:
Unearned income 186,750
Notes payable - banks 84,256 9,721
Other notes payable 68,125 102,376
Capital lease obligation 855,386
Total long-term liabilities 1,194,517 112,097
Commitment and contingencies (Note 15)
Stockholders' equity:
Common stock, 10,000,000 shares
authorized, 4,734,027 and 2,609,444 shares
issued and outstanding, $.01 par value 47,340 26,094
Additional paid-in capital 9,702,940 731,181
Retained earnings (accumulated deficit) (5,406,695) 755,180
Cumulative translation adjustment (5,524)
Total stockholders' equity 4,338,061 1,512,455
Total liabilities and stockholders' equity $ 8,066,790 $ 2,833,040
See accompanying notes to the consolidated financial statements.
PREMIS CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended March 31,
1997 1996
Revenue:
System sales $ 7,224,948 $ 4,956,316
Maintenance fees and other revenue 1,525,530 945,845
Total revenue 8,750,478 5,902,161
Cost of sales:
Systems 4,400,622 2,539,071
Support 216,029 497,251
Total cost of sales 4,616,651 3,036,322
Gross profit 4,133,827 2,865,839
Operating expenses:
Selling, general, and administrative expenses 2,787,943 1,204,065
Research and development expenses 736,040 303,000
Purchased research and development 6,509,981
Total operating expenses 10,033,964 1,507,065
Income (loss) from operations (5,900,137) 1,358,774
Interest income (expense), net 24,427 (4,142)
Other income 32,613
Net income (loss) before income taxes (5,843,097) 1,354,632
Income tax expense 318,778 527,000
Net income (loss) $ (6,161,875) $ 827,632
Earning (loss) per share $ (1.67) $ 0.28
Weighted average shares of common
stock and common stock equivalents 3,691,622 2,925,581
See accompanying notes to the consolidated financial statements.
PREMIS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended March 31,
1997 1996
Cash flows from operating activities:
Net income (loss) $ (6,161,875) $ 827,632
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities:
Depreciation and amortization 206,028 101,983
Purchased research and development 6,509,981
Changes in assets and liabilities,
net of effect from acquisition:
Accounts receivable (498,346) (663,634)
Refundable income taxes (130,190)
Cost and estimated earnings in excess of billings (61,275)
Inventory (113,575) (117,165)
Prepaids and other assets (326,573) (10,337)
Deferred taxes (77,760) 17,000
Accounts payable 79,508 (39,375)
Accrued liabilities (82,342) 596,434
Unearned income (199,918) 533
Net cash provided (used) by operating activities (856,337) 713,071
Cash flows from investing activities:
Short-term investments 300,000 (300,000)
Purchase of property and equipment (224,573) (72,325)
Sale of property and equipment 16,350
Purchase of software distribution rights (4,167)
Cash paid in purchase of REF Retail Systems (6,572,935)
Cash acquired in purchase of REF Retail Systems 173,911
Net cash (used) by investing activities (6,323,597) (360,142)
Cash flows from financing activities:
Proceeds from common stock offering 8,729,675
Borrowing under line of credit 245,820
Proceeds from note receivable 24,153
Exercise of common stock options 137,320 2,813
Repayment of debt (152,748) (111,680)
Capital lease obligations (38,930) (2,938)
Net cash provided (used) by financing activities 8,945,290 (111,805)
Net increase in cash 1,765,356 241,124
Cash and cash equivalents at beginning of year 668,083 426,959
Cash and cash equivalents at end of year $ 2,433,439 $ 668,083
See accompanying notes to the consolidated financial statements.
PREMIS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
Additional Cumulative
CommonStock Paid-in Translation Retained
Shares Amount Capital Adjustments Earnings Total
Balance at
March 31, 1995 2,590,694 $ 25,906 $ 728,556 $ (72,452) $ 682,010
Stock options
exercised 18,750 188 2,625 2,813
Net income 827,632 827,632
Balance at
March 31, 1996 2,609,444 26,094 731,181 755,180 1,512,455
Stock issued
through the
exercise of
stock options 112,083 1,121 262,209 263,330
Sale of common
stock, net of
offering cost
of $1,332,825 2,012,500 20,125 8,709,550 8,729,675
Currency
translation adjustment $(5,524) (5,524)
Net income (loss) (6,161,875) (6,161,875)
Balance at
March 31, 1997 4,734,027 $47,340 $9,702,940 $(5,524)$(5,406,695) $(4,338,061)
See accompanying notes to the consolidated financial statements.
PREMIS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
PREMIS Corporation (the "Company") develops, markets and supports a line
of enterprise-wide solutions to the information needs of multi-store specialty
and general merchandise retailing chains. The Company's information
management softwaresystems are designed to assist businesses with the
day-to-day management of their operations and long-term strategic planning.
NOTE 2 - ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
Supplemental Cash Flow Information
Year Ended March 31,
1997 1996
Cash paid during the year for interest $83,022 $-
Cash paid during the year for income taxes 944,610 -
Capital lease obligation 950,000 -
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
Investments
Investments include Municipal bonds. Investments are classified as available
for sale and carried at fair value, with unrealized appreciation or
depreciation included in shareholder's equity, net of deferred income taxes.
Generally, realized investment gains and losses are based upon specific
identification of the investment assets. Unrealized investment gains and
losses, net of deferred income taxes, if applicable, are included in
shareholder's equity. There were no unrealized gains or losses on bond
investments at March 31, 1996.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market.
Inventories consist primarily of computer equipment held for resale.
Property and Equipment
Property and equipment are stated at cost and depreciated for financial
statement purposes on a straight-line basis over the estimated useful life
of the assets. Depreciation expense for the years ended March 31, 1997
and 1996 was $122,041 and $21,201, respectively. A summary of property
and equipment is as follows:
Depreciation
Lives 1997 1996
Building capital lease 10 years $950,000
Furniture and equipment 5 - 7 years 662,683 $ 225,437
Leasehold improvements 7 years 70,964 31,773
Less accumulated depreciation
and amortization (288,202) (173,685)
$1,395,445 $83,525
Software Distribution Rights
The Company has acquired certain software marketing licenses and distribution
rights. The costs are capitalized and amortized using the straight-line
method over the term of the agreements which range from three to five years.
Foreign Currency Translation and Transactions
Foreign assets and liabilities are translated using the fiscal year-end
rates of exchange. Results of operations are translated using the average
exchange rates throughout the period. Translation gains or losses, net of
applicable deferred taxes, are accumulated as a separate component of
stockholders' equity.
Research and Development Costs
Research and development expenditures are charged to operations as incurred.
Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed,"
requires capitalization of certain software development costs subsequent
to the establishment of technological feasibility of the products in
development. Costs have not been capitalized because post-technological
feasibility costs are immaterial to both total assets and pre-tax results
of operation.
Revenue Recognition
System sales include software license, hardware and long-term system
installation contract revenue. The Company records revenues from software
licenses and hardware upon installation and customer acceptance. Customers
are provided with a warranty period which provides customer support for a
90-day period. No reserve has been provided, since warranty costs have been
insignificant. After the 90-day warranty period, support is provided only
if a maintenance contract is in place. Revenues derived from system
maintenance contracts are deferred and recognized ratably over the contract
period.
Revenues under long-term system installation contracts are recognized over
the period the Company satisfies its obligation using the
percentage-of-completion method. Progress on the contracts is measured
by the percentage of cost incurred to date to the total estimated cost
for each contract. Management considers cost to be the best available
measure of progress on these contracts. Changes in conditions and estimated
earnings may result in review of estimated costs and earnings during the
course of the contract and are reflected in the accounting period in which
the facts which require the revisions become known. In the normal course
of business, the Company may also be subject to a risk of loss by incurring
costs to complete a contract in excess of the fixed bid price.
Net Earnings Per Share of Common Stock
Net earnings per share was computed by dividing net income by the weighted
average number of shares of common stock and dilutive common stock
equivalents using the treasury stock method.
Income Taxes
The Company accounts for income taxes under the liability method of
accounting. Deferred tax assets and liabilities are determined based on
the difference between the financial statement and tax basis of assets and
liabilities reduced by valuation allowances as necessary.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents,
short-term trade receivables and payables for which current carrying amounts
approximate fair market value. Additionally, interest rates on outstanding
debt are at rates which approximate market rates for debt with similar terms
and average maturities.
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 revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Stock Options
The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," regarding
disclosure of pro forma information for stock compensation. As is allowed
by Statement No. 123, the Company will continue to measure compensation
cost using the methods described in Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issues to Employees."
Reclassifications
Certain amounts presented in the 1996 consolidated financial statements
have been reclassified to conform with the 1997 presentation.
Recently Issued Accounting Standard
In February 1997, the Financial Accounting Standards Board Issued Statement
No. 128, "Earnings Per Share" (FAS No. 128"). FAS No. 128 applies to entities
with publicly-held common stock or potential common stock and is effective for
financial statements issued for periods ending after December 15, 1997.
Under FAS No. 128, the presentation of primary earnings per share is replaced
with a presentation of basic earnings per share. FAS No. 128 requires dual
presentation of basic and diluted earnings per share for entities with complex
capital structures. Basic earnings per share includes no dilution and is
computed by dividing net income (loss) available to common stockholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per shares reflects the potential dilution of securities
that could share in the earnings of an entity, similar to fully diluted earnings
per share. Management believes the adoption of FAS No. 128 will not have a
material effect on the financial statements.
NOTE 3 - ACQUISITION OF REF RETAIL SYSTEMS CORPORATION
In October 1996, the Company acquired REF Retail Systems Corporation ("REF"),
a Toronto based provider of Windows NT.-based specialty retailing management
software, for $6,572,000 cash, which includes expenses of $72,000, in exchange
for all outstanding common stock of REF. The acquisition has been accounted
for using the purchase method. Subsequent to the acquisition, the Company
expensed all purchased research and development in process of $6,510,000 based
upon an independent appraisal.
Operating results for the acquisition are included in the accompanying
consolidated statements of operations from October 1, 1996. Assuming the
above described company had been acquired on April 1, 1995, unaudited pro
forma consolidated revenues, net income (loss) and net income (loss) per share
would have been as follows:
Year Ended
December 31,
1997 1996
Net revenues $10,166,000 $9,099,000
Net income (loss) $(7,448,000) $ 541,000
Net income (loss) per share $ (2.02)$ 0.18
The pro forma information provided above does not purport to be indicative of
the results of operations that would actually have resulted if the acquisition
were made as of those dates or of results which may occur in the future.
NOTE 4 - COMPLETION OF COMMON STOCK OFFERING
On October 1, 1996, the Company successfully completed a secondary offering
of common stock. The Company sold 2,012,500 shares of common stock in the
offering for $8,729,675 net of issuance costs of $1,332,825.
NOTE 5 - COSTS, ESTIMATED EARNINGS AND BILLINGS ON UNCOMPLETED CONTRACTS
IN PROGRESS
Costs, estimated earnings and billings on uncompleted contracts are
summarized as follows:
Costs incurred on uncompleted contracts $543,731
Estimated earnings 507,292
1,051,023
Billings to date 886,486
Costs and estimated earnings in excess of billings $164,537
The amount is included in current assets as all contracts in progress are
expected to be completed within one year.
Billings in excess of costs and earnings of $29,745 are included in unearned
revenue at March 31, 1997.
NOTE 6 - LEASE COMMITMENTS
The Company is obligated under various capital and operating leases for
equipment and office facilities. These leases expire over the next ten years.
The present value of the future minimum capital lease payments for the office
facilities described in Note 15 and future payments due under noncancelable
operating leases, excluding executory costs such as management and maintenance
fees, are as follows:
Fiscal Year Ending Capital Operating
March 31, Leases Leases
1998 $161,724 $236,671
1999 161,724 154,917
2000 161,724 144,638
2001 161,724 144,638
2002 161,724 144,638
Thereafter 714,281 542,389
Total future minimum lease payments 1,522,901 $1,367,891
Less: Amount representing interest (611,831)
Present value of future minimum
capital lease payments $911,070
The cost of the facilities under capital lease was $950,000 and the related
accumulated deprecation was $55,419 as of March 31, 1997.
Total rent expense under operating leases was approximately $188,000 and
$115,000 for the years ended March 31, 1997 and 1996, respectively.
NOTE 7 - LINE OF CREDIT
The Company has a $289,200 ($400,000 Canadian dollars) line of credit,
bearing interest at the Canadian prime rate plus 1%. The Canadian prime
rate was 4.75% at March 31, 1997. The line of credit is uncommitted and
payable upon demand. Borrowings are limited to 75% of eligible accounts
receivable, as defined. The amount available at March 31, 1997 was $289,200
less the balance outstanding of $245,820. The line of credit are
collateralized by substantially all the assets of PREMIS Systems Canada
(formerly REF Retail Systems Corporation).
NOTE 8 - STOCK OPTIONS
The PREMIS Corporation 1994 Employee Stock Option Plan (the "Plan") was
adopted to provide incentives to selected eligible officers and key employees
of the Company. As adopted, the Plan authorizes qualified options for up
to 500,000 shares of common stock. In addition, the Board of Directors has
reserved 600,000 shares of common stock for non-qualified stock options.
Options granted typically have five-year terms and vest annually over four
years.
A summary of changes in outstanding options and common shares reserved
under the Plan are as follows:
Weighted-
Shares Average
Available Options Exercise
for Grant Outstanding Price
Balance at March 31, 1995 490,000 610,000 $0.16
Granted (340,000) 340,000 1.44
Exercised (18,750) 0.15
Canceled 206,250 (206,250) 0.29
Balance at March 31, 1996 356,250 725,000 0.72
Shares authorized 650,000
Granted (1,019,376) 1,019,376 5.17
Exercised (112,083) 1.22
Canceled 260,167 (260,167) 1.62
Balance at March 31, 1997 247,041 1,372,126 $3.82
The following table summarizes information about the stock options outstanding
at March 31, 1997:
Options Outstanding Options Exercisable
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Rangeof Number Contractual Exercise Number Exercise
ExercisePrice Outstanding Life Price Exercisable Price
$0.15 - $0.50 368,750 2.5 years $0.17 330,000 $0.17
$1.125 - $3.00 29,329 3.9 years 1.79 1,250 1.50
$5.00 - $6.25 974,047 8.1 years 5.26 650,000 5.00
1,372,126 6.5 years $3.82 981,250 $3.37
Options outstanding under the Plan expire at various dates from 1999 to 2001.
The number of options exercisable as of March 31, 1997, 1996 and 1995 were
981,250, 331,250 and 300,000, respectively. The weighted-average fair value
of options granted during 1997 and 1996 are $2.32 and $0.55, respectively.
Pro forma information regarding net loss and loss per share is required by
Statement No. 123, and has been determined as if the Company had accounted for
its employee stock options under the fair value method of that Statement.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1997 and 1996, respectively; risk-free interest rates of
6.2%; volatility factors of the expected market price of the Company's Common
Stock of 40% and 30%; and a weighted-average expected life of the option of
five years.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The pro forma
effect on the net income (loss) for 1997 and 1996 does not take into
consideration pro forma compensation expense related to grants made prior to
fiscal 1996. The Company's pro forma information is as follows:
Year Ended March 31,
1997 1996
Pro forma net income (loss) $(7,758,000) $814,000
Pro forma income (loss) per share $(2.10) $0.28
NOTE 9 - NOTES PAYABLE
The Company's notes payable - bank at March 31, 1997 consist of the following
Small Business Development Loans which are secured by substantially all assets
of the Company.
1997 1996
Note payable - bank, monthly payments
$1,388 through October 20, 1997, variable
interest at 10.25% $27,467
Note payable - bank, monthly principal
payments of $936 through December 2000,
interest at 3% above the Canadian prime rate
(7.75% at March 31, 1997) $42,109
Note payable - bank, monthly principal
payments of $1,170 through February 2001,
interest at 3% above the Canadian prime rate
(7.75% at March 31, 1997) 55,012
Note payable - bank, monthly principal payments
of $327 through May 2001, interest at 3% above
the Canadian prime rate (7.75% at March 31, 1997) 16,329
113,450 27,467
Less: Current portion 29,194 17,746
$84,256 $9,721
The Company has notes payable as follows:
1997 1996
Note payable to an individual (assumed with
REF acquisition), monthly principal payments
of $1,506 through August 2000, interest at 7% $61,755
Note payable for purchase of software license,
monthly payments of $8,342 through April 1999
(see Note 11) 102,376 $187,558
Inventory note payable, monthly payments
of $2,384 through February 1999, interest
at 9.7% 48,797
212,928 187,558
Less: Current portion 44,803 85,182
$68,125 $102,376
NOTE 10 - INCOME TAXES
Income tax expense is comprised of the following:
1997 1996
Current income tax provision (benefit):
Federal $406,000 $400,000
State (10,000) 110,000
Foreign (371,301)
Total current taxes 24,699 510,000
Deferred income taxes:
Federal (59,000) 15,000
State (9,000) 2,000
Foreign (32,921)
Total deferred taxes (100,921) 17,000
Valuation allowance 395,000
Income tax expense $318,778 $527,000
A reconciliation of the expected federal statutory rate for the years ended
March 31, 1997 and 1996 is as follows:
1997 1996
Expected tax provision (benefit) at
statutory rate $(1,987,000) $462,000
State income tax provision,
net of federal tax effect 50,000 81,000
Non-deductible acquisition costs 2,213,000
Foreign tax benefit (134,000)
Foreign research and development credit (187,000)
Valuation allowance 395,000
Other (31,222) (16,000)
318,778 527,000
Deferred tax assets (liabilities) are comprised of the following at March 31:
1997 1996
Allowance for doubtful accounts $64,000 $33,000
Net operating loss carryforwards 134,000
Business credit carryforwards, net 209,000
Deferred facility costs 88,000
Other 33,921
Gross deferred tax assets 528,921 33,000
Less valuation allowance (395,000)
Net deferred tax asset $133,921 $33,000
NOTE 11 - PURCHASE OF SOFTWARE LICENSE AND DISTRIBUTION RIGHTS
During fiscal year 1995, PREMIS purchased a software license and distribution
rights for a period of five years for $403,910. In addition to the purchase
price, the Company must make contingent royalty payments based on a percentage
of the net cash receipts from related sales. The Company capitalized the
purchase price as software distribution rights and is amortizing the amount
over the term of the agreement. Amortization of $83,987 and $80,782 is
included in cost of sales for the years ended March 31, 1997 and 1996,
respectively.
NOTE 12 - EMPLOYEE BENEFITS
The Company has a retirement savings plan which qualifies under the Internal
Revenue Code Section 401(k) which covers substantially all U.S. employees of
the Company. All employees with at least 90 days of employment are eligible
to participate in the Plan. The Company's contributions to the Plan are based
on 15% of employee contributions which are subject to salary limitations.
Company contributions to the Plan were approximately $6,500 and $5,000 during
1997 and 1996, respectively. In fiscal 1996, the Company also paid a one time
discretionary profit sharing bonus of $16,000. There was no discretionary
Company contribution in fiscal 1997.
The Company has a defined contribution employee retirement plan covering
substantially all Canadian employees of the Company. All employees with at
least one year of employment are eligible to participate. The Company's
contributions to the plan range from 1% to 2% of the employee's compensation
depending upon length of service. The Company recognized expense of $10,147
for contributions to the plan for the year ended March 31, 1997.
NOTE 13 - SIGNIFICANT CUSTOMERS
Sales to one customer represented 43% and 64% of total revenues during 1997
and 1996, respectively. Additionally, this customer represented 46% and 61%
of trade accounts receivable at March 31, 1997 and 1996, respectively.
In 1997, a separate customer accounted for 15% of total revenues and 25%
of year-end trade accounts receivable.
NOTE 14 - SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT
On January 1, 1997, the Company and an unaffiliated corporation (licensee)
entered into a software license and distribution agreement. The Company,
in exchange for the granting of exclusive worldwide rights to the Advantage
System and providing training and other contract work over a limited time
period, received a note receivable for $651,000. The note receivable is
payable in 60 equal monthly installments of $14,481 and bears interest
at 12% At March 31, 1997, the outstanding balance of the note receivable
is $626,847, of which $104,158 is included in current assets. Licensing
revenue is being recognized ratably over two years and all training and
contract revenue is recognized as services are performed.
NOTE 15 - RELATED PARTY TRANSACTION AND COMMITMENT
Effective September 1, 1996, the Company entered into a lease agreement which
was recorded as a capital lease. The Company's executive offices and
operations currently occupy this facility. The facility is owned by a
limited liability partnership controlled by two officers, directors and
principal stockholders of the Company. The lease has an initial ten-year
term with monthly base rent of $13,477 and two successive two-year options
for renewal. On June 30, 1996, the Company prepaid $105,000 in base rent,
which reduces the minimum monthly base rent by $2,816 for the first 44 months
of the lease (an aggregate credit of $105,000 plus 9% interest per annum).
The Company has guaranteed the mortgage loan obligation of the limited
liability partnership with respect to this property in the principal amount
of $950,000. This loan carries interest at 2.75% over the rate on five-year
treasury notes.
NOTE 16 - SUBSEQUENT EVENT
On April 15, 1997, the Board of Directors authorized the repurchase of up
to $600,000 of the Company's common stock in the open market.
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