UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(Mark One)
[ * ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended March 31, 2000
[ ] 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 Employer Identification No.)
incorporation or organization)
13220 County Road 6, Plymouth, Minnesota 55441
(Address of principal executive office)
(612) 550-1999
(Issuer's telephone number)
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 i
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 [ * ] 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 10-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year. $3,798,238
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant as of June 6, 2000 was $3,226,134, based on the closing sale price
for the Company's Common Stock on that date as reported on the Over-The-Counter
Bulletin Board of the National Association of Securities Dealers. 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: Certain exhibits are incorporated by
reference as disclosed in Part III, Item13.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ * ]
PART 1
ITEM 1. Description of Business.
During the fiscal year ended March 31, 1999, the Board of Directors of (the
"Company" or "PREMIS") determined that greater shareholder value would be
obtained by the sale of the Company's business rather than continued
operations. See "RECENT HISTORY AND COMPANY STRATEGY" below. On July 15, 1999
the shareholders of the Company approved the sale of its subsidiary, PREMIS
Systems Canada, the distribution of a major portion of the cash assets of the
Company to the shareholders as a partial liquidating distribution, and the
search for a merger partner for the remaining assets of the Company.
Following the shareholder meeting and prior to the end of the fiscal year
ending March 31, 2000, the Company completed the sale of its Canadian
subsidiary, made a partial liquidating distribution of $1.1266 per share to its
shareholders, and continued to wind down operations and satisfy prior software
maintenance commitments. In addition, the Company has been actively seeking a
suitable merger partner to maximize the remaining shareholder investment.
EMPLOYEES
At June 1, 2000, the Company had no employees in Canada, 1 full-time contract
employee located in Plymouth, Minnesota and 1 full time employee in Henderson,
Nevada. The Company will continue to support existing non-OpenEnterprise
customers from the U. S. throughout the remaining wind down process. 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.
RECENT HISTORY AND COMPANY STRATEGY
Strategy
With the acquisition of REF Retail Systems Corporation ("REF") on October 1,
1996, the Company's strategy was to rapidly grow the Company and achieve and
secure a leadership position as a provider of enterprise-wide information
management systems. The Company's business strategy for attainment of its
objective was to provide innovative leading edge systems, expand the Company's
marketing and sales efforts to capitalize on first to market product
advantages, and pursue strategic acquisitions of complementary products and
service capabilities. However, in 1999 the Company's Board of Directors
re-evaluated this strategy and adopted a new strategy which involved
termination of the Company's operations and the exploitation of its software
products through sale or licensing to others. Sale of the Company's Canadian
business was approved by the shareholders at the Annual Meeting in July 1999
and consummated in November 1999.
Recent History
In September 1996 (prior to the Company's acquisition of REF), REF entered into
a sub-contractor arrangement with NCR Corporation ("NCR") in support of the
United States Postal Service ("USPS") POS ONE project to upgrade point of sale
systems in various post office locations throughout the United States. Under
the subcontractor arrangement with NCR, the Company's OpenStore product
framework and architecture would serve as the foundation of the point of sale
system for the USPS. Just prior to the acquisition of REF by the Company, REF,
in conjunction with NCR, decided to make significant changes to the underlying
framework architecture of OpenStore in support of the USPS POS ONE project.
The changes to the framework were expected to enhance the marketability of the
commercial release of OpenStore. However, the time and effort devoted to these
changes resulted in significant delays in the commercial release of OpenStore,
which worked to the detriment of the Company's commercial prospects for
OpenEnterpris
In August 1998, to improve its cash flow and reduce the breath of its product
support obligations, the Company announced a software license agreement with
NCR, which amended the subcontract for the USPS POS ONE program (the "NCR
Agreement"). The NCR Agreement eliminated the Company's obligations under its
previous POS ONE subcontract with NCR and licensed the Company OpenStore
technology to NCR for use in the POS ONE project. The Company received two
payments of $3,250,000 under the NCR Agreement - the first in 1998 and the
second in September 1999.
As a result of the initial delays encountered with the release of OpenStore,
discussed above, and other factors including the continued depletion of cash
reserves, the Company undertook a search for a corporate partner and/or a
purchaser of the Company. From April 1998 until February 1999, the Company,
with the assistance of an investment banking firm, engaged in an exhaustive and
unsuccessful search for a corporate partner and/or a purchaser of the Company.
On February 4, 1999, the Board of Directors of the Company voted to propose the
liquidation of the Company to its shareholders. On April 20, 1999 the Company
entered into an agreement, subject to shareholder approval, to sell all of its
stock in REF (renamed PREMIS Systems Canada ("PSC")), which held title to the
OpenEnterprise products, to ACA Facilitair, BV (ACA), a Netherlands company.
On July 15, 1999 the shareholders of the Company approved the sale of the
Canadian subsidiary, a partial liquidating distribution, and the search for a
merger partn
Risk Factors Associated with Continued Operations
In adopting the Company's new business strategy, the Company's Board of
Directors and management carefully evaluated future financial projections,
including the effect of the following risk factors. Although future financial
projections are necessarily subject to assumptions, the financial scenarios
evaluated all indicated a significant short fall in required financial
resources by the end of fiscal 2000.
Significant New Capital Requirements. The Board of Directors of the Company
believed that to continue development, attract new customers and achieve
market acceptance of its products, the Company would require substantial new
capital.
Continued Development and Installation of OpenEnterprise. The Company
estimated the continued development effort to ready the OpenEnterprise product
line could delay complete roll-out to its two current customer locations until
as late as October 1999.
Development of Direct Sales Force. As of February 4, 1999, the Company had no
direct sales force in place to market OpenEnterprise. The Company believed
that it would require substantial resources and time to attract and retain
high quality sales management and direct sales associates.
Marketing and Brand Recognition. The Company believed that significant
promotional and brand recognition expenditures would be necessary over the
next 12 months to continue positioning the product.
Client Services and Support. The Company had determined that to support the
OpenEnterprise product line a significant investment in attracting, hiring and
training key management personnel, customer support associates and the
procurement of state of the art support tools would be required.
Highly Competitive Market Place and Technological Obsolescence. The Company
believed as a result of the delays encountered with the development of
OpenEnterprise its product offerings (particularly in important areas such as
Internet commerce, alternative store applications, merchandising tools,
forecasting, gift registry and kiosk applications) suffered and the Company
would be disadvantaged by its lack of new offerings and new sales activity
going forward.
Adoption Rate of New Technology. The Company's OpenEnterprise products were
Windows NT based end-to-end retail management software. The Company
encountered a tendency to defer Windows NT adoption by many retailers, due to
the NT requirement that they purchase new hardware as well as the diversion of
available budgets and other resources to Year 2000 investigation and
remediation.
Cash Shortfall. Estimated capital requirements for activities discussed
above exceeded the capital resources available to the Company within the 12
months immediately following the Annual Meeting in July 1999.
ITEM 2. Description of Property.
In the fiscal year ending March 31, 2000 the Company entered into agreements
which provided for the complete and full release from a 3 year lease of
approximately 7,000 square fee of space used as the Company headquarters at
13220 County Road 6, Plymouth, Minnesota. The Company now rents approximately
150 square feet of office space at that site on a month to month basis. As of
March 31, 2000 the Company has no remaining lease obligations in the US, or
Canada.
ITEM 3. Legal Proceedings.
In September 1997, the Company commenced legal proceedings against Robert E.
Ferguson, a former owner of REF Retail Systems Corp. ("REF"), which the Company
acquired on October 1, 1996, alleging breaches of the agreement to purchase REF
and related matters. The legal proceeding against Mr. Ferguson was filed in
the Ontario Court of Justice, General Division (Case No. 97-CV-132581). The
Company is seeking damages in an unspecified amount. The suit is in the
discovery stage of pretrial. The Company has provided for the funds to
litigate this suit in its liquidation plan.
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, 2000.
PART II
ITEM 5. Market for Common Equity and Related Stockholder Matters.
MARKET INFORMATION
The following table sets forth, for the fiscal quarters indicated, a summary of
the high and low closing prices of the Common Stock. Prices through July 17,
1998 are high and low closing sale prices as reported by the Nasdaq National
Market. The Company's Common Stock was delisted from the Nasdaq National
Market, effective the close of business on July 17, 1998, for failure to
satisfy the revised listing maintenance standards adopted by The Nasdaq Stock
Market, Inc. Prices for the periods after July 17, 1998 represent high and low
bids as reported on the Over-the-Counter Bulletin Board system of the National
Association of Securities Dealers, Inc. (the "NASD"). 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 1999
First Quarter $1.125 $1.797
Second Quarter .75 1.406
Third Quarter .75 1.313
Fourth Quarter .375 1.00
Fiscal 2000
First Quarter $ .594 $.938
Second Quarter .734 1.000
Third Quarter .250 1.282
Fourth Quarter .375 1.406
As of June 19, 2000, the Company had 113 stockholders of record and
approximately 1,189 beneficial holders of its Common Stock.
The Company has never declared or paid any dividends on its Common Stock. The
Company currently does not anticipate paying any dividends in the foreseeable
future.
ITEM 6. Management Discussion and Analysis.
Results of Operations
REVENUE. The Company's revenues are divided into two categories: systems
revenues and maintenance fees and other revenues. Systems revenues are
comprised principally of software licenses and custom programming.
Maintenance and other service revenues are comprised principally of system
maintenance contracts. The Company records revenues from software licenses,
hardware and site installations upon the completion of services and customer
acceptance. Revenues derived from system maintenance contracts are deferred
and recognized ratably over the contract period, which is typically twelve
months. During fiscal 2000 the Company derived approximately 85% of its
revenue from the NCR license agreement and the remainder from maintenance and
service revenues provided to a small number of customers.
Total revenues decreased by 30 percent to $3,857,000 during fiscal 2000, down
from $5,466,000 in fiscal 1999. Total revenues were generated primarily from
licensing point of sale software to NCR for the USPS POS ONE contract, and
maintenance contracts. The second of two payments of $3,250,000 under the NCR
license agreement was received in September of 1999. As anticipated, other
revenue sources continue to decline during the transition from operations to
liquidation or merger.
GROSS PROFIT. Gross profit decreased to $3,681,000 in fiscal 2000 down from
$4,915,000 in fiscal 1999. Gross profit as a percentage of revenue increased
to 95% in fiscal 2000 from 89% in fiscal 1999. The increase in margin as a
percentage of revenue is primarily attributable to receipt of the $3,250,000
NCR license payment and the reduction in staffing associated with the wind down
of the Company operations..
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by 79 percent to $434,000 in fiscal 2000, down from
$2,089,000 in fiscal 1999. As a percentage of revenue, these expenses were 11%
and 38% for fiscal 2000 and 1999, respectively. The decrease in absolute
dollars reflects reductions in selling, general and administrative
infrastructure during fiscal 2000.
RESEARCH AND DEVELOPMENT. Research and development expense for fiscal 2000 and
1999 was $0 and $1,887,000, respectively. The decreased research and
development expenditures are related to the Company's decision to wind down
operations and seek a merger partner.
NON-RECURRING EXPENSE. The Company incurred non-recurring charges in fiscal
1999 amounting to $1,224,000. These expenses are related to the decision by
the Company to seek shareholder approval to cease operations, and dispose of
the Company's assets. The expenses included severance pay for terminated
employees, office lease termination fees, note receivable write-down and other
wind down expenses. No additional non-recurring charges were incurred in
fiscal 2000.
INTEREST AND OTHER INCOME. Interest income of $130,000 for fiscal 2000
compares to $92,000 for 1999. The difference in interest income between
periods reflects interest earned on investments. Other income was $34,000 for
fiscal 2000 versus a loss of $17,000 in 1999.
INCOME TAX EXPENSE. The Company recorded an income tax expense of $244,000
during fiscal 2000 compared to income tax benefit of $493,000 in fiscal 1999.
This tax expense primarily represented the net tax on the NCR Licensing
payment after application of loss carryforwards and Research & Development tax
credits.
INVESTMENT CAPITAL GAIN. As a result of the sale of PREMIS Systems Canada, the
Company incurred a $1,530,000 capital gain for book valuation purposes.
Liquidity and Capital Resources
The Company's cash and cash equivalents decreased by $1,727,000 from March 31,
1999 to March 31, 2000. The decrease resulted primarily from the receipt of
the second NCR payment of $3,250,000 and the partial liquidating distribution
of $1.1266 per share to shareholders. As of March 31, 2000, the Company had
working capital of $1,075,000.
Inflation and Seasonality
To date, the Company has not been significantly impacted by inflation or
seasonality. In light of the Company's plans to wind down business activities
and seek a merger partner it is not expected that either inflation or
seasonality will have a measurable affect on its operations in the fiscal year
ending March 31, 2001.
Forward Looking Statements
Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations, except for the historical information
contained herein, are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and is subject to the
safe harbor created by that statute and may contain forward-looking statements
that are made in reliance upon the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual results may be different than
those described in the forward looking statements. Future events involve risks
and uncertainties, among which are uncertainties related to the Company's
ability to formulate and implement strategies to maximize shareholder value in
light of its decision to cease operations. Some of these risks and
uncertainties are outside the control of management. Readers are cautioned
against placing undue reliance on the forward looking statements due to these
risks and uncertainties and are
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, 2000, 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.
Executive Officers and Directors:
F.T. Biermeier, Chairman, President and CEO, age 60, has been a Director of the
Company since its inception in April 1982. Since May of 1988, he has been
President and Chief Executive Officer. From June 1986 to May 1988, he was
Chairman and Chief Executive Officer. From April 1982 to June 1986, he was
President and Secretary. He also functions as the Company's Treasurer. From
1980 to 1983, he operated an independent management consulting firm, F.T.
Biermeier & Associates, Inc. From July of 1986 to January 1988, Mr. Biermeier
was President and Chief Executive Officer of Intran Corporation, a supplier of
imaging software to publishing organizations, and devoted part-time efforts to
the Company. Mr. Biermeier assumed the role of Chief Financial Officer of the
Company on April 4, 1999, effective with the resignation of Richard R.
Peterson. Mr. Biermeier is married to Mary Ann Calhoun, a Director and Vice
President of the Company.
Mary Ann Calhoun, Vice President and Secretary, age 41, has been a Director
and Vice President of the Company since June of 1986. From 1983 to 1986, she
held positions of Customer Support Representative, Manager Customer Support and
Director of Software Development and Customer Support of PREMIS. From 1980 to
1983, she held positions in the United States Senate office of Senator David
Durenberger, including Assistant to the Press Secretary and Manager of
Information Systems. Ms. Calhoun is married to F. T. Biermeier, a Director and
President of the Company.
Terrence W. Glarner, Director, age 57, has been a director since October 1997.
Since 1993, Mr. Glarner has been President of West Concord Ventures, Inc. Mr.
Glarner is also of consul with Norwest Venture Capital, an entity affiliated
with Norwest Growth Fund, Inc. Prior to starting West Concord Ventures, Inc.,
Mr. Glarner was President of North Star Ventures, Inc. from 1988 to February
1993, a firm which he joined in 1976. Mr. Glarner currently serves as a
director of Aetrium, Cima Labs, Datakey, and FSI, all of which are
publicly-held companies.
S. Albert D. Hanser, Director, age 63, was elected as a Director of the Company
in September 1996. He has served as Chairman of Hanrow Financial Group, Ltd.,
a merchant banking firm since 1989; as chairman of Astrocom Corporation since
1992; and as chairman of Prevention First Inc. since 1997. Mr. Hanser is also
currently a member of the Boards of Directors of Hawkins Chemical, Inc. and E-Z
Gard Industries, Inc.
Gerald F. Schmidt, Director, age 60, has been a Director of the Company since
June of 1986. Since 1989, Mr. Schmidt has been President and CEO of Cordova
Capital, Inc., a venture capital firm located in Atlanta, Georgia. Cordova
Capital is the General Partner in four growth funds with $92 million dollars
under management. From 1984 to 1988, he was a Senior Vice President and
partner at O'Neill Development Inc., a commercial real estate development firm
in Atlanta, Georgia. From 1966 to 1984, he held various positions in sales and
marketing management and was Vice President and General Manager of two
divisions at Jostens in Minneapolis, Minnesota.
Compliance with section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than
ten percent of the Company's Common Stock, to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange Commission
(the "SEC"). Executive officers, directors and greater than ten percent
beneficial owners are required by the SEC to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company
and written representations from the executive officers and directors, the
Company believes that all Section 16(a) filing requirements applicable to its
executive officers and directors were complied with.
ITEM 10. Executive Compensation.
The following table discloses compensation received by the Company's President
and Chief Executive Officer (the "Named Executive Officer") during the fiscal
year ended March 31, 2000. No other officer received cash compensation in
excess of $100,000.
Summary Compensation Table
Annual Compensation Long-Term
Compensation
____________________________
Year ($) ($) ($)
Ended Other Annual Options
March 31, Salary Bonus Compensation (# shares)
Name and Principal Position
F.T. Biermeier 2000 144,102 (2) -0- 1,810 (1) -0-
Chief Executive Officer 1999 128,000 -0- 3,950 (1) -0-
And President 1998 128,000 -0- 3,382 (1) -0-
(1) Represents contributions to the Company's Employee Retirement 401(k)
Plan and other fringe benefits.
(2) Include separation payments and payments for accrued vacation
totaling $57,436.
The Company currently has no employment agreement with Mr. Biermeier or any
executive officer. However, in connection with the termination of most of the
Company's operations in March and April 1999, and the separation of
substantially all of its employees, the Company has agreed to pay executive
officers, as separation payment, four months' salary, plus benefits, from the
date of separation. F. T. Biermeier and Mary Ann Calhoun, the two remaining
executive officers, will continue to draw salaries (i) until liquidation or a
business combination is concluded, in the case of Mr. Biermeier (except that
his salary has been reduced effective September 1, 1999 to reflect part-time
engagement in light of the Company's needs) and (ii) until arrangements have
been concluded for the support and maintenance of certain remaining
non-OpenEnterprise customer contracts, in the case of Ms. Calhoun. Both Mr.
Biermeier and Ms. Calhoun have received four months' salary as separation
payment in fiscal 2000 and will receive f
Director Compensation
Non-employee directors receive $500 per meeting and are reimbursed by
the Company for their actual out-of-pocket expenses for telephone, travel, and
miscellaneous items incurred on behalf of the Company. In addition, during the
fiscal year ended March 31, 2000, each non-employee director received a
five-year non-qualified option to purchase 10,000 shares of Common Stock
exercisable at fair market value as of the date of grant.
Option/SAR Grants in Last Fiscal Year
There were no options granted to the Named Executive Officer during the
fiscal year ended March 31, 2000.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
There were no option/SAR's exercised by the Named Executive Officer and
there are no unexercised Options/SAR's for the Named Executive Officer as of
March 31, 2000.
Retirement Plan
During fiscal year 1995, the Company established a retirement savings
plan which qualifies under Internal Revenue Code Section 401(k) ("401(k)
Plan"). All employees with at least 90 days of employment are eligible to
participate in the 401(k) Plan. The Company's contributions to the 401(k) Plan
are based on 15% of employee contributions, which are subject to salary
limitations. The Company's contributions to the 401(k) Plan were approximately
$13,714 during fiscal 2000. The Plan was terminated on August 31, 1999 and the
funds were distributed to the participants.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of June 19, 2000 the beneficial ownership of
Common Stock held by (1) each person who is known to the Company to be the
beneficial owner of more than 5% of the Common Stock of the Company; (ii) each
current director; (iii) each nominee for election as director in 2000; and (iv)
all executive officers and current directors of the Company as a group.
Securities reported as "beneficially owned" include those for which the named
persons may exercise voting power or investment power, alone or with others.
Voting power and investment power are not shared with others unless so stated.
The number and percent of shares of Common Stock of the Company beneficially
owned by each such person as of June 19, 2000 includes the number of shares
which such person has the right to acquire within sixty (60) days after such
date.
Shares Beneficially
Name Owned(1) Percent
F.T. Biermeier 1,936,751(2)(3) 36.6%
Mary Ann Calhoun 25,000 *
Gerald F. Schmidt 25,000(4) *
S. Albert D. Hanser 30,000(4) *
Terrence W. Glarner 16,000(5) *
All directors and executive
officers as a group (5 persons) 2,032,751(6) 38.4%
* Less than 1%.
(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the record date, or within 60 days
after such date, are treated as outstanding when determining the percent of
the class owned by such individual and when determining the percent owned
by the group. Unless otherwise indicated, each person named or included
in the group has sole voting and investment power with respect to the
shares of Common Stock set forth opposite the shareholder's name.
(2) Includes 75,000 shares held of record by Sandra J. Biermeier.
(3) Includes 30,000 shares held by John F. Biermeier a minor child.
(4) Includes 10,000 shares that may be acquired pursuant to exercise of
options.
(5) Includes 5,000 shares that may be acquired pursuant to exercise of
options.
(6) See notes (4) and (5) above.
The business address of Ms. Calhoun, and Mr. Biermeier is the address of PREMIS
Corporation, 13220 County Road 6, Plymouth, Minnesota 55441; the business
address of Mr. Schmidt is Cordova Capital, Inc., 2500 Northwinds Parkway, Suite
475, Alpharetta, Georgia 30004; the business address of Mr. Hanser is 2704
Periwinkle Way, Suite 9, Sanibel, FL. 33957; and the business address of Mr.
Glarner is Norwest Venture Capital, 2800 Piper Jaffray Building 222 South 9th
Street, Minneapolis, Minnesota 55402.
ITEM 12. Certain Relationships and Related Transactions.
Certain Transactions
Effective September 1, 1996, the Company entered into a lease for executive
offices in a building owned by a limited liability partnership which is
controlled by F. T. Biermeier, the Company's President and Chief Executive
Officer, a member of the Board of Directors, and a principal shareholder of the
Company, and his spouse Mary Ann Calhoun, another officer and director of the
Company. The Company believes that, notwithstanding the absence of arms length
negotiation, this lease was entered into on terms which are commercially
reasonable and comparable to the terms of leases for other properties which
would have been available to the Company. In addition, the Company guaranteed
the mortgage loan obligation of the limited liability partnership with respect
to this property in the principal amount of $945,000. This loan had an
interest at 2.75% over the rate on five year U.S. Treasury Notes. As of
December 31, 1998, the limited liability partnership sold the entire premises
to a third party. In connection with the sale, the lease between the Company
and the limited libility partnership was terminated. Effective January 1, 1999,
the Company entered into a new 36 month lease term with the same third party
buyer for approximately 7,000 square feet at minimum monthly base rent of
$4,333. During fiscal 2000 the 36 month lease was terminated and the Company
has no further obligations regarding this property other than a month to month
rental on approximately 150 square fee of office space.
ITEM 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits are filed as part of this Annual Report on Form10-KSB
for the fiscal year ended March 31, 2000:
2.2 Plan of Liquidation (3)
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)
2.28 PSC Stock Purchase Agreement dated April 20, 1999 (4)(5)
2.29 Exclusive License Agreement dated April 20, 1999 (4)(5)
21.1 Subsidiaries of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
99.1 PREMIS Corporation Audited Financial Statements for fiscal years
ending March 31, 2000 and March 31, 1999.
(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) Incorporated by reference to the proxy statement on Schedule 14A for the
Annual Meeting of Shareholders held July 15, 1999.
(4) Incorporated by reference to exhibit filed with report on Form 10-KSB for
the fiscal year ended March 31, 1999
(5) 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 8-K
News release announcing the completion of the sale all of the capital stock of
the Company's wholly owned subsidiary, PREMIS Systems Canada dated November 17,
1999, filed on Form 8-K on November 29, 1999.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly 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, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant, and in the capacities on the dates indicated.
Signature Date
/s/ F. T. Biermeier June 27, 2000
F. T. Biermeier
Chairman and Chief Executive Officer
/s/ Mary Ann Calhoun June 27, 2000
Mary Ann Calhoun
Vice President and Director
/s/ Terrence W. Glarner June 27, 2000
Terrence W. Glarner
Director
/s/ S. Albert D. Hanser June 27, 2000
S. Albert D. Hanser
Director
/s/Gerald F. Schmidt June 27, 2000
Gerald F. Schmidt
Director
PREMIS Corporation
Consolidated Financial Statements
March 31, 2000 and 1999
Report of Independent Accountants
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 subsidiary at March 31, 2000 and 1999, and the
results of their operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, 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
statements presentation. We believe that our audits provide a reasonable basis
for the option expressed above.
As described in Note 1 to the financial statements, the Company has adopted a
plan of liquidation.
PRICEWATERHOUSECOOPERS LLP
June 26, 2000
PREMIS CORPORATION
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000 and 1999
ASSETS 2000 1999
Current assets:
Cash and cash equivalents $ 1,002,830 $ 2,781,592
Short-term investments 52,000
Trade accounts receivable 8,635 115,921
Refundable income taxes 264,000
Prepaids and other assets 40,000 40,719
Current portion of note receivable 100,000
Total current assets 1,103,465 3,302,232
Property and equipment, net 45,000
Total assets $ 1,103,465 $ 3,347,232
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 2,280 $ 26,684
Accrued liabilities 26,379 453,109
Unearned income 455,574
Total liabilities 28,659 935,367
Stockholders' equity:
Common stock, 10,000,000 shares authorized,
5,293,352 and 5,051,177 shares issued and
outstanding, $.01 par 52,934 50,512
Additional paid-in capital 3,875,559 9,659,318
Stock subscription receivable (51,000)
Accumulated deficit (2,853,687) (7,549,049)
Cumulative translation adjustment 302,084
Total stockholders' equity 1,074,806 2,411,865
Total liabilities and stockholders' equity $ 1,103,465 $ 3,347,23
The accompanying notes are an integral to the consolidated financial
statements.
PREMIS CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEARS ENDED MARCH 31, 2000 and 1999
2000 1999
Revenue:
System sales $ 3,198,703 $ 4,401,502
Maintenance fees and other revenue 658,590 1,064,349
Total revenue 3,857,293 5,465,851
Cost of sales:
Systems 129,891
Maintenance and other 176,521 421,091
Total cost of sales 176,521 550,982
Gross profit 3,680,772 4,914,869
Operating expenses:
Selling, general, and administrative expenses 434,456 2,089,473
Research and development expenses 1,886,696
Non-recurring expenses 1,223,862
Total operating expenses 434,456 5,200,031
Income (loss) from operations 3,246,316 (285,162)
Gain on sale of Premis Systems Canada 1,529,537
Interest income, net 129,705 92,294
Other income (expense) 34,132 (16,680)
Income (loss) before income taxes 4,939,690 (209,548)
Income tax expense (benefit) 244,328 (493,408)
Net income $ 4,695,362 $ 283,860
Income per share
Basic $ .92 $ .06
Diluted $ .92 $ .06
Shares used in computing income per share
Basic 5,099,412 4,854,350
Diluted 5,099,412 4,927,590
The accompanying notes are an integral to the consolidated financial
PREMIS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR YEARS ENDED MARCH 31, 2000 and 1999
(Dollars in Thousands)
Additional Stock Cumulative
Common Stock Paid-in Subscript Accum Translation
Shares Amount Capital Receivable Deficit Adjustment Total
Balance at
March 31, 1998 4,714,177 $ 47 $ 9,644 $ $(7,833) $ 4 $ 1,863
Stock issued
through the
exercise of
stock options 307,600 3 52 (51) 4
Repurchase of
common stock (58,600) (1) (36) (37)
Adjustment of
shares out-
standing 88,000 1 (1)
Currency
translation
adjustment 298 298
Net income 284 284
Comprehensive
income 581
_________ ____ ________ ________ __________ _____ _______
Balance at
March 31, 1999 5,051,177 51 9,659 (51) (7,549) 302 2,412
Stock issued
through the
exercise of
stock options 257,000 3 205 208
Repurchase of
common stock (14,825) (0) (26) (26)
Liquidating
dividend (5,963) 51 (5,912)
Currency
translation
adjustment (302) (302)
Net income 4,695 4,695
Comprehensive
income 4,393
_________ ____ ________ ________ __________ _____ _______
Balance at
March 31, 2000 5,293,352 $ 53 $ 3,876 $ - $ (2,854) $ - $ 1,075
The accompanying notes are an integral to the consolidated financial
PREMIS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR YEARS ENDED MARCH 31, 2000 and 1999
2000 1999
Cash flows from operating activities:
Net income $ 4,695,362 $ 283,860
Adjustments to reconcile net income
(loss) to net cash provided
from (used by) operating activities:
Depreciation and amortization 283,215
Proceeds from note receivable 100,000 96,819
Non-recurring charges 1,042,174
Net gain on disposal of fixed assets (62,249)
Gain on sale of Premis Systems Canada (1,529,537)
Changes in assets and liabilities,
net of effect from acquisition:
Accounts receivable 27,870 494,323
Refundable income taxes 264,000 (114,547)
Inventory 12,591
Cost and estimated earnings in excess of billings 90,097
Prepaids and other assets 719 159,731
Accounts payable (24,404) (207,359)
Accrued liabilities (367,313) (228,849)
Unearned income (455,574) (402,838)
Net cash provided from operating activities 2,711,123 1,446,968
Cash flows from investing activities:
Purchase of property and equipment (89,388)
Purchase of short-term investments (52,000)
Proceeds from sale of Premis Systems Canada 1,000,000
Proceeds from sale of fixed assets 15,739
Net cash provided from (used by) investing activi 963,739 (89,388)
Cash flows from financing activities:
Liquidating dividend (5,912,490)
Repurchase of common stock (25,897) (36,552)
Exercise of common stock options 208,050 4,131
Repayment of debt (159,944)
Capital lease obligations (40,986)
Net cash used by financing activities (5,730,337) (233,351)
Effect of exchange rate changes on cash and cash equi 276,713 297,590
Net (decrease) increase in cash and cash equivalents (1,778,762) 1,421,819
Cash and cash equivalents at beginning of year 2,781,592 1,359,773
Cash and cash equivalents at end of year $ 1,002,830 $ 2,781,592
As described in Note 10, a net capital lease asset of $728,324 and related
lease obligation of $814,394 were converted to an operating lease in
November 1998.
PREMIS CORPORATION
Notes to Consolidated Financial Statements
March 31, 2000 and 1999
1. Organization
PREMIS Corporation (the "Company") historically developed, marketed, and
supported a line of enterprise-wide solutions to meet the information needs of
multi-store specialty and general merchandise retailing chains. The Company's
information management software systems were designed to assist businesses with
the day-to-day management of their operations and long-term strategic planning.
At the Annual Meeting of Shareholders on July 15, 1999, the shareholders
approved the sale of the Company's assets and adopted a Plan of Liquidation.
The shareholders also authorized the Company to make a partial liquidating
payment to shareholders and to seek a merger partner with the assets retained
by the Company.
In anticipation of the approval of the Plan of Liquidation, the Company
restructured its operations, including the closing of its Canadian facility,
and significantly reduced head count in the United States. Subsequent to the
adoption of the plan by the shareholders, the Company has collected a final
$3.250 million license fee from NCR Corporation (see note 3), terminated all
property leases, severed all but two employees, and made a partial liquidating
distributed $1.1266 per share to the shareholders of the Company.
The Company is focusing its attention on seeking a merger partner and
fulfilling its obligations to one remaining software support customer. It is
anticipated that the remaining software support customer obligations will be
assigned to an entity owned principally by former employees of the Company in
the near future.
2. Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of the Company and
its subsidiary. All intercompany balances and transactions have been
eliminated in consolidation.
Supplemental Cash Flow Information
Year Ended March 31
2000 1999
Cash paid during the year for interest $ - $ 75,596
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. Short-term investments
consist of certificates of deposit which all mature within one year.
Property and Equipment
As discussed in Note 1, the Company shut down its Canadian operations and is in
the process of winding up its U.S. operations. Management estimated the
impairment of fixed assets as $408,094 based upon the estimated realizable
value of $45,000 for the Company's fixed assets. The impairment is included in
the non-recurrings expenses in the statement of operations. Depreciation
expense during 1999, prior to the impairment determination, was $200,350.
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. These
costs were fully amortized as of March 31, 1999.
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 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.
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. Revenues
derived from system maintenance contracts are deferred and recognized ratably
over the contract period.
Revenues under long-term system installation and consulting 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 project hours incurred to date to the total estimated number of
project hours for each contract. Management considers project hours 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 Income (Loss) Per Share
The Company accounts for income taxes in accordance SFAS No. 128, "Earnings Per
Share." SFAS No. 128 applies to entities with publicly held common stock, and
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 share reflects the potential dilution of securities that
could share in the earnings of an entity.
A reconciliation of the denominators of the basic and diluted income (loss) per
share computations for the years ended March 31, 2000 and 1999 is presented
below:
2000 1999
Net income $ 4,695,362 $ 283,860
Shares calculation:
Weighted average basic shares outstanding 5,099,412 4,854,350
Effect of dilutive securities:
Options 73,240
Total shares used to compute diluted
income per share 5,099,412 4,927,590
Net income per share:
Basic $ .92 $ .06
Diluted $ .92 $ .06
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 accounting
principles generally accepted in the United States 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.
3. United States Postal Service and NCR Corporation Revenues
In September 1996 (prior to the Company's acquisition of REF Retail Systems
Corp. Incorporated, "REF"), REF entered into a subcontractor arrangement with
NCR Corporation ("NCR") in support of the United States Postal Service ("USPS")
POS ONE project. The USPS POS ONE project was awarded on August 13, 1996 to
NCR and IBM Corporation. Under this project, the USPS is upgrading and opening
new retail stores in various post office locations throughout the United
States. NCR's portion of the POS ONE contract involves installation of new POS
software and equipment for approximately half of the USPS retail workstations.
Under the subcontractor arrangement with NCR, the Company's OpenStore product
framework and architecture served as the foundation of the point-of-sale
software utilized by NCR in support of NCR's POS ONE contract with USPS.
In August 1998, the Company announced a software license agreement with NCR,
which amended the terms of utilization of the Company's commercial OpenStore
technology in the USPS POS ONE program. The NCR agreement eliminated the
Company's obligations under its previous POS ONE subcontract with NCR to
deliver point-of-sale software to the USPS in support of the POS ONE project.
In August 1998, the Company received the first of two payments of $3,250,000
under the NCR agreement. The second and final $3,250,000 payment was received
on September 27, 1999.
Sales to the USPS represented 84% and 62% of total revenues during 2000 and
1999, respectively. NCR accounted for 5% and 3% of total revenues during 2000
and 1999, respectively, and 100% and 65% of year-end trade accounts receivable
at March 31, 2000 and 1999, respectively.
4. 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.
The Company has adopted the disclosure only 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 Issued to Employees."
A summary of changes in outstanding options and common shares reserved under
the Plan are as follows:
Weighted-
Average
Options Exercise
Outstanding Price
Balance at March 31, 1998 1,463,658 $ 3.45
Granted 767,000 1.23
Exercised (307,600) 0.18
Canceled (1,473,900) 3.47
Balance at March 31, 1999 449,158 1.17
Granted 30,000 0.88
Exercised (257,000) 0.81
Canceled (187,000) 1.32
Balance at March 31, 2000 35,158 $ 2.72
During 1999, 300,000 options were exercised and shares were issued in exchange
for a promissory note with recourse for $51,000, bearing interest at 5% and due
December 31, 1999. A stock subscription receivable of $51,000 was recorded as
a reduction to stockholders' equity at March 31, 1999, relating to this note
receivable. The note was paid in the year ended March 31, 2000.
The following table summarizes information about the stock options outstanding
at March 31, 2000:
Options Outstanding Options Exercisable
______________________________ ___________________
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Range of Number ContractualExercise Number Exercise
Exercise Price Outstanding Life Price Exercisable Price
$1.50 - $2.00 10,000 1.7 years $ 1.75 10,000 $ 1.75
$2.25 - $5.00 25,158 1.8 years 3.11 25,158 3.11
35,158 1.8 years $ 2.72 35,158 $ 2.72
Effective April 2, 1998, all stock options for full-time employees priced at
more than $1.31 (346,000 total options) were canceled and reissued at the then
current stock price of $1.31.
Options outstanding under the Plan expire at various dates through 2001. The
number of options exercisable as of March 31, 2000 and 1999 were 35,158 and
177,658, respectively. The weighted-average fair value of options granted
during 2000 and 1999 was $1.06 and $0.68.
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 options granted was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 2000 and 1999; risk-free interest rates of 6.2%; volatility
factors of the expected market price of the Company's Common Stock of 100% and
150%; 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 loss for 2000, 1999 and 1998 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,
_________________________
2000 1999
Pro forma net income (loss) $ 4,674,862 $ 180,892
Pro forma income (loss) per share, basic
and diluted $ .92 $ .04
Stock Warrants
Stock warrants for the right to purchase 188,968 shares of the Company's common
stock at prices between $6.00 and $6.25 have been issued in connection with a
common stock offering and other transactions. The warrants are vested and
expire between September and December 2001.
5. Non-Recurring Expenses
As discussed in Note 1, the Company shut down its Canadian operations as of
March 31, 1999 and is in the process of winding up its U.S. operations. The
Company recorded a $1,223,862 pretax charge to fourth quarter 1999 earnings,
primarily associated with employee separation benefits, fixed asset
impairments, and the write-down of the note receivable discussed in Note 9.
The following table represents the cumulative activity related to the Company's
winding up activities:
1999 Balance at Balance at
Original 1999 March 31, 2000 March 31,
Charge Usage 1999 Usage 2000
Severance $ 330,821 $ 181,688 $ 149,133 $ 149,133 $ -
Lease termination 92,817 92,817 92,817 -
Fixed asset impairment 408,094 408,094 - - -
Long-term receivable
write-down 325,870 325,870 - - -
Customer settleme 66,260 66,260 66,260 -
Total $ 1,223,862 $ 915,652 $ 308,210 $ 308,210 $ -
6. Income Taxes
Income tax expense is comprised of the following:
2000 1999
Current income tax provision (benefit):
Federal $ (493,408)
Foreign $ 244,328
Total current taxes 244,328 (493,408)
Deferred income taxes:
Federal
State
Foreign
Total deferred taxes - -
Valuation allowance
Income tax (benefit) expense $ 244,328 $ (493,408)
A reconciliation of the expected federal statutory rate for the years ended
March 31, 2000 and 1999 is as follows:
2000 1999
U.S. federal statutory tax rate $ 508,000 $ (377,000)
State income taxes, net of federal tax benefit 50,000 (37,000)
Foreign tax provision 244,000 416,000
Foreign research and development credit (38,000)
Tax loss on sale of subsidiary (1,170,000)
Valuation allowance 612,000 (350,048)
Other 328 (107,360)
$ 244,328 $ (493,408)
Deferred tax assets (liabilities) are comprised of the following at March 31:
2000 1999
Allowance for doubtful accounts
Excess book depreciation over tax $ 236,000
Net operating loss carryforwards $ 22,000 694,000
Foreign business credit carryforwards, net 431,000
Deferred facility costs
Other 52,143
Gross deferred tax assets 22,000 1,413,143
Less valuation allowance (22,000) (1,413,143)
Net deferred tax asset $ $
7. 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 amortized the amount over
the term of the agreement. Amortization of $82,865 is included in cost of
sales for the year ended March 31, 1999. These costs were fully amortized in
the year ended March 31, 1999.
8. 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 $13,714 and $7,989 for the years
ended March 31, 2000 and 1999, respectively. There was no discretionary
Company contribution in fiscal 2000.
The Company had a defined contribution employee retirement plan covering
substantially all Canadian employees of the Company. The Company's
contributions to the Plan ranged from 1% to 2% of the employee's compensation
depending upon length of service. The Company recognized expense of $2,391 for
contributions to the Plan for the year ended March 31, 1999. The Plan was
terminated in the year ended March 31, 2000.
9. Software License and Distribution Agreement
On January 1, 1997, the Company and an unaffiliated corporation 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, 1999, the
outstanding balance of the note receivable was written down to management's
estimate of its net realizable value of $100,000, which is included in current
assets. Licensing revenue was recognized ratably over two years and all
training and contract revenue is recognized as services are performed. In the
year ended March 31, 2000, the Company settled the note receivable for
$150,000.
10. Related Party Transaction and Commitment
Effective September 1, 1996, the Company entered into a lease agreement for its
executive offices and operations which was recorded as a capital lease. The
facility was owned by a limited liability partnership controlled by two
officers, directors and principal stockholders of the Company. The lease had
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 reduced 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). In November 1998, the related parties sold the facility was sold
to an unrelated party and the Company signed a new operating lease. The lease
was terminated in the year ended March 31, 2000.
11. Segment Information and Foreign Operations
The Company conducts its business within one industry segment: software and
services for point of sale customers. Canadian operations include the wholly
owned subsidiary, PREMIS Systems Canada Incorporated.
Revenues, net income and identifiable assets by geographic area are summarized
as follows:
For the Years Ended
March 31,
____________________________
2000 1999
Revenues from unaffiliated customers:
Domestic operations $ 658,590 $ 1,147,014
Canadian operations 3,198,703 4,318,837
Consolidated $ 3,857,293 $ 5,465,851
Net income (loss):
Domestic operations $ 1,452,079 $ (648,985)
Canadian operations 3,243,283 932,845
Consolidated $ 4,695,362 $ 283,860
As of March 31,
____________________________
2000 1999
Identified assets:
Domestic operations $ 1,103,465 $ 3,281,155
Canadian operations 66,077
Consolidated $ 1,103,465 $ 3,347,232
There were no intercompany revenues in fiscal years 2000 and 1999.
