SAZTEC INTERNATIONAL INC
10QSB, 1996-05-15
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                      For the Quarter Ended March 31, 1996

                         Commission File Number 0-15353

                         ----------------------------
                           SAZTEC INTERNATIONAL, INC.


        California                                            33-0178457
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                          Identification Number)


                 43 Manning Road, Billerica, Massachusetts 01821
                     (Address of Principal Executive Office)


                                  508-262-9600
                         (Registrant's Telephone Number)


                                 ---------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.     Yes  X        No 
                          ---          ---


The number of shares outstanding of registrant's Common Stock at April 30, 1996,
was 12,513,651 shares.



<PAGE>


                           SAZTEC INTERNATIONAL, INC.
                                   FORM 10-QSB
                          QUARTER ENDED MARCH 31, 1996


                                    CONTENTS

                                                                       Page
                                                                       ----


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

        Consolidated Statements of Operations --
           Three months ended March 31, 1996 and 1995                   3

        Consolidated Statements of Operations --
           Nine months ended March 31, 1996 and 1995                    4

        Consolidated Balance Sheets -- March 31, 1996 and
           June 30, 1995                                                5

        Consolidated Statements of Cash Flows --
           Nine months ended March 31, 1996 and 1995                  6 - 7

        Notes to Consolidated Financial Statements --
           March 31, 1996 and 1995                                    8 - 9

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                          10 - 12


PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                              13

Item 2. Changes in Securities                                          13

Item 3. Defaults Upon Senior Securities                           Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders            13

Item 5. Other Information                                              13

Item 6. Exhibits and Reports on Form 8-K                               13

Signatures                                                             14


<PAGE>


                   SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                           1996            1995
                                                           ----            ----

<S>                                                  <C>             <C>       
Revenues                                             $2,685,100      $3,501,719

Cost of services                                      1,852,622       2,772,882
                                                     ----------     -----------
                                                                         

Gross profit                                            832,478         728,837

Selling, general & administrative expense               691,192       1,589,257
                                                     ----------     -----------

Profit (Loss) from operations                           141,286        (860,420)

Loss on disposal of division                                           (401,763)
Interest expense                                        (25,628)        (64,296)
                                                     ----------     -----------

Profit (Loss) before provision for income taxes         115,658      (1,326,479)

Benefit for income taxes                                    (84)        (21,616)
                                                     ----------     -----------

Net profit (loss)                                      $115,742     $(1,304,863)
                                                     ==========     ===========

Income (Loss) per share of common stock:
Net income (loss) applicable to common
   stockholders                                            $.01           $(.11)
                                                     ==========     ===========


Weighted average number of shares                    12,652,319      12,075,184
                                                     ==========     ===========

</TABLE>

                             See accompanying notes.



<PAGE>


                   SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                          1996            1995
                                                          ----            ----

<S>                                                <C>              <C>        
Revenues                                           $ 8,041,397      $10,669,163

Cost of services                                     5,791,798        8,671,924
                                                   -----------      -----------
Gross profit                                         2,249,599        1,997,239

Selling, general & administrative expense            2,474,932        3,671,182
                                                   -----------      -----------
                                                     
Loss from operations                                  (225,333)      (1,673,943)

Gain (loss) on disposal of division                    231,154         (401,763)
Interest expense                                      (101,176)        (128,853)
                                                   -----------      -----------

Loss before provision for income taxes                 (95,355)      (2,204,559)

Provision for income taxes                               9,010
                                                   -----------      -----------

Net loss                                             $(104,365)     $(2,204,559)
                                                   ===========      ===========                                               


Loss per share of common stock:

Net loss applicable to common stockholders               $(.01)           $(.19)
                                                   ===========      ===========                                               

Weighted average number of shares                   12,523,070       11,361,643
                                                   ===========      ===========                                               

</TABLE>


                             See accompanying notes.



<PAGE>



                   SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 1996 AND JUNE 30, 1995

<TABLE>
<CAPTION>
                             ASSETS
                                                                              March 31,              June 30,
Current assets                                                                     1996                 1995
                                                                                   ----                 ----
                                                                             (Unaudited)

<S>                                                                          <C>                   <C>
Cash and cash equivalents                                                    $  140,286            $  644,101
Restricted cash                                                                  45,827                38,010
Accounts receivable, less allowance for doubtful accounts                     2,118,017             2,215,771
Work in process                                                                 749,844               580,842
Prepaid expenses and other current assets                                       126,819               160,076
                                                                            -----------           -----------
Total current assets                                                          3,180,793             3,638,800

Property and equipment, net                                                     689,249             1,164,048

Other assets
Goodwill and other intangible assets, less accumulated amortization             177,854               208,182
Deposits and other assets                                                       137,328               144,632
                                                                            -----------           -----------

        
Total assets                                                                $ 4,185,224           $ 5,155,662 
                                                                            ===========           ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                              March 31,             June 30,
Current liabilities                                                                1996                 1995
                                                                                   ----                 ----
                                                                             (Unaudited)

Notes payable                                                               $  120,000             $  650,091        
Current portion of long-term debt and capital lease obligations                138,108                193,320
Common stock subject to repurchase                                              45,000                100,000
Accounts payable                                                             1,284,162              1,028,708
Accrued liabilities                                                            555,103              1,350,596
Customer deposits                                                              625,008              1,085,479
                                                                            -----------            ----------

Total current liabilities                                                    2,767,381              4,408,194

Long-term debt and capital lease obligations                                   479,799                105,686
Accrued expenses, non-current                                                  354,335
Common stock subject to repurchase                                              55,000

Stockholders' equity
Commonstock-no par value; 20,000,000 shares authorized; 12,513,651
   shares issued at March 31, 1996, and 12,543,851 shares issued
   at June 30, 1995                                                         11,134,811             11,134,811
Contributed capital                                                             14,498                 14,498
Accumulated deficit                                                        (10,477,566)           (10,373,201)
Cumulative translation adjustment                                             (143,034)              (134,326)
                                                                           -----------             ----------


Total stockholders' equity                                                     528,709                641,782
                                                                           -----------             ----------

Total liabilities and stockholders' equity                                 $ 4,185,224            $ 5,155,662
                                                                           ===========            ===========
</TABLE>

                             See accompanying notes.


<PAGE>

                   SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           1996            1995
                                                           ----            ----
Cash flows from operating activities:
<S>                                                    <C>          <C>         
Net loss                                               $(104,365)   $(2,204,559)
Adjustments to reconcile net loss to net cash
      (used in) provided by operating activities:
   Depreciation and amortization                         428,794      1,053,884
   Provision for bad debts                                16,186         14,198
   (Gain) Loss on sale of assets                         (26,751)       345,457
   Gain on sale of assets of divisions sold             (231,154)
   Write-off of work in process related to litigation    139,839
   Other                                                  13,299         16,286 
Changes in assets and liabilities:
   Accounts receivable                                   (36,449)     1,154,890
   Work in process                                      (370,665)        123,79
   Prepaid expenses and other current assets             (22,914)      (121,349)
   Deposits and other assets                               6,845          1,290
   Accounts payable                                      425,689       (340,786)
   Accrued liabilities                                  (565,087)        97,990
   Customer deposits and non-current accrued expenses    265,663        499,561
   Income taxes payable                                  (26,879)
                                                       ---------    -----------
Net cash (used in) provided by operating activities      (87,949)       640,660
                                                       ---------    -----------
                                                                     
Cash flows from investing activities:
   Additions to property and equipment                   (49,917)      (252,618)
   Proceeds from the sale of property and equipment       74,905         30,644
   Payments received on notes receivable                  12,663         93,413
   (Increase) decrease in restricted cash                 (7,826)        71,021
                                                       ---------    -----------
Net cash provided by (used in) investing activities       29,825        (57,540)
                                                       ---------    -----------


Cash flows from financing activities:
   Principal payments on debt and capital lease
        obligations                                     (146,709)      (412,227)
   Borrowings on notes payable                         2,621,001      3,951,143
   Payments on notes payable                          (2,879,478)    (4,124,588)
   Payments on common stock repurchase obligation                       (60,000)
   Net proceeds from issuance of common stock                           729,688
                                                       ---------    -----------
Net cash (used in) provided by financing activities     (405,186)        84,016
                                                       ---------    -----------

Effect of exchange rate changes on cash                  (40,505)         9,079
                                                       ---------    -----------

Net (decrease) increase in cash                         (503,815)       676,215

Cash at beginning of period                              644,101        386,263
                                                       ---------    -----------
Cash at end of period                                  $ 140,286    $ 1,062,478
                                                       =========    ===========

</TABLE>

                             See accompanying notes.



<PAGE>



                   SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                   1996                 1995
                                                                                   ----                 ----
<S>                                                                             <C>                 <C>     
Supplemental schedule of non-cash investing and financing activities:
Purchase of property and equipment through issuance of notes payable and
     capital lease obligations                                                                      $205,061
                                                                                                    ========
Purchase of outstanding minority interest of Saztec Europe, Ltd through
     issuance of common stock; increase in goodwill                                                 $ 53,625
                                                                                                    ========
Supplemental  disclosures  of cash flow information: Cash paid during the
     period for:
        Interest                                                                $112,160            $124,420
                                                                                ========            ========

        Income taxes                                                            $ 38,758
                                                                                ========



</TABLE>

                             See accompanying notes.


<PAGE>


                   SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1996 AND 1995



Note 1.  Accounting Policies
         -------------------

The  accompanying   unaudited  consolidated  financial  statements  include  all
adjustments (consisting only of normal recurring accruals) which, in the opinion
of  management,  are necessary for a fair  presentation  of financial  position,
results of operations and cash flows.  Results of operations for interim periods
are not necessarily indicative of results to be expected for a full year.

Certain reclassifications have been made to the fiscal 1995 financial statements
to conform with the current year's presentation.

Note 2.  Common Stock
         ------------

In  connection  with  the  Company's  acquisition  of the  outstanding  minority
interest of Saztec Europe, Ltd. in 1991, the Company granted a put option to the
selling  shareholders to repurchase  120,000 shares at $2.00 per share.  The put
option is  exerciseable  at 10,000 shares  ($20,000) per quarter  through April,
1996. During the quarters ended September 30 and December 31, 1995 10,000 shares
of common  stock at $20,000  were  repurchased  by the  Company in each  quarter
pursuant  to the terms of the put option.  For the quarter  ended March 31, 1996
5,100 shares at $10,200 were repurchased.  Of the stock  repurchased  during the
periods  and  in  prior  periods,   $90,200  remained  payable  to  the  selling
shareholders at March 31, 1996.

Note 3.  Sale of Divisions
         -----------------

In June 1995,  management agreed to sell the assets of the Knightswade Microfilm
Division,  based in  Winchester,  England  and in  August  1995,  the  Marketing
Fulfillment  Division  based  in  Billerica,  Massachusetts.  The  sales of both
divisions  were  completed  on  September  1, 1995.  Operating  results for both
divisions  for the three months ended  September 30, 1995 and the three and nine
months ended March 31, 1995 were as follows:

                               3 MONTHS            3 MONTHS          9 MONTHS
                          SEPTEMBER 30, 1995    MARCH 31, 1995    MARCH 31, 1995
                          ------------------    --------------    --------------

Revenue                        $312,965            $736,368         $2,100,012
Gross profit (loss)             (13,102)            129,354            286,617
Operating profit (loss)        $(45,173)           $45,735             $18,828
Gain on sale of division       $231,154

Gain on sale of division includes gains and losses on sales of assets, severance
costs, and related closedown costs. A loss provision of $145,000 for the sale of
the Knightswade  Microfilm Division was recognized in the quarter ended June 30,
1995.



<PAGE>


In June,  1995,  the  Company  completed  the sale of the  U.K.-based  Financial
Transaction  Processing  Division.  During the quarter  ended March 31, 1995 the
Company  recorded an expected  loss on disposal of $401,763,  which  included an
estimated loss of $63,108 from  operations  from April 1, 1995 until the date of
disposal.  The following table summarizes division performance for the three and
nine month periods ending March 31, 1995.

                  3 months ended March 31, 1995    9 months ended March 31, 1995
                  -----------------------------    -----------------------------
Revenue                     $247,298                         $1,029,488
Gross loss                   (32,238)                           (31,889)
Operating loss              $(78,056)                         $(126,455)



Note 4.  Litigation
         ----------

On December 14, 1995, an order was entered granting the Summary Judgement motion
of Digital  Equipment  Corporation  ("DEC") in the case in which the Company had
sued DEC in connection  with a contract that had been terminated by DEC in 1993.
The decision  effectively  terminated the Company's claim against DEC. While the
Company believes that its case was meritorious,  it determined during the period
for appeal,  that it would be an  imprudent  use of the  Company's  resources to
pursue an appeal. The loss of the claim resulted in the Company's writing off of
the $139,839 work in process reserve maintained in connection with the contract.
The action was taken in the third  quarter of the fiscal year, as a prior period
adjustment to the quarter in which the decision was rendered.




<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Revenue for the nine months ended March 31, 1996,  declined to  $8,041,397  from
$10,669,163  for the nine months ended March 31, 1995, a decrease of $2,627,766,
or (24.6%).  Excluding the revenue of the three  divisions sold since  September
30, 1994 (see Note 3),  revenue for the nine months  ended March 31,  1996,  was
$7,728,399  compared to  $7,539,664  for the same  period in the prior year,  an
increase of $188,735, or 2.5%. Revenue for the quarter ended March 31, 1996, net
of divisions sold,  increased  $167,048 over the same quarter in the prior year,
to $2,685,100.

U.S.  revenue for the nine months ended March 31, 1996,  excluding the divisions
sold,  showed an improvement over the same period in the prior year,  increasing
$197,567  to  $3,525,204  from  $3,327,637.   European  revenue,  excluding  the
divisions  sold,  held steady,  showing a decrease of $8,832 over the nine month
period in the prior year, to $4,203,195.  The sales mix in the United States and
Europe was  relatively  unchanged  from the prior year period.  Foreign  revenue
continues to comprise 53-55% of consolidated revenues as expected.  Revenue from
foreign sources comprised 54% of consolidated  revenues,  net of divisions sold,
for the first nine months of the current year as compared  with 53% in the prior
year.  Management  expects  revenue  in both  Europe  and the  United  States to
maintain the improved level  recognized in the third quarter  through the fourth
quarter of the current fiscal year.

Gross profit of 31% of sales was achieved at $832,478 for the three months ended
March 31, 1996  compared to 25.1% at $631,722 , net of divisions  sold,  for the
third quarter of the prior year. The continued improved performance in the third
quarter of the current  year raised the  percentage  to 29.4% for the nine month
period as compared  with a gross profit  percentage  of 23.1% , net of divisions
sold,  for the prior year nine  month  period.  This  improvement  was  effected
through consolidations in operations, increased efficiency of equipment put into
production  through June 30, 1995,  compensation  rate reductions and management
restructuring efforts.

As a dollar amount, selling,  general and administrative (SG&A) expenses for the
nine month period  decreased  $1,196,250 to $2,474,932  from  $3,671,182 for the
same period in the prior year.  Net of the current year second quarter charge of
$139,839 to write off work in process  related to litigation  and the prior year
third quarter charges of $411,134  against Castle  Microfilm Ltd  (Knightswade),
SG&A expense  decreased  $924,955 in the current year nine month period compared
to the nine month period in the prior year. For the quarter ended March 31, 1996
SG&A decreased to $691,192 from $1,178,123 (net of the $411,134 charges) for the
third  quarter of the prior year.  SG&A expense as a percentage  of sales net of
one-time charges noted above is detailed in the following table:

SG&A as a Percent of Revenue

Quarter ended:                        Current Year                    Prior Year
- --------------                        ------------                    ----------
September 30                          38.9%                           27.3%
December 31                           28.9%                           30.5%
March 31                              24.2%                           33.6%

The  increase in the first  quarter as a percentage  of sales is  primarily  the
result of lower total  revenues for the quarter,  the time lag between  enacting
cost  reduction  measures and  receiving the benefits  therefrom,  and the fixed
nature of many costs of  operating  the  Company.  Selling  expenses per quarter
continued  to decline  through the third  quarter of the current  year.  Selling
expenses for the third quarter of the current year were  $218,702  compared with
$405,669 for the third quarter of the prior year.  The decreases in both selling
and administrative  expenses were primarily the result of disposals of divisions
since the prior year  period.  Other  income for the six month  period  consists
mainly of amounts reported for the quarter ended September 30, 1995, of $52,199.
Gain on the disposition of assets in the ordinary  course of business  accounted
for  $25,439  of  this  amount,  with  the  balance  being  primarily  favorable
adjustments to prior-period  accruals for relocation costs from Dayton, Ohio and
Kansas City,  Missouri to Billerica,  Massachusetts,  and estimated  legal fees.
Other  income  for the same  period in the prior  year was  $87,280,  consisting
primarily  of  reversal  of annual  reserves  accrued  over a five  year  period
pursuant  to  employment   contracts  with  four  individuals.   The  additional
compensation was contingent upon attainment of certain  performance  goals which
were not met.

Income from operations of $141,286 for the quarter  increased  $833,067 compared
to a loss  from  operations  net of  divisions  sold of  $691,781  for the third
quarter of the prior year. Loss from  operations for the nine month period,  net
of  divisions  sold,  for  the  current  year  decreased  to  $(225,333)  from a
$(987,471) loss recognized in the prior year.

Net loss for the nine months ended March 31, 1996, was $(104,365) which includes
the benefit of a $231,154 gain on the sale of divisions  reported in the quarter
ended  Septermber 30, 1995,  and a charge of $(139,839)  against work in process
related to litigation in the second quarter.  Net loss for the nine month period
in the prior  year was  $(2,204,559).  This  figure  includes  a charge  for the
expected  loss on the sale of FTP Swindon of $(401,763)  and charges  related to
Castle  Microfilm Ltd for write-off of intangible  assets  recorded  pursuant to
acquisition, lease abandonment, and employee termination costs, of $(411,134).

Cash flow from operating  activities  suffered from the loss for the nine months
and the increase in work in process over June 30, 1995 amounts.  Work in process
increases are due primarily to a single large contract;  management expects this
figure to be reduced as deliveries are made on the project in the fourth quarter
of the  current  year.  Cash  position  was  further  hampered  by cash  used in
financing activities to meet required payments on equipment notes payable and to
reduce the amount  outstanding on the line of credit.  These  payments,  however
were  crucial to  negotiation  of a new  agreement  with the  Company's  primary
lender.  Cash  generated  from  operations  adjusted  for  non-cash  amounts and
excluding  changes in asset and  liability  accounts for the current  nine-month
period of $235,848 is improved from the prior year shortfall of $(774,7374).



Capital Resources and Liquidity
- -------------------------------

The Company had a revolving  credit  agreement  secured by accounts  receivable,
work in process,  property and equipment and other assets,  bearing  interest at
the lender's  prime rate plus 4.0%.  Available  borrowings  were 80% of domestic
trade  receivables  less than 90 days old, with an aggregate  maximum  borrowing
level that  declined in steps from  $650,000 on August 15, 1995,  to $450,000 on
November 30,  1995.  On September  30, 1995,  the Company had borrowed  $597,843
under the credit line. The credit line was payable in full on December 31, 1995.
The credit  agreement  contained  various  restrictive  covenants that required,
among other things, the maintenance of a minimum level of stockholders'  equity.
Due to the losses  incurred  through  December 31, 1995,  the Company was not in
compliance  with that level and was  technically  in  default of the  agreement.
However,  the lender  continued to extend  borrowings  to the Company  under the
credit agreement.

The Company  entered into a new revolving  credit  agreement  with the lender to
borrow  $450,000 to replace the matured note at the lender's prime rate plus 4%.
Maximum  borrowings under the new agreement  decline $10,000 per month beginning
February  1, 1996.  Unpaid  principal  amounts  are due July 1, 1997.  Available
borrowing is unchanged from the above matured note.  The new agreement  contains
covenants  which  require a minimum  consolidated  net  stockholders'  equity of
$500,000 and a ratio of consolidated  total  indebtedness  to  consolidated  net
worth not to exceed  8:1.  The  Company  was in  compliance  with all  covenants
contained in the new agreement at March 31, 1996.

The  Company's  unrestricted  cash  balance of  $140,286  on March 31,  1996 has
decreased by $503,815  compared to $644,101 on June 30, 1995. At March 31, 1996,
the Company's  working  capital was $413,412 , compared to a deficit of $769,394
at June 30, 1995. The  improvement  in working  capital was primarily due to the
reclassification  from  current  to  non-current  liabilities  of the  long-term
portion  of the note  payable  to the bank of  $271,614;  a note given for trade
payables of $136,317 at 8% interest,  with  payments of $4,000 per month through
February 28, 1999, of which $87,721 is classified as long-term; and an agreement
entered into to repay amounts owed on the common stock repurchase over 31 months
at 8% interest, of which $55,000 is classified as long-term,  at March 31, 1996.
The Company's working capital deficit at June 30, 1995,  reflected a decrease of
$1,387,253  from the positive level of $617,859 on June 30, 1994,  primarily due
to net operating losses.


The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to achieve its fiscal year 1996 operating  plan.  This plan includes the
disposition of unprofitable operations, disposition of profitable operations not
included in the Company's long-term business mission,  renewal or replacement of
the line of credit,  decreases  in  production  and  administration  costs,  and
increasing imaging revenues.

As  described  in Note  3,  the  Company  has  sold  its  Financial  Transaction
Processing  and  Knightswade  Microfilm  Divisions.  The  Marketing  Fulfillment
Division was also sold,  because the division was not in line with the Company's
long-term  business mission.  As reported above, a new borrowing  facility is in
place through July, 1997. As noted in the "Results of Operations" section above,
decreases in costs have been  realized  and are  expected to  continue.  Further
administrative   cost  reductions  are  expected  to  be  realized  through  the
consolidation of operations in Billerica, Massachusetts in the United States and
Ardrossan,  Scotland  in the  United  Kingdom.  In  December,  1995 the  Company
completed a realignment and  integration of its sales force,  which has resulted
in reductions in selling costs.  Imaging revenues  decreased $10,578 to $739,569
in the nine month  period  ending  March 31, 1996 over the prior year nine month
period.  Management  expects to maintain current revenue levels in all divisions
through the fourth quarter of fiscal year 1996.

The Company's  continued  existence is also dependent upon continuing to improve
its liquidity in the near future. Working capital could be adversely affected by
the failure to  significantly  reduce losses in the last quarter of fiscal 1996.
The Company is exploring opportunities for additional private placements.  There
can be no assurance  that the Company will be successful in these  efforts.  The
failure of the Company to solve its liquidity  pressures  could directly  affect
the ability of the Company to operate as a going concern.


<PAGE>


                           SAZTEC INTERNATIONAL, INC.
                           MARCH 31, 1996 FORM 10-QSB

                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings
         -----------------

Refer to the Form 10-QSB/A for the quarter ended December 31, 1995.

ITEM 2.  Changes in Securities
         ---------------------

Subsequent  to December  31,  1995 the Company  executed a new note to its prime
lender to replace its revolving line of credit agreement. The new agreement does
not change the rights of any holders of its securities.

ITEM 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

The Annual  Meeting of  Shareholders  was held February 22, 1996.  All directors
were  re-elected  for one  year.  There was no  solicitation  in  opposition  to
management nominees. The results of other actions at the meeting are as follows:

   1.  Proposal  to ratify  appointment  of Grant  Thornton  LLP as  independent
       certifying accountants for the year ended June 30, 1996:

                              For:          6,398,183
                              Against:          4,500
                              Abstain:         22,000

ITEM 5.  Other Information
         -----------------

As of November  10,  1995,  the Company  was not in  compliance  with the NASDAQ
SmallCap Market capital and surplus requirements. The Company's common stock was
subsequently  delisted from the NASDAQ  SmallCap Market and is now listed in the
OTC Bulletin Board.

ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a) Exhibits

The following Exhibit is filed by attachment to this Form 10-QSB:

Exhibit
Number                Description of Exhibit                                Page
- ------                ----------------------                                ----
  27                  Financial Data Schedule                                15


(b) Reports on Form 8-K:

None.



<PAGE>




                                   SIGNATURES



 Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  the
 Registrant  has duly  caused  this  report to be  signed  on its  behalf by the
 undersigned, thereunto duly authorized.

 Dated:   May 14, 1996


       SAZTEC INTERNATIONAL, INC.
       --------------------------
       (Registrant)



                                              By:    /s/ Thomas K. O'Loughlin
                                                    ----------------------------
                                                         Thomas K. O'Loughlin
                                                         Treasurer




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
SAZTEC INTERNATIONAL, INC.
FORM 10-QSB FOR MARCH 31, 1996 - EXHIBIT 27
FINANCIAL DATA SCHEDULE
UNDER ARTICLE 5 OF REGULATION S-X
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         140,286
<SECURITIES>                                         0
<RECEIVABLES>                                2,109,712
<ALLOWANCES>                                    38,252
<INVENTORY>                                    796,401
<CURRENT-ASSETS>                             3,180,793
<PP&E>                                       4,060,468
<DEPRECIATION>                               3,371,219
<TOTAL-ASSETS>                               4,185,224
<CURRENT-LIABILITIES>                        2,767,381
<BONDS>                                        479,799
                                0
                                          0
<COMMON>                                    11,134,811
<OTHER-SE>                                   (128,534)
<TOTAL-LIABILITY-AND-EQUITY>                 4,185,224
<SALES>                                              0
<TOTAL-REVENUES>                             8,041,397
<CGS>                                                0
<TOTAL-COSTS>                                5,791,798
<OTHER-EXPENSES>                             (231,154)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             101,176
<INCOME-PRETAX>                               (95,355)
<INCOME-TAX>                                     9,010
<INCOME-CONTINUING>                          (104,365)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (104,365)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)
        

</TABLE>


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