<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1997
--------------------------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------ --------------------------------
Commission file number: 0-18921
---------------------------------------------------------
RINGER CORPORATION
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Minnesota 41-0848688
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9555 James Avenue South, Suite 200, Bloomington, Minnesota 55431-2543
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(612) 703-3300
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
The number of shares outstanding of each of the registrant's classes
of capital stock, as of April 30, 1997, was:
Common Stock, $.01 par value 11,981,270 shares
Transitional Small Business Issuer format: [ ] Yes [X] No
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
---------------------
RINGER CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, September 30,
1997 1996
--------- -------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and cash equivalents $ 227,738 $ 3,288,781
Accounts receivable 7,873,639 992,198
Inventories 4,171,604 1,519,692
Prepaid assets 130,433 133,746
----------- -----------
Total current assets 12,403,414 5,934,417
Property and equipment (net) 466,939 238,297
Intangible assets (net) 6,691,306 5,297,329
----------- -----------
Total assets $19,561,659 $11,470,043
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Bank line of credit $ 1,418,788
Accounts payable 4,156,082 $ 651,546
Accrued expenses 1,191,115 879,599
Current portion of long-term debt 19,200
----------- -----------
Total current liabilities 6,785,185 1,531,145
Long-Term Debt 1,456,200
Shareholders' Equity:
Common Stock, par value $.01 per share,
authorized 25,000,000 shares, issued and
outstanding 11,981,270 and 10,921,930
shares, respectively 119,813 109,219
Additional paid-in capital 33,423,087 32,036,675
Accumulated deficit (22,061,133) (22,067,276)
Cumulative translation adjustment (161,493) (139,720)
----------- -----------
Total shareholders' equity 11,320,274 9,938,898
----------- -----------
Total liabilities and shareholders' equity $19,561,659 $11,470,043
=========== ===========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 3
RINGER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------ -----------------------
1997 1996 1997 1996
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 4,839,111 $ 5,612,256 $ 8,319,842 $ 9,248,733
COST OF SALES 2,596,341 2,734,853 4,302,840 4,520,776
------------ ------------ ----------- -----------
Gross Profit 2,242,770 2,877,403 4,017,002 4,727,957
OPERATING EXPENSES:
Distribution 508,199 602,879 895,310 1,010,499
Sales & Marketing 887,072 1,006,897 1,704,611 1,924,248
General & Administration 348,286 329,494 673,359 704,585
Research & Development 419,992 342,517 544,609 464,256
Amortization of Intangibles 119,261 100,946 212,886 200,801
------------ ------------ ----------- -----------
2,282,810 2,382,733 4,030,775 4,304,389
------------ ------------ ----------- -----------
INCOME (LOSS) BEFORE
OTHER INCOME (40,040) 494,670 (13,773) 423,568
OTHER INCOME (EXPENSE), NET (13,540) 12,024 19,916 30,948
------------ ------------ ----------- -----------
INCOME (LOSS) BEFORE
INCOME TAXES (53,580) 506,694 6,143 454,516
INCOME TAXES -- -- -- --
------------ ------------ ----------- -----------
NET INCOME (LOSS) $ (53,580) $ 506,694 $ 6,143 $ 454,516
============ ============ =========== ===========
Net income (loss) per common
and common equivalent share $ (.00) $ .05 $ .00 $ .04
============ ============ =========== ===========
Weighted average common
and common equivalent
shares outstanding 10,933,700 10,923,015 10,927,815 10,922,473
============ ============ =========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
RINGER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,143 $ 454,516
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 285,344 258,447
Loss on disposal of assets 82,248 5,995
(Increase) decrease in assets:
Trade accounts and notes receivable (5,128,287) (6,680,600)
Inventories (377,533) (504,045)
Prepaid expenses 21,299 46,903
Increase (decrease) in liabilities:
Accounts payable 731,934 430,652
Accrued expenses (132,364) 452,678
---------- ------------
Net cash used in operating activities (4,511,216) (5,535,454)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (74,797) (35,139)
Proceeds from sales of equipment 2,389 20,736
Purchase of intangible assets (18,574) (70,835)
---------- ------------
Net cash used in investing activities (90,982) (85,238)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received in Dexol acquisition 124,073
Net borrowings from seasonal bank line of credit 1,418,788 2,942,078
Principal payments on long-term debt (1,600)
---------- ------------
Net cash received from financing activities 1,541,261 2,942,078
Effect of exchange rate changes on cash (106) (7,702)
---------- ------------
Decrease in cash and cash equivalents (3,061,043) (2,686,316)
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 3,288,781 2,756,377
---------- ------------
END OF PERIOD $ 227,738 $ 70,061
========== ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
RINGER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 1997
(UNAUDITED)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information. They should be read
in conjunction with the annual financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended September
30, 1996. In the opinion of management, the interim financial
statements include all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the results for the
interim periods presented. Operating results through the second
quarter of fiscal 1997 are not necessarily indicative of the
operating results for the year ending September 30, 1997.
Net income per share is calculated using the weighted average
common and common equivalent shares outstanding. Common
equivalents consist of stock options and warrants. Net loss per
share is calculated using the weighted average common shares
outstanding. For the purpose of calculating net loss per share,
common stock equivalents are excluded because their effect is
anti-dilutive.
Note 2. ACQUISITION
In March 1997, the Company completed the acquisition of
substantially all of the assets of Dexol Industries, Inc., a
California based manufacturer and marketer of home and garden
pesticides sold under the Dexol(R) and various private label brand
names, for an aggregate purchase price of approximately $3,012,790
(the "Dexol acquisition"). The purchase price was comprised of the
issuance of 1,059,340 shares of the Company's restricted common
stock valued at $1,397,005, the issuance of a promissory note to
Dexol Industries, Inc. with a principal amount of $1,477,000
bearing simple interest at an annual rate of prime plus 3/4% and
estimated transaction costs of $138,785.
The Dexol acquisition was accounted for under the purchase method
of accounting. Accordingly, the purchase price has been allocated
to the assets acquired and liabilities assumed based on their
estimated fair market values at the date of acquisition. The excess
of purchase price over estimated fair market value of net assets
acquired ("goodwill") of approximately $1,668,000 is being
amortized on a straight-line basis over twenty years. Since the
acquisition, the Company has operated the acquired business as its
Dexol division and has continued marketing Dexol products. Dexol
division operations are included in the Company's consolidated
statements of operations from the effective date of the acquisition
of March 1, 1997. The Company expects to provide pro forma
financial information relating to the Dexol business in an
amendment to the Company's Current Report on Form 8-K which was
filed on April 15, 1997.
Note 3. Sales of the Company's products are generally greater in the second
and third fiscal quarters due to seasonal factors.
Note 4. All comparative data reflect application of consistent accounting
principles and contain no prior period adjustments.
Note 5. INVENTORIES
Inventory consists of the following:
<TABLE>
<CAPTION>
March 31, September 30,
1997 1996
----------- --------------
<S> <C> <C>
Raw Materials $2,512,896 $ 726,099
Finished Goods 1,658,708 793,593
---------- ----------
$4,171,604 $1,519,692
========== ==========
</TABLE>
5
<PAGE> 6
Note 6. LONG-TERM DEBT
<TABLE>
<CAPTION>
March 31,
1997
-----------
<S> <C>
Installment promissory note $1,475,400
Less current portion 19,200
----------
$1,456,200
==========
</TABLE>
Note 7. Supplemental disclosure of cash flow information.
Cash paid (received) for interest during the period for:
<TABLE>
<CAPTION>
Six Months Ended
March 31,
---------------------------
1997 1996
----------- -----------
<S> <C> <C>
Interest paid $ 34,275 $ 10,246
Interest received (47,653) (36,901)
</TABLE>
Investing and financing transactions not affecting cash during the
six month period ended March 31, 1997 are described as follows:
The Company issued 1,059,340 shares of restricted common stock,
valued at $1,397,005, and issued a long-term promissory note with
the principal amount of $1,477,000 in connection with the
acquisition of substantially all of the assets of Dexol Industries.
Assets acquired included $124,073 in cash.
Note 8. CONTINGENCIES
The Company has a Contingency Retention Plan which provides for the
payment to certain key employees of the Company, including all of
the officers, of a lump sum termination benefit plus continuation
of life insurance, health insurance and dental benefits for a
period of time in the event the employment of such employees is
terminated within one year after a "change of control," as defined.
The amount of the lump sum termination benefit varies from the
equivalent of three months to two years of salary and bonus at the
time of termination. The period during which health and welfare
benefits continue after termination varies from three months to two
years, but is terminated if the employee obtains other employment
with similar benefits. The Retention Plan continues in effect
unless terminated, prior to a change in control, by a resolution
approved by at least two-thirds of the Board of Directors.
Note 9. SUBSEQUENT EVENT
On May 2, 1997, the Company secured a new three-year $25 million
credit facility from GE Capital Services. The new facility is
intended to be used to finance the Company's seasonal working
capital needs (of approximately $3 to $5 million) and to provide
financing for future acquisitions. The $25,000,000 credit facility
replaces a $5,000,000 bank line of credit from a previous lender.
6
<PAGE> 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS.
-----------------------------------
Results of Operations
- ---------------------
The following table sets forth, for the periods indicated,
information derived from the consolidated statements of operations of the
Company as a percentage of net sales:
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended March 31, Ended March 31,
-------------------- --------------------
1997 1996 1997 1996
------ ---- ------ ----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 53.7 48.7 51.7 48.9
-------- -------- -------- --------
Gross profit 46.3 51.3 48.3 51.1
Operating Expenses:
Distribution 10.4 10.8 10.8 10.9
Sales & Marketing 18.3 17.9 20.4 20.8
General & Administrative 7.2 5.9 8.1 7.6
Research & Development 8.7 6.1 6.5 5.0
Amortization of Intangibles 2.5 1.8 2.6 2.2
-------- -------- -------- --------
47.1 42.5 48.4 46.5
-------- -------- -------- --------
Income (loss) before
other income (.8) 8.8 (.1) 4.6
Other Income (Expense) (.3) .2 .2 .3
-------- -------- -------- --------
Net income (loss)
before taxes (1.1)% 9.0% .1% 4.9%
======== ======== ======== ========
</TABLE>
The following table sets forth the percentage of net sales represented by each
of the Company's major product categories:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
---------------------- ---------------------
1997 1996 1997 1996
----- ----- ----- ----
<S> <C> <C> <C> <C>
Pest control 68.9% 64.4% 72.0% 67.9%
Fertilizer 31.1 35.6 28.0 32.1
----- ----- ----- -----
100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
</TABLE>
Net Sales. Net sales for the three months ended March 31, 1997
decreased 13.8% to $4,839,111 compared to $5,612,256 for the same period ended
March 31, 1996. Net sales for the six months ended March 31, 1997 decreased
10.0% to $8,319,842 compared to $9,248,733 for the same period ended March 31,
1996. The decrease is due primarily to lost sales resulting from the bankruptcy
of Ernst Home Centers, lower foreign sales in Canada and Europe and decreased
fertilizer sales resulting from discontinuance of the Company's Supreme Lawn(R)
fertilizer line, offset in part by sales from new distribution channels, such
as Lowe's Companies, and by sales of Dexol products which totaled $1,106,000.
Gross Margins. Gross margins as a percent of sales for the three months
ended March 31, 1997 decreased to 46.3% compared to 51.3% for the same period
ended March 31, 1996. Gross margins for the six months ended March 31,
7
<PAGE> 8
1997 decreased to 48.3% compared to 51.1% for the same period ended March 31,
1996. The decrease in gross margin as a percent of sales is due primarily to
lower margins on Dexol products.
Operating Expenses. Operating expenses for the three months ended March
31, 1997 decreased $99,923 or 4.2% to $2,282,810 compared to $2,382,733 for the
same period ended March 31, 1996. Operating expenses for the six months ended
March 31, 1997 decreased $273,614 or 6.4% to $4,030,775 from $4,304,389 for the
same period ended March 31, 1996. The components of operating expenses are
discussed below.
Distribution expenses for the three months ended March 31, 1997
decreased $94,680 or 15.7% in absolute dollars to $508,199 compared to
$602,879 for the same period in fiscal 1996 and decreased as a percentage of
sales to 10.4% in fiscal 1997 from 10.8% for the same period in fiscal 1996.
Distribution expenses for the six months ended March 31, 1997 decreased
$115,189 or 11.4% in absolute dollars to $895,310 compared to $1,010,499 for
the same period in fiscal 1996 and decreased as a percentage of sales to 10.8%
in fiscal 1997 from 10.9% for the same period in fiscal 1996. The decrease in
distribution expenses was primarily due to reduced sales levels for the
periods.
Sales and marketing expense for the three months ended March 31, 1997
decreased $119,825 or 11.9% in absolute dollars to $887,072 compared to
$1,006,897 for the same period in fiscal 1996. Sales and marketing expense for
the six months ended March 31, 1997 decreased $219,637 or 11.4% in absolute
dollars to $1,704,611 compared to $1,924,248 for the same period in fiscal
1996. The decreases for these periods were due in part to lower commissions and
other variable sales expenses resulting from reduced sales for the periods. In
addition, the Company reduced estimated accruals for co-op advertising and
market development expenses recorded in fiscal 1996. This change in estimated
accrued co-op advertising and market development funds resulted from accrued
amounts exceeding actual claims experience. This change in estimated accrued
co-op advertising expense resulted in a credit to expenses of $50,000 in the
first quarter ended December 31, 1996 and $85,000 in the second quarter ended
March 31, 1997.
General and administrative expenses for the three month period ended
March 31, 1997 increased $18,792 or 5.7% to $348,286 compared to $329,494 for
the same period in fiscal 1996. The increase for the quarter was due primarily
to additional personnel and facility costs associated with the Dexol
acquisition. General and administrative expenses for the six months ended March
31, 1997 decreased $31,226 or 4.4% to $673,359 compared to $704,585 for the
same period in fiscal 1996. The decrease in year-to-date general and
administrative expenses was the result of lower first quarter expenses, largely
from reduced facility and professional fee expenses, offset in part by the
increases noted above in the second quarter.
Research and development expenses for the three months ended March 31,
1997 increased $77,475 or 22.6% to $419,992 from $342,517 for the same period
in fiscal 1996 and increased $80,353 or 17.3% to $544,609 for the six month
period ended March 31, 1997 from $464,256 for the same period in fiscal 1996.
The increase for these periods was primarily due to increased development
programs and the writeoff of certain abandoned trademark and patent
applications.
Other Income (Expense), Net. For the three months ended March 31, 1997,
the Company incurred net other expense of $13,540 compared to net other income
of $12,024 for the same period in fiscal 1996. For the six months ended March
31, 1997, the Company incurred net other income of $19,916 compared to a net
other income of $30,948 for the same period in fiscal 1996. The change in net
other income (expense) for these periods was largely the result of reduced
second quarter royalty income from sales of products licensed to foreign
distributors.
Liquidity and Capital Resources
- -------------------------------
The Company's operations and cash needs are highly seasonal. During the
first quarter of each year, the Company solicits early orders and plans
production, typically building its inventory of products through January of
each year for shipment during the spring selling season. Most of the shipments
for the peak retail season, and therefore most of the billings that result in
revenue recognition and in receivables, occur in February through May of each
year. Accordingly, the Company typically consumes significant cash in operating
activities during the first and second quarters of each year as it finances
increases in inventory, primarily during the first quarter, and increases in
receivables, primarily during the second and early third quarters.
Consistent with such seasonal fluctuations, cash decreased by
$3,061,043 during the six months ended March 31, 1997. The decrease in cash
reflects the following: cash of $4,511,216 consumed in operating activities,
primarily to
8
<PAGE> 9
finance the seasonal buildup of receivables; cash of $90,982 consumed in
investing activities to purchase office equipment and intangible assets; and
cash of $1,541,261 provided by financing activities, of which $1,418,788 was
provided from borrowings on the Company's seasonal bank line of credit and
$124,073 was received in connection with the acquisition of the assets of Dexol
Industries for the issuance of the Company's common stock and a promissory
note. (See note 2 to the financial statements.)
The Company normally relies on bank financing to fund seasonal
increases in receivables and inventory. At March 31, 1997, the Company had in
place a $5,000,000 bank line of credit with outstanding borrowings at that date
of $1,418,788. On May 2, 1997, the Company secured a new three-year $25,000,000
credit facility with GE Capital Services, replacing the previous lender's
$5,000,000 line of credit. The new facility is intended to finance the
Company's seasonal working capital needs and to provide financing for future
acquisitions.
The Company believes that cash on hand and the new credit facility will
provide adequate financing to meet the Company's cash needs for fiscal 1997.
The Company believes that inflation has not had a significant impact on
the results of its operations.
9
<PAGE> 10
PART II - OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
On March 31, 1997, the Company issued 1,059,340 shares of restricted
Common Stock to Dexol Industries, Inc. ("Dexol") in partial consideration for
the acquisition of substantially all of the assets of Dexol. These securities
were issued under the exemption contained in Section 4(2) of the Securities Act
of 1933, as amended. See Note 2 to the financial statements.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
Exhibit
Number Description
- --------------------------------------------------------------------------------
2.1 Agreement for Purchase and Sale of Assets by and between Dexol
Industries, Inc. and Ringer Corporation (incorporated by
reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K filed April 15, 1997, SEC File No. 33-36205-C).
3.1 Restated Articles of Incorporation of the Company, as amended
to date (incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-18, SEC File No.
33-36205-C).
3.2 Bylaws of the Company, as amended to date (incorporated by
reference to Exhibit 3.3 of the Company's Registration
Statement on Form S-18, SEC File No. 33-36205-C).
4.1 Specimen certificate of Common Stock, $.01 par value
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-18, SEC File No. 33-36205-C).
* 10.1 1986 Employee Incentive Stock Option Plan (incorporated by
reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-8, SEC File No. 33-37806).
* 10.2 Stock Option Plan for Non-Employee Directors (incorporated by
reference to Exhibit 10.2 of the Company's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1993, SEC
File No. 0-18921).
10.3 Lease Agreement between the Company and 94th Street
Associates, a Minnesota Partnership, dated August 15, 1996.
10.4 Lease Agreement between the Company and MEPC American
Properties, Inc., a Delaware corporation, dated August 16, 1996.
* 10.5 Employment Agreement between the Company and Stanley Goldberg
dated September 13, 1992 (incorporated by reference to Exhibit
10.6 of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992, SEC File No. 0-18921).
10.6 Credit and Security Agreement and Supplement A to Credit and
Security Agreement between the Company and FBS Business
Finance Corporation relating to the Company's line of credit
(incorporated by reference to Exhibit 10.7 of the Company's
Annual Report on Form 10-K for the fiscal year ended September
30, 1992, SEC File No. 0-18921).
10
<PAGE> 11
10.7 Waiver and First Amendment to Credit and Security Agreement
referred to in 10.6 above (incorporated by reference to
Exhibit 10.9 of the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993, SEC File No.
0-18921).
10.8 Second Amendment to Credit and Security Agreement referred to
in 10.6 and 10.7 above (incorporated by reference to Exhibit
10.10 of the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1993, SEC File No. 0-18921).
10.9 Third Amendment to Credit and Security Agreement referred to
in 10.6, 10.7 and 10.8 above (incorporated by reference to
Exhibit 10.10 of the Company's Annual Report on Form 10-KSB
for the fiscal year ended September 20, 1994, SEC File No.
0-18921).
10.10 Waiver and Fourth Amendment to Credit and Security Agreement
referred to in 10.6, 10.7, 10.8 and 10.9 above (incorporated
by reference to Exhibit 10.10 of the Company's Annual Report
on Form 10-KSB for the fiscal year ended September 30, 1995,
SEC File No. 0-18921).
10.11 Stock Subscription Warrant between the Company and Robert W.
Fischer Co., Inc. dated July 18, 1990 (incorporated by
reference to Exhibit 10.16 of the Company's Registration
Statement on Form S-18, SEC File No. 33-36205-C).
*10.12 Ringer Corporation Contingency Retention Plan, and Amendment
No.1 to Ringer Corporation Contingency Retention Plan, dated
October 26, 1993 (incorporated by reference to the Company's
Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1994, SEC File No. 0-18921).
10.13 Cross-Licensing and Joint Licensing/Sale Agreement between
Ringer Corporation and Mycogen Corporation, dated May 31, 1994
(incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 1994, SEC File No. 0-18921).
10.14 Patent License Agreement between Ringer Corporation, Mycogen
Corporation and Monsanto Company, dated June 29, 1994
(incorporated by reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 1994, SEC File No. 0-18921).
*10.15 Ringer Corporation 1996 Employee Stock Option Plan.
27.1 Financial Data Schedule.
* Management contract or compensation plan or arrangement.
(b) Reports on Form 8-K
-------------------
A Current Report on Form 8-K was filed by the Company on April 15,
1997 to report the acquisition of substantially all the assets of
Dexol Industries, Inc.
11
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RINGER CORPORATION
Dated: May 13, 1997 By /S/ Stanley Goldberg
--------------------------------------------------
Stanley Goldberg
President and Chief Executive Officer
Dated: May 13, 1997 By /S/ Mark G. Eisenschenk
--------------------------------------------------
Mark G. Eisenschenk
Executive Vice President and Chief Financial Officer
(principal financial officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 227,738
<SECURITIES> 0
<RECEIVABLES> 8,129,773
<ALLOWANCES> (256,134)
<INVENTORY> 4,171,604
<CURRENT-ASSETS> 12,403,414
<PP&E> 1,520,201
<DEPRECIATION> (1,053,262)
<TOTAL-ASSETS> 19,561,659
<CURRENT-LIABILITIES> 6,785,185
<BONDS> 1,456,200
0
0
<COMMON> 33,542,900
<OTHER-SE> (22,222,626)
<TOTAL-LIABILITY-AND-EQUITY> 19,561,659
<SALES> 8,319,842
<TOTAL-REVENUES> 8,319,842
<CGS> 4,302,840
<TOTAL-COSTS> 4,302,840
<OTHER-EXPENSES> 4,030,775
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34,275
<INCOME-PRETAX> 6,143
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,143
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
