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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
or
[ ] 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 000-22172
MIDISOFT CORPORATION
(Exact name of small business issuer as specified in its charter)
Washington 91-1345532
(State of incorporation) (I.R.S. Employer Identification No.)
1605 NW Sammamish Rd., Suite 205
Issaquah, Washington 98027
(Address of principal executive offices)
(206) 391-3610
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Common stock, no par value; 4,691,066 shares outstanding
as of July 16, 1996
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MIDISOFT CORPORATION
INDEX TO FORM 10-QSB
PAGE
PART I
FINANCIAL INFORMATION
Item 1. FinancialStatements(unaudited).......................... 3
a) Balance Sheets - June 30, 1996 and December 31, 1995
b) Statements of Operations - For the Three and
Six Months Ended June 30, 1996 and 1995
c) Statements of Cash Flows - For the Six Months Ended
June 30, 1996 and 1995
d) Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation.......................... 8
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.................................. 11
Item 2. Changes in Securities.............................. 11
Item 3. Defaults Upon Senior Securities.................... 11
Item 4. Submission of Matters to a Vote of
Security Holders .................................. 11
Item 5. Other Information.................................. 11
Item 6. Exhibits and Reports on Form 8-K .................. 11
SIGNATURE 12
<PAGE>
ITEM 1. MIDISOFT CORPORATION
BALANCE SHEET
ASSETS
(Unaudited) (Audited)
At June 30, At December 31,
1996 1995
------------- ---------------
Current assets:
Cash and cash equivalents $ 2,036,000 $ 2,143,000
Short term investments 1,540,000
Accounts receivable - net of allowances of
$1,417,000 in 1996 and $1,550,000 in 1995 1,210,000 2,329,000
Inventories 335,000 494,000
Prepaid expenses 349,000 266,000
------------- ---------------
Total current assets 3,930,000 6,772,000
Property & equipment, net 487,000 562,000
Capitalized software and other costs, net 791,000 1,230,000
------------- ---------------
Total assets $ 5,208,000 $ 8,564,000
------------- ---------------
------------- ---------------
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 208,000 $ 429,000
Accrued wages & payroll taxes 181,000 260,000
Other accrued expenses 1,686,000 1,804,000
Deferred revenue 906,000 807,000
------------- ---------------
Total current liabilities 2,981,000 3,300,000
------------- ---------------
Shareholders' equity
Common stock, no par value; 10,000,000 shares
authorized, 4,691,066 issued and
outstanding in 1996 and 4,662,441
issued and outstanding in 1995 17,178,000 17,106,000
Retained deficit (14,951,000) (11,842,000)
------------- ---------------
Total shareholders' equity 2,227,000 5,264,000
------------- ---------------
Total liabilities and shareholders' equity $ 5,208,000 $ 8,564,000
------------- ---------------
------------- ---------------
See accompanying notes to financial statements.
3
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<TABLE>
<CAPTION>
MIDISOFT CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-----------------------------------------------------------------
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Revenues $ 491,000 $ 1,119,000 $ 1,003,000 $ 3,227,000
Cost of revenues $ 391,000 $ 490,000 812,000 1,148,000
-------------- ------------- ------------- -------------
Gross profit 100,000 629,000 191,000 2,079,000
Operating expenses:
Sales and marketing $ 1,076,000 $ 1,130,000 1,736,000 1,766,000
General and administrative $ 637,000 $ 691,000 1,220,000 950,000
Research and development $ 204,000 $ 395,000 422,000 619,000
------------- ------------- ------------- ------------
Total operating expenses 1,917,000 2,216,000 3,378,000 3,335,000
------------- ------------- ------------- ------------
Operating loss (1,817,000) (1,587,000) (3,187,000) (1,256,000)
Interest and other income $ 33,000 $ 115,000 78,000 249,000
------------- ------------ ------------ ------------
Loss before taxes (1,784,000) (1,472,000) (3,109,000) (1,007,000)
Provision for income taxes $ - $ (482,000) - (326,000)
------------- ------------ ------------- ------------
Net loss $(1,784,000) $ (990,000) $ (3,109,000) $ (681,000)
------------- ------------ ------------- ------------
------------- ------------ ------------- ------------
Net loss per share $ (0.38) $ (0.22) $ (0.66) $ (0.15)
-------------- ------------- ------------ ------------
-------------- ------------- ------------ ------------
Weighted average shares outstanding 4,673,000 4,461,000 4,677,000 4,519,000
-------------- ------------ ------------ ------------
-------------- ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
MIDISOFT CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
----------------------------
1996 1995
----------------------------
Cash flows from operations:
Net loss $ (3,109,000) $ (681,000)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation & amortization 565,000 423,000
(INCREASE) DECREASE IN ASSETS:
Accounts receivable, net 1,119,000 26,000
Inventories 159,000 24,000
Prepaids and other (83,000) (71,000)
INCREASE (DECREASE) IN LIABILITIES:
Trade accounts payable (221,000) 59,000
Accrued wages & payroll taxes (79,000) 52,000
Other accrued expenses (118,000) (26,000)
Deferred income taxes - (344,000)
Deferred revenue 99,000 (195,000)
---------- ---------
Total adjustments 1,441,000 (52,000)
---------- ---------
Net cash (used) for operations (1,668,000) (733,000)
---------- ---------
Cash from/(used for) investments:
Redemption of short term investments 1,540,000 -
Additions to plant & equipment (51,000) (314,000)
Capitalized software - (1,356,000)
Net cash from/(used for) investments 1,489,000 (1,670,000)
Cash flows from financing:
Stock options exercised 72,000 27,000
Net cash provided by financing 72,000 27,000
Net change in cash and cash equivalents (107,000) (2,376,000)
Cash and cash equivalents, beginning of year 2,143,000 9,601,000
----------- ----------
----------- ----------
Cash and cash equivalents, end of period $ 2,036,000$ 7,225,000
----------- ----------
----------- ----------
Supplemental cash flow information:
Income taxes paid $ - $2,000
Common stock issued for purchase
of other assets $ - $ 1,991,000
----------- ----------
----------- ----------
See accompanying notes to financial statements.
5
<PAGE>
MIDISOFT CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
INTERIM FINANCIAL INFORMATION
The condensed financial statements included herein have been prepared by
Midisoft Corporation (the "Company") without audit, according to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. However, in the opinion of management,
the accompanying unaudited financial statements contain all adjustments
(consisting of only normal recurring accruals) considered necessary to present
fairly the results for the interim periods presented. The accompanying
condensed financial statements and related notes should be read in conjunction
with the Company's 1995 audited financial statements included in its Annual
Report on Form 10-KSB filed March 29, 1996.
The results of operations for the six months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full calendar year.
ACCOUNTS RECEIVABLE AND MAJOR CUSTOMER INFORMATION
Accounts receivable from Original Equipment Manufacturers (OEM) and other
resellers are summarized as follows:
JUNE 30, DECEMBER 31,
1996 1995
---- ----
OEM $ 1,925,000 $ 2,398,000
RESELLERS AND OTHER 702,000 1,481,000
------------ ------------
SUBTOTAL 2,627,000 3,879,000
LESS: ALLOWANCE FOR DOUBTFUL ACCOUNTS (1,297,000) (1,120,000)
ALLOWANCE FOR SALES RETURNS (120,000) (430,000)
------------ ------------
TOTAL ACCOUNTS RECEIVABLE $ 1,210,000 $ 2,329,000
------------ ------------
------------ ------------
Accounts receivable consist principally of amounts due from OEMs and
reseller customers for licensing fees, royalties and direct sales of products.
OEM customer payment terms typically are one year in duration and require
payments to be made in quarterly installments. At June 30, 1996, OEM accounts
receivable amounts not yet due were $87,000, equal to 5% of total OEM
receivables compared to $971,000, equal to 40% at December 31, 1995. Reseller
payment terms typically are standardized and similar to those given software
distributors. At June 30, 1996, reseller accounts receivable amounts not yet
due were $153,000, equal to 22% of total reseller receivables compared to
$421,000, equal to 28% at December 31, 1995.
The Company's primary credit concentrations involve domestic and foreign
OEM and reseller customers. Foreign customers are primarily located in Western
Europe, Taiwan, Singapore, Korea and Japan. Domestic customers comprised
$1,663,000 of accounts receivable at June 30, 1996 compared to $2,769,000 at
December 31, 1995. Foreign customers comprised $964,000 of accounts receivable
at June 30, 1996 compared to $1,110,000 at December 31, 1995.
INCOME TAXES
No income taxes are payable at June 30, 1996, as a result of the Company's
year-to-date loss. The Company had Federal net operating losses at December 31,
1995 of approximately $11.3 million that will reduce taxes due in future periods
and expire beginning in 2008.
CAPITALIZED SOFTWARE AND OTHER COSTS
6
<PAGE>
Capitalized software and other costs, net as of June 30, 1996 consist of
purchased software technology, purchased contract software technology and
capitalized software developments costs. No such costs have been capitalized in
1996.
Capitalized software and other costs are summarized as follows:
JUNE 30, DECEMBER 31,
1996 1995
---- ----
Purchased software technology, net of
accumulated amortization of $294,000
and $177,000, respectively, in
1996 AND 1995 $ 311,000 $ 428,000
Purchased contract software technology,
net of accumulated amortization of
$269,000 and $131,000, respectively, in
1996 and 1995 226,000 364,000
Capitalized software development costs,
net of accumulated amortization of
$323,000 and $139,000, respectively, in
1996 and 1995 254,000 438,000
---------- ------------
Total capitalized software $ 791,000 $ 1,230,000
---------- ------------
---------- ------------
OTHER ACCRUED EXPENSES
The following table summarizes the components of the other current liabilities:
June 30, December 31,
1996 1995
---- ----
Shareholder litigation settlement $ 1,544,000 $ 1,644,000
Other accrued expenses 142,000 160,000
----------- ----------
$ 1,686,000 $ 1,804,000
----------- ----------
----------- ----------
The shareholder litigation settlement is comprised of 650,000 shares of the
Company's common stock expected to be issued in the third quarter of 1996. The
cash payment portion of the settlement, in the amount of $100,000, was made in
May 1996.
LITIGATION
On February 26, 1996, the Company settled the shareholders' class action
lawsuit which had been filed against it in March 1995. See "PART II, ITEM 1.
Legal Proceedings".
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND THE NOTES THERETO APPEARING ELSEWHERE IN THIS FORM 10-QSB.
GENERAL
The Company is a leading provider of innovative applications for the use of
sound on the personal computer (PC). The Company was incorporated in Washington
in 1986 and introduced its first product, METATRAK, the precursor to Studio, in
that year. The Company has focused its product lines to include music learning
and creativity and the integration of sound and media in today's PC environment.
The Company divides these product lines into two development categories, music
products and strategic products. The Company's music products enable users to
enjoy, explore, learn, create and share music. The Company pioneered the
development of MIDI technology, including the ability of users to instantly view
musical notation of sounds played through a piano keyboard, or other MIDI-
equipped instrument, linked to a PC. Midisoft's strategic products promote the
convergence of sound with other technologies into the personal computer desktop.
The products allow users to enhance their computing experience, and to
communicate more effectively with and through computers. The Company markets
its products on a worldwide basis to (i) original equipment manufacturers
(OEMs), which "bundle" one or more of Midisoft's products with their own
products, (ii) distributors and resellers, which directly supply the retail
distribution channel, and (ii) end users, catalog companies, and businesses.
Sales to software distributors and resellers, together with direct sales,
represented 53% and 72% of revenues in the three and six months ended June 30,
1996, and OEM sales represented 47% and 28% during the same periodS.
International sales accounted for 24% and 16% of the Company's revenues during
the three and six months ended June 30, 1996. Midisoft's customer base tends to
vary from period to period as it establishes new relationships in each of its
customer segments. During the three and six months ended June 30, 1996, two
different software distributors individually accounted for greater than 10% of
the Company's total revenues, collectively accounting for 26% and 39%,
respectively.
The Company's revenues include sales of software, software licenses and
services, less promotional discounts, refunds and sales return reserves. Cost
of revenues includes the costs of manuals, diskettes and duplication, packaging
materials, assembly, paper goods, shipping and amortization of purchased
software technology and capitalized software development costs. Cost of
revenues as a percentage of sales is lower for OEM sales than for distributor
and direct sales because few direct costs are involved. Sales and marketing
expenses consist primarily of salaries of sales and marketing personnel,
customer service and technical support costs, advertising and promotion
expenses. General and administrative expenses consist of salaries of
administrative personnel, legal and accounting costs and cost of the facilities.
Research and development expenses consist primarily of personnel and equipment
costs required to conduct the Company's development efforts. Software
development costs are expensed as incurred, until technological feasibility is
established, after which any additional costs will be capitalized until the
software is ready for release. No software development costs have been
capitalized in 1996. Amortization of capitalized software development costs
begins when the related product is available for release to customers.
Revenues from sales to distributors and resellers and direct sales are
recognized when products are shipped. The Company's software sales agreements
generally do not involve any significant obligations to customers subsequent to
delivery. Revenues from products licensed to OEMs, consisting of one-time
license fees, are recognized at the time the software master is delivered and
when the criteria for fixed fee revenue recognition under Statement of Position
No. 91-1 "Software Revenue Recognition" are satisfied. Additional royalty use
or unit copy royalty fees are recognized when they are received pursuant to
license agreements.
SEASONALITY
Sales to distributors tend to be greater in the fourth and first quarters
as consumers buy software to supplement their holiday computer hardware
purchases. OEM sales tend to be unpredictable with no particular seasonal
pattern. Direct sales generally increase when software upgrades become
available.
8
<PAGE>
COMPARISON OF THREE AND SIX MONTHS ENDED JUNE 30, 1996 TO 1995
Revenues for the three months ended June 30, 1996 were $491,000, a decrease
of $628,000, compared to $1.1 million for the same period in 1995. Revenues for
the six months of 1996 were $1.0 million, a decrease of $2.2 million or 69%,
compared to $3.2 million for the same period in the prior year. Sales to
software distributors and resellers, together with direct sales were $260,000
and $724,000 which represented 53% and 72% of revenues in the three and six
months ended June 30, 1996, respectively, while such sales represented 38% and
48% of revenues for the same periods in 1995. OEM sales of $230,000 and
$278,000 represented 47% and 28% in the three and six months ended June 30,
1996, respectively, while such sales represented 62% and 52% of revenues for the
same periods in 1995. International sales accounted for 24% and 16% of the
Company's revenues for the three and six months ended June 30, 1996 and
accounted for 22% and 20% for the same periods in 1995. The decrease in
revenues for the quarter ended June 30, 1996 was due to the anticipation of the
four new product releases scheduled for July 1996.
Gross profit for the three months ended June 30, 1996 was $100,000, a
decrease of $529,000, compared to $629,000 for the same period the prior year.
Gross profit for the six months of 1996 was $191,000, a decrease of $1.9 million
as compared with $2.1 million for the same period the prior year. As a
percentage of revenues, gross profit decreased to 20% in the three months ended
June 30, 1996 from 56% in 1995. As a percentage of revenues, gross profit
decreased to 19% in the six months ended June 30, 1996 from 64% in 1995. The
reduced gross profit percentages for both the three and six month periods was
primarily the result of reduced revenues. However, software amortization costs
and royalty payments for the three months ended June 30, 1996 and 1995 were
unchanged at $227,000. Software amortization costs and royalty payments for the
six months ended June 30, 1996 were $483,000, an increase of $126,000 compared
to $357,000 for the same period in the prior year.
Sales and marketing expenses for the three months ended June 30, 1996 were
$1,076,000, a decrease of $54,000, compared to $1,130,000 for the same period in
the prior year. Sales and marketing expenses for the six months ended June 30,
1996 were $1,736,000, a decrease of $30,000 compared to $1,766,000 for the same
period in the prior year. As a percentage of revenues, sales and marketing
expenses increased to 219% in the three months ended June 30, 1996 from 101% for
the same period in 1995. As a percentage of revenues, sales and marketing
expenses increased to 173% in the six months ended June 30, 1996 from 55% for
the same period in 1995. The sales and marketing expenses incurred during 1996
represent the base level of personnel, travel and advertising expenses necessary
to sell the product lines. The increase in the second quarter reflects
increased marketing expenditures as the Company prepares to launch new products
in the third quarter of 1996.
General and administrative expenses for the three months ended June 30,
1996 were $637,000, a decrease of $54,000, compared to $691,000 for the same
period of the prior year. General and administrative expenses for the six
months ended June 30, 1996 were $1,220,000 a increase of $270,000, compared to
$950,000 for the same period in the prior year. As a percentage of revenues,
these expenses for the three months ended June 30, 1996 increased to 130% in
1996 from 62% for the same period in 1995. As a percentage of revenues, general
and administrative for the six months ended June 30, 1996 increased to 122% from
29% for the same period in 1995. The current expense represents the base level
for the Company's general and administrative expense.
Research and development expenses for the three months ended June 30, 1996
were $204,000, a decrease of $191,000, compared to $395,000 for the same period
the prior year. As a percentage of revenues, research and development expenses
increased to 41% in the three months ended June 30, 1995 from 35% for the same
period in 1995. Research and development expenses for the six months ended June
30, 1996 were $422,000, a decrease of $197,000, compared to $619,000 for the
same period the prior year. As a percentage of revenues, research and
development expenses increased to 42% in the six months ended June 30, 1996 from
19% for the same period the prior year. Research and development costs in 1995
were substantially higher as a result of efforts to diversify the product line
in the second and third quarters of that year.
Interest and other income for the three months ended June 30,1996 was
$33,000, compared to $115,000 for the same period the prior year. Interest and
other income for the six months ended June 30, 1996 was $78,000, compared to
$249,000 for the same period the prior year. The decrease in interest and other
income is the result of the reduction of investments caused by the negative cash
flow from operations of the Company.
9
<PAGE>
No income taxes are payable at June 30, 1996, as a result of the Company's
year-to-date loss. The Company had Federal net operating losses at December 31,
1995 of approximately $11.3 million that will reduce taxes due in future periods
and expire beginning in 2008.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996, the Company's principal sources of liquidity included
cash, cash equivalents and short term investments of $2.0 and net accounts
receivable of $1.2 million. This compares to cash, cash equivalents and short
term investments of $3.7 million and net accounts receivable of $2.3 million at
December 31, 1995. The decline in liquidity and capital resources is due
largely to negative cash flow from operations as the result of unprofitable
business decisions made in 1995 and the subsequent need for current management
to restructure the Company and its product lines.
The Company has a $3 million bank credit facility. The secured credit
facility carries an interest rate of IBOR plus 2.5 percent. As of June 30,
1996, no amount was drawn under the credit facility.
The Company's current liabilities at June 30, 1996 were $3.0 million
compared to $3.3 million at December 31, 1995. The Company has had no long term
debt since inception , and has no present commitments or agreements that could
require any long-term debt to be incurred. As of June 30, 1996, working capital
totaled $2.5 million (excluding $1.5 million in other accrued expenses which
will be satisfied through the issuance of 650,000 shares of the Company's common
stock.)
Historically, the Company has relied on external sources of liquidity and
the existing cash and cash equivalents consisting largely of proceeds remaining
from the 1994 public offering. Although the current rate of cash consumption
has decreased from the third and fourth quarters of 1995, the Company's future
viability is dependent on the success of its latest product releases, or on its
ability to obtain additional financing, neither of which can be assured.
The Company is dependent to a material degree on OEM sales. These sales
are concentrated in a small number of large customer contracts and tend to occur
sporadically. OEM sales were adversely affected during the quarter ended March
31, 1996 by a reorganization of the Company's sales department and in the second
quarter by the anticipation of Sound Bar, a primary OEM product offering, which
was released in July 1996. If the Company is unable to close significant OEM
contracts in the future, its results of operations and liquidity will be
materially affected. If the sales increase fails to materialize, the Company's
liquidity will be severely affected.
The Company's operating activities used cash of $1,668,000 for the six
month period ended June 30, 1996, reflecting the decrease in sales volume. The
primary components of changes in working capital were operating losses of $3.1
million and a decrease in current liabilities of $319,000, mitigated by
reductions in receivables of $1.1 million and inventories of $159,000.
Cash used for investments totaled $51,000 for the six month period of 1996.
These investments consisted of additions to equipment.
10
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 24, 1995 a shareholders' class action was filed against the
Company and three of the Company's former officers. The complaint, captioned as
SMITH, ET AL. V. MIDISOFT, ET AL., was filed in the United States District Court
for the Western District of Washington. The action was brought on behalf of
purchasers of the Company's Common Stock during the period April 26, 1994 to
August 18, 1995, as extended. Among other things, the complaint alleged that
the defendants made various misrepresentations and/or omissions with respect to
the Company's business. On February 26, 1996 the parties entered into an
agreement pursuant to which the case was settled subject to final court
approval. Pursuant to the settlement agreement, the Company has paid $100,000
in cash and will issue 650,000 shares of Common Stock to the plaintiffs; the
Company is also obligated to register the Common Stock under the Securities
Exchange Act of 1933 in order to allow the plaintiffs to sell the stock. The
Company expects to file a registration statement covering the Common Stock to be
issued to the plaintiffs in 1996.
The Company has been notified that the SEC is conducting an investigation
into the events leading to the financial statement restatements by the Company
last year. The Company is cooperating with the SEC and is unable to predict how
long the investigation will continue or the ultimate outcome. However,
management does not currently expect that the investigation will have a material
adverse effect on the Company's financial condition or operating results.
ITEM 2. CHANGES IN SECURITIES - None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 19, 1996, the Company held its Annual Meeting of Shareholders.
Shareholders of record on May 24, 1996, the record date, holding a total of
4,666,816 shares were eligible to vote on the two items presented. A total of
3,806,971 shares voted, equal to 81.6% of the shares outstanding on the record
date, as shown below:
ITEM NUMBER 1. Election of Directors voted as follows:
Stephen Sedmak 3,779,719 voted for; 27,252 withheld.
A. Peter Parsons 3,779,719 voted for; 27,252 withheld.
ITEM NUMBER 2. Ratification of certain compensation to the Company's
directors: 3,647,056 voted for; 106,324 voted against;
53,591 abstained.
ITEM 5. OTHER INFORMATION. - None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS - None
b) REPORTS ON FORM 8-K:
Report filed on April 29, 1996, concerning the combined proforma financial
statements, as of December 31, 1994, of Midisoft Corporation and AskMe
Multimedia Inc. using the purchase method of accounting for acquisitions.
Report filed on May 9, 1996, concerning the combined proforma financial
statements, as of December 31, 1994, of Midisoft Corporation and Knowledge
Engineering, Inc. using the purchase method of accounting for acquisitions.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MIDISOFT CORPORATION
(Registrant)
Date: July 26, 1996
BY: /s/ Melinda A. Bryden
---------------------------------
Melinda A. Bryden, Vice President
Finance and Chief Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF MIDISOFT CORPORATION FOR THE 3 MONTHS ENDED
JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2036000
<SECURITIES> 0
<RECEIVABLES> 2627000
<ALLOWANCES> 1417000
<INVENTORY> 335000
<CURRENT-ASSETS> 3930000
<PP&E> 993000
<DEPRECIATION> 506000
<TOTAL-ASSETS> 5208000
<CURRENT-LIABILITIES> 2981000
<BONDS> 0
0
0
<COMMON> 17178000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2227000
<SALES> 1003000
<TOTAL-REVENUES> 1003000
<CGS> 812000
<TOTAL-COSTS> 4190000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3109000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3109000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3109000)
<EPS-PRIMARY> (.66)
<EPS-DILUTED> (.66)
</TABLE>
