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FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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
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Commission file number 0-21456
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ELECTRONIC RETAILING SYSTEMS
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1361276
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
372 Danbury Road
Wilton, Connecticut 06897
(Address of principal executive offices, including zip code)
(203) 761-7900
(Registrant's telephone number, including area code)
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 (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
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 11, 1996
- ------------------------- --------------------------------
Common Stock, $.01 par value 21,034,195 shares
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<PAGE>
AMENDMENT NO. 1
The undersigned hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, as set forth in the
pages attached hereto:
Part I. Financial Information.
Item 1. Financial Statements.
Condensed Consolidated Statement of
Operations - Three and Nine Months
Ended September 30, 1996 and 1995
Note 2 to Notes to Condensed
Consolidated Financial Statements
Note 5 to Notes to Condensed
Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations -
Liquidity and Capital Resources
INDEX TO EXHIBITS
Exhibit 11 - Computation of Net Loss
Per Common Share
Exhibit 27 - Financial Data Schedule,
which is submitted
electronically to the
Securities and Exchange
Commission for
information only and is
not filed
<PAGE>
<PAGE>
Electronic Retailing Systems International, Inc.
Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTIONS>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Product Sales $ 1,376 $ 865 $ 3,675 $ 1,718
Maintenance 247 115 595 185
------- ------- ------- -------
Total revenues 1,623 980 4,270 1,903
Cost of goods sold
Product Sales 1,429 1,087 3,955 2,382
Maintenance 273 139 718 381
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Total cost of goods sold 1,702 1,226 4,673 2,763
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Gross profit (loss) (79) (246) (403) (860)
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Operating expenses
Selling, general and admini-
strative (including amounts to
related parties of $9 and $46
during the three months ended
September 30, 1996 and 1995 and
$28 and $85 during the nine months
ended September 30, 1996 and 1995) 1,649 1,805 5,080 5,044
Research and development 222 390 786 2,094
Depreciation and amortization 41 27 123 81
Stock option compensation 10 26 32 80
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Total operating expenses 1,922 2,248 6,021 7,299
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Loss from operations (2,001) (2,494) (6,424) (8,159)
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Other income (expenses)
Interest income 129 53 179 82
Interest expense (including
amounts to related parties of
$19 and $52 during the three
and nine months ended September
30, 1995) (97) (86) (283) (223)
Gain on short-term investments - - - 5
------- ------- ------- -------
Total other income (expenses) 32 (33) (104) (136)
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Net loss $(1,969) $(2,527) $(6,528) $(8,295)
======= ======= ======= =======
Earnings per share
Weighted average common shares
outstanding 19,930 11,747 14,528 11,741
======= ======= ======= =======
Net Loss per common share $ (0.10) $ (0.23) $ (0.47) $ (0.72)
======= ======= ======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements<PAGE>
<PAGE>
Part I. Financial Information-Item 1. Financial
Statements-Note 2-Basis of Presentation
The third paragraph contained under Note 2 to the Notes to
Condensed Consolidated Financial Statements is hereby amended to
read as follows:
Net loss per common share is computed using the
weighted average number of common shares and common
share equivalents assumed to be outstanding during
the period. Common share equivalents consist of the
Company's common shares issuable upon exercise of
stock options and stock purchase warrants. The
computation of net loss per common share does not
reflect common share equivalents that are anti-
dilutive.
Part I. Financial Information-Item 1. Financial
Statements-Note 5-Common Stock Offering
The third paragraph contained under Note 5 of the Notes to
Condensed Consolidated Financial Statements is hereby deleted.
Part I. Financial Information-Management's Discussion
and Analysis of Financial Condition and Results
of Operations-Liquidity and Capital Resources
The fourth paragraph contained under the caption "Liquidity
and Capital Resources" is hereby amended to read as follows:
The aggregate net proceeds to the Company in such
transactions were in the estimated amount of
approximately $12 million (approximately $10.2
million in the Regulation S Transaction, and
approximately $2.0 million in the Private
Placement, in the aggregate net of the Preferred
Stock Payments). Net expenses do not reflect non-
cash expenses represented by the Commission Shares
but reflect finder's fees in the amount of
$199,000, which were applied to the acquisition of
shares in the Regulation S Transaction.<PAGE>
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
ELECTRONIC RETAILING SYSTEMS
INTERNATIONAL, INC.
December 17, 1996 s/Bruce F. Failing, Jr.
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Date Bruce F. Failing, Jr.
President and Chief Executive Officer
December 17, 1996 s/William B. Fischer
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Date William B. Fischer
Vice President, Finance
(principal financial and accounting
officer)
<PAGE>
<PAGE>
Index to Exhibits
Exhibit Number Document Description
- -------------- --------------------
11 Computation of Net Loss Per Common Share
27 Financial Data Schedule, which is
submitted electronically to the
Securities and Exchange Commission for
information only and is not filed.
Exhibit 11
Electronic Retailing Systems International, Inc.
Computation of Net Loss Per Common Share
<TABLE>
<CAPTIONS>
Three Months Nine Months
Ended Ended
Sept. 30, 1996 Sept. 30, 1996
-------------- --------------
<S> <C> <C>
Net loss ($1,969,000) ($6,528,000)
Dividends on preferred stock (231,000)
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Net Loss available to common
shareholders ($1,969,000) ($6,759,000)
=========== ===========
Weighted average common shares
outstanding 19,929,620 14,527,761
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Net Loss per common share ($0.10) ($0.47)
========== ==========
Calculation of weighted average
shares outstanding
Shares issued and outstanding
at Dec. 31, 1995 11,748,232 11,748,232
Shares issued in Reg. S offering 4,370,038 1,472,687
Shares issued in US private placement 802,655 270,492
Shares issued to investment broker 192,777 64,965
Shares issued upon conversion of
Series A preferred stock 2,763,597 931,322
Issuance of shares pursuant to
stock option plan 52,321 40,063
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Weighted average common shares
outstanding 19,929,620 14,527,761
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 9,651
<SECURITIES> 0
<RECEIVABLES> 1,719
<ALLOWANCES> (108)
<INVENTORY> 1,505
<CURRENT-ASSETS> 12,973
<PP&E> 2,292
<DEPRECIATION> (1,683)
<TOTAL-ASSETS> 14,465
<CURRENT-LIABILITIES> 882
<BONDS> 4,987
0
0
<COMMON> 210
<OTHER-SE> 8,386
<TOTAL-LIABILITY-AND-EQUITY> 14,465
<SALES> 3,675
<TOTAL-REVENUES> 4,270
<CGS> 3,955
<TOTAL-COSTS> 4,673
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 21
<INTEREST-EXPENSE> 283
<INCOME-PRETAX> (6,528)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,528)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,528)
<EPS-PRIMARY> (0.47)
<EPS-DILUTED> 0
</TABLE>
