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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 March 31, 1997
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 May 12, 1997
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Common Stock, $.01 par value 21,084,156 shares
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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 March 31, 1997, as set forth in
the pages attached hereto:
Part I. Financial Information; Item 1. Financial
Statements; Note 4 to Notes to Condensed
Consolidated Financial Statements
Part I. Financial Information; Item 2. Management's
Discussion and Analysis of Financial Condition
and Results of Operations - Results of Operations
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Part I. Financial Information; Item 1. Financial
Statements; Note 4-Sale of Senior Discount Notes and
Warrants:
Note 4 to the Notes to Condensed Consolidated Financial
Statements is hereby amended by adding, after the last paragraph
thereof, the following new paragraph:
Commencing with the consummation of the Private Placement in
January 1997, the Company will record interest on an amount equal
to the gross proceeds from the Private Placement plus prior
recorded and unpaid interest at the annual rate of 13.25%.
Additional expense will be recorded as a result of the
amortization of the discount recorded on the Notes (for value
attributed to the Warrants) and the amortization of costs of
issuance.
Part I. Financial Information-Management's Discussion
and Analysis of Financial Condition and Results
of Operations-Results of Operations
The first paragraph contained under the caption "Results of
Operations" is hereby amended to read as follows:
Revenues. During the three month period ended March 31, 1997, the
Company's total revenues were $520,000 compared to $1,221,000 in
the corresponding quarter in 1996. Product sales in the first
quarter of 1997 included $122,000 of software license fees (48%
of product sales for the quarter); no such revenues were recorded
in the comparable quarter of the prior year. In each of the three
month periods ended March 31, 1997 and 1996, product sales were
to three customers within the supermarket industry. The decrease
in revenues attributable to product sales in first quarter 1997
compared to first quarter 1996 reflects the decreased demand for
the Company's previous generation product attendant to plans to
introduce the new generation product. Maintenance revenues for
the three months ended March 31, 1997 increased to $266,000 from
$173,000 in the corresponding 1996 period reflecting a larger
installed customer base. The Company anticipates that past
patterns in revenues may not be indicative of future results of
operations as the Company introduces its SayGo Plan, under which
the Company will recognize revenues as monthly usage and other
fees are billed to customers.
The eighth paragraph contained under the caption "Results of
Operations" is hereby amended to read as follows:
Interest Expense. Interest expense increased to $2,723,000 for
the three month period ended March 31, 1997, compared to $87,000
for the same period in 1996. Interest expense in 1996 and 1997
included interest on amounts borrowed from the Connecticut
Development Authority ("CDA") and additionally, in 1997, interest
on the 13.25% Senior Discount Notes. Commencing with the
consummation of the Private Placement in January 1997, the
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Company will record interest on an amount equal to the gross
proceeds from the Private Placement plus prior recorded and
unpaid interest at the annual rate of 13.25%. Additional expense
will be recorded as a result of the amortization of the discount
recorded on the Senior Discount Notes (for value attributed to
the Warrants) and the amortization of costs of issuance.
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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.
June 23, 1997 s/Bruce F. Failing, Jr.
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Date Bruce F. Failing, Jr.
Vice Chairman and Chief Executive
Officer
June 23, 1997 s/William B. Fischer
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Date William B. Fischer
Vice President, Finance
(principal financial and accounting
officer)
