<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 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: 0-21980
CFI PROSERVICES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Oregon 93-0704365
- - ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 S.W. Sixth Avenue, Portland, Oregon 97204
- - -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(503) 274-7280
- - -------------------------------------------------------------------------------
(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 at least the past 90 days.
Yes X No _____
---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Shares Outstanding
Class of Securities as of April 30, 1996
------------------- --------------------
Common Stock, no par value 4,696,798
<PAGE> 2
INDEX
CFI PROSERVICES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Consolidated Balance Sheets:
As of March 31, 1996 (unaudited)
and December 31, 1995.........................................3
Consolidated Statements of Income (unaudited):
For the three-month period
ended March 31, 1996 and 1995.................................4
Consolidated Statements of Cash Flows (unaudited):
For the three months
ended March 31, 1996 and 1995.................................5
Notes to Consolidated Financial Statements....................6
Item 2. Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operations.................8
---------------------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................12
-----------------
Item 2. Changes in Securities........................................12
---------------------
Item 3. Defaults Upon Senior Securities..............................12
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders..........12
---------------------------------------------------
Item 5. Other Information............................................12
-----------------
Item 6. Exhibits and Reports on Form 8-K.............................13
--------------------------------
SIGNATURES............................................................14
2
<PAGE> 3
CFI PROSERVICES, INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,053 $ 4,844
Short-term investments 1,762 2,826
Accounts receivable, net 10,463 15,165
Inventory 198 215
Prepaid expenses and other current assets 1,294 1,533
Deferred tax asset 445 445
------- -------
Total current assets 21,215 25,028
Property and equipment, net 3,067 2,968
Software development costs, net 5,062 4,317
Purchased software, net 733 849
Intangibles, net 2,934 3,079
Other assets 353 346
------- -------
Total assets $33,364 $36,587
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 801 $ 1,443
Accrued expenses 3,262 3,492
Deferred revenue 5,890 6,860
Customer deposits 842 698
Notes payable 1,084 3,740
Accrued income taxes payable 310 -
Other current liabilities 36
------- -------
Total current liabilities 12,189 16,269
Deferred income tax liability 965 965
Other long-term liabilities 275 423
------- -------
Total liabilities 13,429 17,657
------- -------
Mandatory redeemable preferred stock, Class A 734 761
Shareholders' equity:
Common stock, no par value, 10,000,000
shares authorized at March 31, 1996 and at
December 31, 1995; 4,645,593 and 4,496,136
shares issued and outstanding at March 31,
1996 and December 31, 1995, respectively 15,856 15,693
Retained earnings 3,345 2,476
------- -------
Total shareholders' equity 19,201 18,169
------- -------
Total liabilities and shareholders' equity $33,364 $36,587
======= =======
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE> 4
CFI PROSERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited; in thousands, except net income per share)
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1995
---- ----
(restated*)
<S> <C> <C>
REVENUE
Software license fees $ 6,000 $ 3,197
Service and support revenue 4,174 3,416
Other 834 707
------- -------
Total revenue 11,008 7,320
COST OF REVENUE 3,715 2,708
Gross profit 7,293 4,612
SALES AND MARKETING 2,802 2,064
PRODUCT DEVELOPMENT 2,008 1,296
GENERAL AND ADMINISTRATIVE 1,080 976
------- -------
Total operating expenses 5,890 4,336
------- -------
Income from operations 1,403 276
NON-OPERATING INCOME 112 103
------- -------
NET INCOME BEFORE PROVISION FOR TAXES 1,515 379
PROVISION FOR INCOME TAXES 622 135
------- -------
NET INCOME 893 244
PREFERRED STOCK DIVIDEND 24 24
------- -------
NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS $ 869 $ 220
======= =======
NET INCOME PER SHARE $ 0.18 $ 0.05
======= =======
SHARES USED IN COMPUTING
NET INCOME PER SHARE 4,881 4,851
* Restated to conform to current presentation.
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE> 5
CFI PROSERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
<TABLE>
Three months ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES: 1996 1995
---- ----
(restated*)
<S> <C> <C>
Net income applicable to common shareholders $ 869 $ 220
Adjustments
Depreciation and amortization 840 663
Interest accreted (payments made) on
mandatory redeemable preferred stock (27) 4
Equity in Vendor Payment Systems, Inc. loss 23 15
(Increase) decrease in assets:
Accounts receivable 4,702 4,028
Inventory 17 57
Prepaid expenses and other current assets 239 167
Increase (decrease) in liabilities:
Accounts payable (642) (757)
Accrued expenses (230) (1,392)
Deferred revenues (970) (650)
Customer deposits 144 102
Accrued income taxes payable 310 32
-------- --------
Total adjustments 4,406 2,269
-------- --------
Net cash provided by operating
activities 5,275 2,489
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for furniture and equipment (466) (154)
Software development costs capitalized (957) (500)
Proceeds from maturities of investments 1,064 2,160
Purchase of investments - (2,428)
Other (30) -
-------- --------
Net cash used for investing activities (389) (922)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt (184) -
Payments on note related to acquisition (2,656) -
Proceeds from issuance of common stock 163 553
-------- --------
Net cash (used for) provided by
financing activities (2,677) 553
-------- --------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 2,209 2,120
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE PERIOD 4,844 1,514
-------- --------
CASH AND CASH EQUIVALENTS
AT THE END OF THE PERIOD $ 7,053 $ 3,634
======== ========
*Restated to conform to current presentation.
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE> 6
CFI PROSERVICES, INC.
Notes to Consolidated Financial Statements
(Dollar amounts stated in thousands,
except per share amounts or as otherwise indicated)
1. Unaudited financial statements
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted from these unaudited financial statements. These unaudited
financial statements should be read in conjunction with the Company's Report on
Form 10-K for the year ended December 31, 1995 filed with the Securities and
Exchange Commission. The results of operations for the three-month period
ended March 31, 1996 are not necessarily indicative of the operating results
for the full year or for future periods.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, have been made to present fairly the Company's financial
position at March 31, 1996 and the results of its operations for the three-
month periods ended March 31, 1996 and 1995, and its cash flows for the three-
month periods ended March 31, 1996 and 1995.
2. Income taxes
The provision for income taxes is based on the estimated effective income
tax rate for the year.
3. Earnings per share
Earnings per share is computed based on the weighted average number of
common and dilutive common equivalent shares outstanding, using the treasury
stock method. Common stock equivalents include shares issuable upon exercise
of outstanding stock options.
4. Acquisitions
In November 1995, the Company acquired all of the outstanding common stock
of Culverin Corporation ("Culverin"), a software company with headquarters in
Dayton, Ohio. The transaction has been accounted for as a purchase. The
financial statements herein include the results of Culverin's operations for
the quarter ended March 31, 1996.
Unaudited pro forma results of operations for the quarter ended March 31,
1995, assuming the acquisition of Culverin had occurred at the beginning of
1994, excluding the one-time pretax $3,700 write-off of the value of in-process
research and development efforts, are as follows:
6
<PAGE> 7
<TABLE>
<CAPTION>
Quarter ended March 31, 1995
----------------------- ----
<S> <C>
Total revenues $8,258
Net income $ 129
Earnings per share $ .03
</TABLE>
In April 1995, the Company acquired all of the outstanding common stock of
Texas/Southwest Technology Group ("TSTG"), a software company located in
Houston, Texas. The transaction has been accounted for as a purchase. The
financial statements herein include the results of TSTG's operations for the
three months ended March 31, 1996. The results of TSTG's operations prior to
the acquisition were insignificant.
5. Subsequent Events
In April 1996, the Company acquired all of the capital stock of two
software companies and certain assets of four other software companies in four
separate transactions. All of these acquisitions will be accounted for as
purchases. The combined purchase prices total $13.0 million, payable as
follows (in millions):
<TABLE>
<CAPTION>
<S> <C>
Cash paid on closing $ 4.7
Cash payable in 90 days 3.5
Cash payable in January 1997 .9
Cash payable in varying amounts
over 5 years 3.2
Present value of assumed obligation
payable in monthly installments over
103 months .4
CFI common stock payable in two years .3
------
Total $ 13.0
======
</TABLE>
In addition, most of the purchase agreements include contingent royalties
tied to future revenue production or to software conversions. The Company is
currently in the process of determining the allocation of purchase price
relating to these acquisitions. It is anticipated that a significant portion
will be recorded as goodwill and amortized ratably over 7 years.
The Company is in the process of preparing the required financial
disclosures for these acquisitions for inclusion in an amendment to a Current
Report on Form 8-K due to be filed on or before June 15, 1996. The disclosures
will include summarized pro forma results of combined operations for the year
ended December 31, 1995 and for the three months ended March 31, 1996, prepared
as if the acquisitions had occurred on January 1, 1995.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This discussion should be read in conjunction with the Consolidated
Financial Statements and the Company's report on Form 10-K filed for the year
ended December 31, 1995.
General
- - -------
CFI ProServices, Inc. (the "Company") is a supplier of integrated software
solutions to the financial services industry in the United States. The Company
has combined its technology, banking, and legal expertise to deliver branch
automation, electronic banking, telephone sales and service center, and
knowledge-based lending and operations compliance applications to all segments
of the financial services industry. Historically, the Company's strength has
been its compliance-based Laser Pro and Deposit Pro products which use personal
computers and desktop printers to produce the required documents for loan
applications, loan closings, and new deposit accounts. However, in recent
years the Company has added retail delivery products that facilitate
transactions between the institutions and its customers, whether the
transaction occurs in the branch, by computer, or by telephone. These retail
delivery products are beginning to make significant contributions to revenue.
The financial services industry continues to consolidate and cut costs.
The Company is adapting to the changing market by placing a greater emphasis on
sales to larger banks and providing products that allow financial institutions
to automate customer transactions traditionally performed by tellers at branch
offices. In addition, the Company continues development of new versions of its
existing products that will run on graphical platforms such as Microsoft
Windows, to meet market demand and improve productivity in the financial
institution.
The Company continues to pursue opportunities to expand its market
presence by acquiring products, technologies and companies which complement the
Company's product set. Evidence of this pursuit is its acquisitions of Texas
Southwest Technology Group ("TSTG") in April of 1995 and of Culverin
Corporation ("Culverin") in November 1995. Further, in April of 1996 the
Company acquired the stock or the assets of six additional software companies
in four separate transactions (see Note 4, Subsequent Events, to Consolidated
Financial Statements). There are no assurances that any such acquisitions will
have a favorable impact on the future performance of the Company.
This report contains forward-looking statements which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The forward-looking statements, which are based on current expectations,
involve risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements, including, without limitation,
new initiatives by competitors, price pressures, changes in product mix,
cancellation, rescheduling and performance of contracts, and the risk factors
and assumptions specifically mentioned in this report and those listed from
time to time in the Company's SEC reports. The forward-looking statements
should be considered in light of these risks and uncertainties.
8
<PAGE> 9
Results of Operations
- - ---------------------
Revenues
Software License Fees increased $2.8 million, or 88%, for the three-month
period ended March 31, 1996 compared to the corresponding period in 1995. This
increase was largely due to a $2.3 million increase in sales of retail delivery
products, with most of the increase coming from sales of branch automation and
remittance processing software, resulting from the November 1995 acquisition of
Culverin. Increased sales of Personal Branch, the Company's electronic banking
product, also contributed to the increase in retail delivery product sales.
Sales of the Company's compliance products increased as well, with most of
the increase coming from sales of Laser Pro. Sales of compliance products
represented 54% of total software sales for the quarter ended March 31, 1996,
compared to 85% for the corresponding period in 1995. In the immediate future,
sales of compliance products, consisting mainly of Laser Pro and Deposit Pro,
are not expected to contribute significantly to revenue growth. However, as
versions of these products are released for Windows and other graphical
operating systems, sales growth could improve. In addition, the Company
intends to integrate some functionality of its compliance products into its
retail delivery products, providing an integrated solution with improved value
for the customer. Future revenue growth will depend on the Company's ability
to increase sales of the Company's retail delivery products and increase sales
to larger financial institutions.
Service & Support Fees consist primarily of recurring software support
fees and revenues from training customers in the use of the Company's products.
In total, these revenues increased 22% for the quarter ended March 31, 1996
compared to the like period a year ago, largely due to the growth in the
installed customer base of the Company's products as well as customer additions
resulting from the acquisition of Culverin.
Other Revenues, which consist primarily of preprinted forms, supplies and
commissions from hardware resale agreements, increased 18% compared to the
first quarter of 1995, largely due to increased commissions from the sale of
hardware related to sales of the Company's Personal Branch electronic banking
product. Sales of pre-printed forms remained flat for the quarter compared to
the like period a year ago, and are not expected to contribute to revenue
growth in the future.
Predictability of Revenues - Sales to larger banks are expected to
constitute a higher percentage of total revenues in future periods. Since
transactions with these larger banks are typically of greater scope and require
a greater sales effort over a longer period of time and often include
customization and prolonged acceptance testing, the predictability of revenues
for any particular period is diminished. In addition, reduced accessibility to
key decision-making personnel at prospect banks, which can occur during typical
vacation periods such as the third quarter, can adversely affect revenues for
such periods. The Company believes that quarterly variations in revenues and
the consequential quarterly variations in results of operations are not
necessarily indicative of the results of operations for full years.
9
<PAGE> 10
Costs of Revenues
Costs of revenues primarily consist of amortization of capitalized
software, royalty payments on acquired software, amortization of intangibles
related to purchases of technology, compliance warranty insurance premiums,
software production costs, costs of product support, training and
implementation, costs of software customization, and materials costs for forms
and supplies. These costs increased by $1.0 million, or 37%, for the quarter
ended March 31, 1996 compared to the corresponding period in 1995. Increased
staffing and other costs associated with implementation services for retail
delivery products and product support were the cause of most of the increase in
expenses. Higher royalty and amortization expenses, resulting largely from
acquisitions after the first quarter of 1995, also contributed to the increase
in expenses for the first quarter of 1996.
In aggregate, costs of revenues are relatively fixed, and do not vary
proportionately with changes in revenue. As a percentage of revenue, costs of
revenues for the first quarter of 1996 were 34% compared to 37% for the like
period a year ago. Higher expenses as a percentage of revenues for the period
a year ago were a result of lower than expected software sales relative to the
expenditures incurred to support a higher level of sales than was achieved.
The costs as a percentage of revenues for the first quarter of 1996, and the
corresponding gross profit rate of 66%, are more in line with the Company's
expectations for future quarters. However, failure to achieve revenue targets
could result in lower gross profits as a percentage of total revenues.
Operating Expenses
Sales & Marketing expenses increased $738,000, or 36%, for the quarter
ended March 31, 1996 over the corresponding period in 1995. The increase was
primarily due to increased commissions and bonuses resulting from improved
sales, as well as additional personnel and other expenses resulting from the
acquisition of Culverin. As a percentage of revenues, sales and marketing
expenses for the quarter ended March 31, 1996 were 26% compared to 28% for the
corresponding period in 1995. The higher costs as a percentage of revenue in
the first quarter of 1995 was primarily a consequence of lower than expected
new product sales and sales to larger banks for the period relative to the
investment in corresponding sales and marketing activities. As a percentage of
revenues, expenses are not expected to exceed, and may decrease slightly from,
current levels for the remainder of 1996.
Product Development expenses increased $712,000, or 55%, for the quarter
ended March 31, 1996 compared to the corresponding quarter in 1995. The
increase was largely the result of increased staffing in the development areas
of the Company, consisting mostly of increases resulting from the acquisition
of Culverin and TSTG, all of which were partially offset by increased
capitalization of software development expense. The Company will continue to
commit significant resources to product development efforts. As a percentage
of total revenues, product development expenses have not varied significantly
from prior periods. In future periods, expenses are expected to increase,
largely as the result of recent acquisition activity (see Note 4 of the
accompanying Notes to Consolidated Financial Statements), and may increase as a
percentage of total revenues.
General & Administrative expenses increased $104,000, or 11%, for the
quarter ended March 31, 1996 compared to the like period in 1995. The increase
10
<PAGE> 11
is largely due to greater accrued incentive compensation expense corresponding
with the improvement in operating income. General and administrative expenses
represented 10% of total revenues for the first quarter of 1996, compared to
13% for the first quarter of last year and 12% for all of 1995. Expenses in
future periods are expected to increase, but as a percentage of revenues are
not expected to exceed last year's levels.
Income Taxes
The Company estimated its effective tax rate for the quarter ended March
31, 1996 to be approximately 41%. The increase over the 36% rate used for the
corresponding quarter of 1995 results primarily from increased amortization of
intangibles related to recent acquisitions that are not deductible for tax
purposes. Management believes that the effective tax rate in future periods
may increase slightly as a result of further increases of intangibles related
to acquisitions during April 1996.
Liquidity and Capital Resources
- - -------------------------------
Operations provided $5.3 million of cash for the three months ended March
31, 1996 compared to $2.5 million for the corresponding period in 1995. In
addition to higher net income, incentive compensation payouts for the prior
fiscal year were significantly lower in 1996 compared to the corresponding
quarter of 1995, due to lower achievement of operating income targets relative
to plan in fiscal 1995 compared to 1994. Also, greater receipts from increased
advance annual support fees (from a larger customer base) contributed to the
favorable variance. At the end of each year, the Company bills certain
customers for annual support fees for the coming year. As the Company's
customer base grows, the level of receivables and subsequent cash inflows
increase each year. The decrease in receivables and deferred revenues since
December 31, 1995 are largely attributable to these advance annual support fees
that are collected in the first quarter and recognized as revenue ratably over
the course of 1996.
Cash used for investing activities was $389,000 for the quarter ended
March 31, 1996 compared to $922,000 for the like quarter in 1995. Expenditures
for furniture and equipment and for internal software development increased by
$769,000 over the prior year's quarter, reflecting both a growth in personnel
and the Company's commitment to converting its compliance products to a
graphical platform. Offsetting this increase in the 1996 quarter were
significant net inflows from short-term investments due to anticipated
liquidity requirements for pending acquisitions. The Company will continue to
commit significant resources to new products and technologies, both purchased
and internally developed.
Cash used for financing activities of $2.7 million for the three months
ended March 31, 1996 primarily consisted of installment payments on a note
related to the acquisition of Culverin in November 1995. Remaining payments on
the note of $1.1 million are payable in quarterly installments ending November
1996. Cash flows from financing activities for the corresponding quarter in
1995 of $553,000 consisted primarily of stock option exercises by senior
officers of the Company.
From time to time the Company receives claims from its customers of
alleged problems relating to documents generated using Company products.
11
<PAGE> 12
Should all currently pending claims be found to be valid, it is unlikely that
the combined financial impact to the Company would exceed $250,000 of expense
net of insurance coverage. No litigation has been initiated against the
Company by any of its customers.
Anticipated future cash requirements include internal software
development, installment payments on cash indebtedness from acquisitions,
purchases of technology or market share (such as the April 1996 acquisitions)
that fit with the Company's strategic goals and expenditures for fixed assets
necessary to support the Company's continued growth. The Company believes that
the current balance of cash and investments, along with cash generated by
operations and cash available under its revolving line-of-credit, should be
sufficient to meet its capital and liquidity requirements for the immediate
future as the Company works towards integrating the operations of its recent
acquisitions. The Company currently has no borrowings outstanding under the
line, which the Company expects to amend in May 1996 to increase the line from
$5.0 million to $7.5 million and to provide more flexibility to the Company
with respect to the restrictive covenants contained in the line of credit
agreement. The Company also plans to seek an extension of the line past its
scheduled expiration date in October 1996.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
As previously disclosed in a Current Report on Form 8-K, the Company
acquired, as of April 1, 1996, all of the issued and outstanding common stock of
OnLine Financial Communications Systems, Inc. ("OnLine" and "OnLine Stock") and
COIN Banking Systems, Inc. ("COIN" and "COIN Stock"). Subsequent to executing
and closing the Stock Sale and Purchase Agreement, a dispute over the assets
excluded from the acquisitions has arisen between the Company and MicroBilt
Corporation and First Financial Management Corporation, the latter two of whom
are the previous owners of the COIN Stock and OnLine Stock, respectively.
The aggregate amount in dispute is approximately $250,000. The parties are
currently attempting to resolve this dispute.
12
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
2.1. Stock Purchase and Sale Agreement dated November 21, 1995, among
CFI ProServices, Inc., Culverin Corporation, Eric T. Wagner, John M. Loveless,
David Steffens and Douglas Teets (filed as Exhibit 2.1 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 6, 1995,
and incorporated herein by this reference).
2.2. Stock Purchase and Sale Agreement, effective April 1, 1996, by
and among MicroBilt Corporation, First Financial Management Corporation, and
CFI ProServices, Inc. (filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K, Date of Event April 1, 1996, and incorporated herein by this
reference).
2.3. Asset Purchase and Sale Agreement, effective April 1, 1996, by
and among Input Creations, Inc., its shareholders, and CFI ProServices, Inc.
(filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, Date of
Event April 17, 1996, and incorporated herein by this reference).
27. Financial Data Schedule (filed electronically only).
(b) Reports on Form 8-K:
On December 6, 1995, the Registrant filed a Current Report on Form 8-K to
report the acquisition of Culverin Corporation ("Culverin"). An amendment to
that Form 8-K to include financial statements for Culverin and pro forma
financial information for the Registrant and Culverin was filed on February 5,
1996.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
CFI PROSERVICES, INC.
Date: May 15, 1996 By: /s/ Fred Hall
-----------------------------------------
Fred Hall
Vice President & Chief Financial Officer
14
<PAGE> 15
Index to Exhibits
<TABLE>
<CAPTION>
Page
- - ----
<S> <C> <C>
___ 27 Financial Data Schedule (filed electronically only).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CFI
PROSERVICES, INC.'S MARCH 31, 1996 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATMENTS.
</LEGEND>
<CIK> 0000908180
<NAME> CFI PROSERVICES, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 7,053
<SECURITIES> 1,762
<RECEIVABLES> 10,859
<ALLOWANCES> 396
<INVENTORY> 198
<CURRENT-ASSETS> 21,215
<PP&E> 7,309
<DEPRECIATION> 4,242
<TOTAL-ASSETS> 33,364
<CURRENT-LIABILITIES> 12,189
<BONDS> 0
734
0
<COMMON> 15,856
<OTHER-SE> 3,345
<TOTAL-LIABILITY-AND-EQUITY> 33,364
<SALES> 6,000
<TOTAL-REVENUES> 11,008
<CGS> 3,715
<TOTAL-COSTS> 9,605
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,515
<INCOME-TAX> 622
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 893
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
