<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarterly Period Ended February 28, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Transition Period From ____ to ____
Commission file number 0-27928
NICOLLET PROCESS ENGINEERING, INC.
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1528120
- --------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
420 North Fifth Street, Ford Centre, Suite 1040
Minneapolis, MN 55401
------------------------------------------
(Address of principal executive offices)
(612) 339-7958
---------------------------
(Issuer's telephone number)
Check 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 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 [ ]
The number of shares of common stock, no par value, outstanding as of April 10,
1998 was 5,536,095.
Transitional Small Business Disclosure Format (Check One): YES [ ] NO [X]
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NICOLLET PROCESS ENGINEERING, INC.
Balance Sheets
February 28, 1998 (Unaudited) and August 31, 1997
<TABLE>
<CAPTION>
February 28, August 31,
ASSETS 1998 1997
- ------ ------------ ----------
(Unaudited) (Note)
<S> <C> <C>
Current Assets:
Cash . . . . . . . . . . . . . . . . . . . . . . 0 0
Short term investments . . . . . . . . . . . . . 0 0
Net receivables. . . . . . . . . . . . . . . . . 213,621 815,942
Accounts receivable -- related parties . . . . . 19,313 19,313
Inventories. . . . . . . . . . . . . . . . . . . 160,239 190,813
Prepaid expenses and other assets. . . . . . . . 147,229 21,103
------------ ----------
Total current assets. . . . . . . . . . . . 540,402 1,047,171
Property and equipment:
Computer equipment . . . . . . . . . . . . . . . 486,594 486,594
Furnishings and equipment. . . . . . . . . . . . 173,022 173,022
Leasehold improvements . . . . . . . . . . . . . 70,211 70,211
------------ ----------
729,827 729,827
Less: accumulated depreciation. . . . . . . . . (446,164) (387,423)
------------ ----------
283,663 342,404
Other assets:
License agreement. . . . . . . . . . . . . . . . 26,447 49,115
Software development costs . . . . . . . . . . . 467,299 413,511
Other assets . . . . . . . . . . . . . . . . . . 11,737 14,360
------------ ----------
Total assets . . . . . . . . . . . . . . . . . . . 1,329,548 1,866,561
------------ ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Checks written in excess of bank balance . . . . 167,559 128,595
Customer deposits. . . . . . . . . . . . . . . . 56,470 0
Notes payable -- current portion . . . . . . . . 49,655 49,655
Notes payable -- line of credit. . . . . . . . . 7,118 486,538
Accounts payable . . . . . . . . . . . . . . . . 748,668 536,360
Accrued payroll liabilities. . . . . . . . . . . 83,220 58,173
Current portion of capitalized
lease obligation. . . . . . . . . . . . . . . . 3,518 7,496
Accrued liabilities. . . . . . . . . . . . . . . 2,361 70,972
------------ ----------
Total current liabilities . . . . . . . . . . 1,118,569 1,337,789
Long term notes. . . . . . . . . . . . . . . . . . 8,798 23,401
Capitalized lease obligation . . . . . . . . . . . 0 0
Deferred revenue . . . . . . . . . . . . . . . . . 26,500 26,000
Deferred rent. . . . . . . . . . . . . . . . . . . 4,850 6,610
Shareholders' equity (deficit):
Common stock, no par value:
Authorized shares -- 12,000,000; issued and
outstanding shares 3,368,527 at August 31,
1997 and 3,992,087 at February 28, 1998 . . 8,612,019 7,653,600
Accumulated deficit. . . . . . . . . . . . . . . (8,439,688) (7,179,339)
------------ ----------
172,331 474,261
Less stock subscriptions receivable. . . . . . . (1,500) (1,500)
------------ ----------
Total shareholders' equity (deficit) . . . . . . . 170,831 472,761
------------ ----------
Total liabilities and shareholders' equity . . . . 1,329,548 1,866,561
------------ ----------
</TABLE>
Note: The balance sheet as of August 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles.
See accompanying notes to financial statements.
2
<PAGE>
NICOLLET PROCESS ENGINEERING, INC.
Statements of Operations
For the Three Months and Six Months Ended February 28, 1998
and February 28, 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
February 28, February 28, February 28, February 28,
------------ ------------ ------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . . . . . $302,450 $520,936 $704,774 $1,114,654
Cost of sales. . . . . . . . . . . . . 271,189 349,954 568,999 686,629
------------ ------------ ------------ ------------
Gross margin . . . . . . . . . . . . . 31,261 170,982 135,775 428,025
Operating expenses:
Selling expenses. . . . . . . . . 375,696 312,611 669,043 630,016
Research and development
expenses . . . . . . . . . . . . 154,223 102,827 256,044 220,361
General and administrative
expenses . . . . . . . . . . . . 245,522 216,602 431,775 431,018
------------ ------------ ------------ ------------
Total operating expenses. . . . 775,441 632,040 1,356,862 1,281,395
------------ ------------ ------------ ------------
Operating loss . . . . . . . . . . . . (744,180) (461,056) (1,221,087) (853,370)
Other income/expenses
Interest expense. . . . . . . . . 21,582 2,318 39,268 4,281
Interest income . . . . . . . . . 0 (14,502) 0 (38,701)
------------ ------------ ------------ ------------
Total other income/expenses . . 21,582 (12,184) 39,268 (34,420)
------------ ------------ ------------ ------------
Net loss . . . . . . . . . . . . . . . $(765,762) $(448,874) $(1,260,355) $(818,950)
------------ ------------ ------------ ------------
Net loss per share . . . . . . . . . . $(0.19) $(0.14) $(0.32) $(0.25)
------------ ------------ ------------ ------------
Weighted average number of
shares outstanding . . . . . . . 3,992,087 3,317,008 3,992,087 3,317,008
------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
NICOLLET PROCESS ENGINEERING, INC.
Statements of Cash Flows
For the Six Months Ended February 28, 1998 and February 28, 1997
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
----------------
February 28, 1998 February 28, 1997
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . (1,260,355) (818,950)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation/amortization . . . . . . . . . . 161,344 124,065
Accounts receivable . . . . . . . . . . . . 602,320 (270,395)
Inventories . . . . . . . . . . . . . . . . 30,574 114,426
Prepaid expenses. . . . . . . . . . . . . . (126,125) (26,800)
Accounts payable. . . . . . . . . . . . . . 212,307 (64,191)
Other current liabilities . . . . . . . . . (433,285) 34,554
Accrued liabilities . . . . . . . . . . . . (32,729) (116,845)
----------------- -----------------
Net cash used in operating activities. . . . . . . (845,949) (1,024,136)
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Total fixed assets . . . . . . . . . . . . . . . . 0 (47,357)
Other assets . . . . . . . . . . . . . . . . . . . (1,200) (48,322)
Capital-in-process . . . . . . . . . . . . . . . . (129,898) (297,463)
----------------- -----------------
Net cash used in investing activities. . . . . . . (131,098) (393,142)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Proceeds from:
Common stock . . . . . . . . . . . . . . . . . . 958,419 (59,174)
Stock subscription received. . . . . . . . . . . 0 3,000
Notes payable. . . . . . . . . . . . . . . . . . (14,603) (75,147)
Deferred lease obligation. . . . . . . . . . . . (3,092) (3,092)
Capitalized lease obligation . . . . . . . . . . (2,646) (2,888)
----------------- -----------------
Net cash (used in)/from financing activities . . . 938,078 (137,301)
----------------- -----------------
Net decrease in cash . . . . . . . . . . . . . . . (38,969) (1,554,578)
Cash at beginning of period. . . . . . . . . . . . (128,595) (2,171,623)
Cash at end of period. . . . . . . . . . . . . . . (167,564) 617,046
----------------- -----------------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
NICOLLET PROCESS ENGINEERING, INC.
Form 10-QSB
February 28, 1998
Notes to Financial Statements
1. BASIS OF PRESENTATION
The unaudited interim financial statements have been prepared by the
Company in accordance with generally accepted accounting principles,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements have been omitted or condensed
pursuant to such rules and regulations. The information furnished
reflects, in the opinion of the management of the Company, all adjustments
(of only a normally recurring nature) necessary to present a fair statement
of the results for the interim periods presented. Operating results for
the three and six month periods ended February 28, 1998 are not necessarily
indicative of the results that may be expected for the year ended August
31, 1998. The accompanying unaudited interim financial statements should
be read in conjunction with the financial statements and related notes
included in the Company's Annual Report on Form 10-QSB dated August 31,
1997.
2. NET INCOME (LOSS) PER SHARE
Net income (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average number of shares of common stock
outstanding during the period.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.
THIS FORM 10-QSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. FOR THIS
PURPOSE, ANY STATEMENTS CONTAINED IN THIS FORM 10-QSB THAT ARE NOT STATEMENTS OF
HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT
LIMITING THE FOREGOING, WORDS SUCH AS "MAY," "WILL," "EXPECT," "BELIEVE,"
"ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS
THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A VARIETY
OF FACTORS, INCLUDING THOSE DESCRIBED UNDER THE CAPTION "IMPORTANT FACTORS TO
CONSIDER" CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, AS AMENDED,
FOR THE FISCAL YEAR ENDED AUGUST 31, 1997.
OVERVIEW
Nicollet Process Engineering, Inc.'s ("NPE" or the "Company") mission is to
assist customers in turning factory floor information into revenues and profits.
NPE is focused on the information technology requirements of manufacturers for
better managing production processes and supporting management decisions. NPE
designs, manufacturers, markets and supports high speed data acquisition systems
that bring a range of solutions to solve process automation problems, including
process visualization, machine and process control and real-time database
management products. The Company currently focuses on the die casting and
plastics injection molding industries with industry specific process monitoring
and control systems, client/server software and machine diagnostic instruments.
The Company has developed die casting industry specific, "turn-key"
manufacturing information and process control system ("Process Vision") which,
on a real-time basis, monitors, collects an displays machine performance data,
monitors process performance continuously against pre-set values, provide
feedback to the machine's controller to bring out of tolerance performance back
into conformance, and aggregates data for real-time presentation of process
reports for use by the machine operator. As part of its product offering to die
casting industry, the Company has also developed client/server software (the
"Client/Server Software" which together with Process Vision are referred to as
the "Die Casting Products"), which provides access to factory floor data stored
in file servers and distributes that data, on a real-time basis, to all levels
of an organization in either preprogrammed report formats or on a defined basis.
The Company has developed a line of products in the plastics injection
molding industry that provides process and production monitoring to all levels
of an organization. The Company's plastics monitoring product is also a "turn
key" manufacturing information system (the "Plastics Monitoring System") which
on a real-time basis, monitors, collects and displays machine performance data,
monitors process performance continuously against pre-set values and provides
the information collected and analyzed to all levels of an organization. In
February 1997, the Company introduced a second product to the plastics
industry--the PMRS. The Company's production monitoring and reporting system
(the "PMRS") collects production information, such as cycle time and number of
parts manufactured, from machines at the factory floor level and provides
specific production reports to the machine operator or, at the customer's
option, to all levels of the organization. During the first quarter of fiscal
1997, in conjunction with and at the request of several original equipment
manufacturers (OEMs), the Company developed a modified version of the Plastics
Monitoring System that offers a direct connection to the plastic injection
molding machine for process monitoring (the "Direct Connect" which together with
the Plastics Monitoring System and PMRS are referred to as the "Plastics
Products"), thereby eliminating the need for specialized computer hardware to
run process monitoring.
The Company's third product line, the Machine Capability Analyzer (the
"MCA"), is a portable, diagnostic instrument that troubleshoots machine
performance for inconsistencies in operation and
6
<PAGE>
repeatability. During the fourth quarter of fiscal 1997 and the first
quarter of fiscal 1998, the Company, under an agreement with GE Plastics, an
operating division of General Electric Corporation, developed a new software
module for the MCA to test the moldability of GE resins. The custom design
of this new module was completed for GE Plastics during the second quarter of
fiscal 1998, and the Company believes it will have broad application
throughout GE Plastics and its customers molding with GE resins. NPE has also
redesigned the MCA product to meet new specifications provided by Dow
Chemical. Dow Chemical has purchased two prototypes of the newly redesigned
MCA product for testing. The Company believes that the new software module
for the MCA developed for GE Plastics and the newly designed product for Dow
Chemical will have applications across NPE's customer base.
During the last fiscal year, the Company focused substantially all of the
Company's research and development efforts in modularizing the Company's
Plastics Monitoring System. In addition, during the second quarter of fiscal
1998, the Company converted the operation platform software for the Plastics
Products. The Company's Plastics Products are now engineered to allow customers
to mix and match modules according to a customer's specific needs, thereby
permitting easy migration from simpler starter systems, such as the PMRS, to
more sophisticated process monitoring and client/server level information
gathering systems.
RESULTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 28, 1998 COMPARED TO THREE MONTHS AND
SIX MONTHS ENDED FEBRUARY 28, 1997
NET SALES. Net sales decreased 42% to approximately $302,000 in the three
months ended February 28, 1998, compared to approximately $521,000 in the three
months ended February 28, 1997. Net sales decreased 37% to approximately
$705,000 in the six months ended February 28, 1998, compared to approximately
$1.1 million in the six months ended February 28, 1997. The decrease in the net
sales for the second fiscal quarter and six month period ended February 28,1998
was due to delays in bookings, extended design efforts and the software
conversion process of the Plastics Products.
Sales of the Company's die casting NPE System in the three months ended
February 28, 1998 decreased approximately 23% to approximately $137,000. Sales
of the Company's die casting NPE System in the six months ended February 28,
1998 decreased approximately 40% to approximately $324,000. The decrease for
the six month period ended February 28, 1997 was due to delays in booking major
orders. A number of these orders have since been placed, and Company's die
casting backlog was approximately $342,000 as of April 10, 1998.
Sales of the Plastics Products decreased 77% to approximately $26,000 in
the three months ended February 28, 1998, compared to approximately $114,000 in
the prior year period. Sales of the Plastics Products decreased 28% to
approximately $84,000 in the six months ended February 28, 1998, compared to
approximately $117,000 in the prior year period. The decrease for both the
three month and six month periods ended February 28, 1998 was due primarily to
data conversion delays. This conversion was completed during the second quarter
of fiscal 1998. The new software platform was installed at existing customer
sites and the Company believes that the product is now stable.
Sales of the MCAs decreased 41% to $88,000 in the three months ended
February 28, 1998, compared to approximately $149,000 in the prior year period.
Sales of MCAs decreased 44% to $154,000 in the six months ended February 28,
1998, compared to approximately $275,000 in the prior year period. The decrease
in both the three months and six months ended February 28, 1998 was due to
vendor technical problems with the laptop analyzer docking station, which caused
no availability of the product. The design of a new analyzer was completed in
March 1998 and contains feature upgrades including integrated signal
conditioning.
7
<PAGE>
GROSS MARGINS. The gross margin decreased to 10% of revenues in the three
months ended February 28, 1998, compared to 28% of revenues in the prior year
period. The gross margin decreased to 19% of revenues in the six months ended
February 28, 1998, compared to 33% of revenues in the prior year period. The
decrease in both the three month and six month period ended February 28, 1998
was due primarily to continued warranty costs associated with software
conversion installation. and training for existing customers There was $70,000
of warranty costs for the six month period ended February 28, 1998.
SALES AND MARKETING EXPENSES. Sales and marketing expenses increased 20% to
approximately $376,000 in the three months ended February 28, 1998, compared to
approximately $313,000 in the prior year period. Sales and marketing expenses
increased 6% to approximately $669,000 in the six months ended February 28,
1998, compared to approximately $630,000 in the prior year period. This
increase in both the three months and six months ended February 28, 1998 was due
to additions to the sales force during the first quarters of fiscal 1998 and
increased advertising cost associated with the new Plastic Products.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 50% to approximately $154,000 in the three months ended February 28,
1998, compared to approximately $103,000 in the prior year period. Research and
development expenses increased 16% to approximately $256,000 in the six months
ended February 28, 1998, compared to approximately $220,000 in the prior year
period. This increase, in both the three month and six month periods ended
February 28, 1998, was due to lower capitalization of development cost which
resulted in increased expenses. The increase in research and development
expenses was offset by reductions in technical staff during the second quarter
of fiscal 1998. The Company capitalized approximately $130,000 in software
development costs relating to development of the NPE programmable logic
controller, the new MCA analyzer and the PMRS software.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 13% to approximately $246,000 in the three months ended February 28,
1998, compared to approximately $217,000 in the prior year. General and
administrative expenses increased only 0.2% to approximately $432,000 in the six
months ended February 28, 1998, compared to approximately $431,000 in the prior
year. This slight increase, in both the three month and six month period ended
February 28, 1998, was due to an increase in legal and accounting fees relating
to the Company's public company obligations.
INTEREST INCOME. Interest income decreased to $0 in both the three months
and the six months ended February 28, 1998, compared to $14,502 and $38,268,
respectively, for the same prior periods. This decrease, in both the three
months and six months ended February 28, 1998, was due to no securities
investments.
INTEREST EXPENSES. Interest expenses increased to approximately $22,000
in the three months ended February 28, 1998, compared to approximately $2,000 in
the prior year period. Interest expenses increased to approximately $39,000 in
the six months ended February 28, 1998, compared to approximately $4,000 in the
prior year period. This increase, in both the three months and six months ended
February 28, 1998, was due to an increase in outstanding debt by use of the bank
line of credit.
NET LOSS. The net loss for the three months ended February 28, 1998 was
approximately $767,000 or $0.19 per share, compared to a net loss of
approximately $448,000 or $0.14 per share for the three months ended February
29, 1997. The net loss for the six months ended February 28, 1998 was
approximately $1,260,000 or $.32 per share, compared to a net loss of
approximately $819,000 or $.25 per share for the six months ended February 29,
1996. The increase in the net loss, in both the three months and six months
ended February 28, 1998, is due primarily to a reduction in net sales and
increased sales and marketing expenses.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
In March 1996, the Company completed an initial public offering of
1,000,000 shares of Common Stock. In May 1996, the underwriter exercised its
overallotment option to purchase an additional 171,215 shares of Common Stock.
The net proceeds to the Company from the public offering was approximately $4.3
million. The Company's Common Stock is quoted on the Nasdaq SmallCap Market
under the symbol "NPET."
In May 1997, the Company entered into two lines of credit with Norwest
Business Credit, Inc. and Norwest Bank Minnesota, National Association
(collectively, "Norwest") for an aggregate of up to $800,000 in borrowings (the
"Credit Facilities"). The Credit Facilities are discretionary and have a term
of one year. Credit availability under these facilities based on accounts
receivable of the Company's United States operations and accounts receivable and
inventories of the Company's international operations. The Credit Facilities
are used primarily to finance working capital. As of February 28, 1998, the
Company borrowed approximately $7,000 under the Credit Facilities.
On November 7, 1997, the Company completed a private placement of an
aggregate of 1,266,667 shares of Common Stock. The gross proceeds to the
Company from the private placement were approximately $760,000.
On February 26, 1998, the Company sold 450,000 shares of Common Stock for
an aggregate purchase price of $250,000. On March 12, 1998, the Company sold an
additional 450,000 shares of Common Stock for aggregate proceeds of $225,000.
Management believes cash and investments will fund operations through
August 1998. Net cash used in operating activities was approximately $846,000
and $1.0 million in the six months ended February 28, 1998 and February 28,
1997, respectively. The cash used was primarily related to operations.
The Company anticipates capital expenditures of approximately $50,000
through fiscal 1998 for use in purchasing engineering test facility equipment,
production equipment and training and demo presentation equipment.
With the proceeds of the private placements in November 1997 and February
and March, 1998, the Company believes that sufficient liquidity is available to
satisfy its working capital needs at least through August 1998.
9
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal, governmental, administrative or other
proceedings to which the Company is a party or of which any of its property is
the subject.
ITEM 2. CHANGES IN SECURITIES.
On February 26, 1998, the Company sold 450,000 shares of Common Stock at a
price of $0.50 per share, for an aggregate purchase price of $225,000, to Andrew
K. Boszhardt, Jr., a director and shareholder of the Company. On March 12,
1998, the Company sold an addition 450,000 shares of Common Stock, at a price of
$0.50 per share, for an aggregate purchase price of $225,000, to Andrew K.
Boszhardt, Jr. and Anthony Scaramucci.
The sales of Common Stock in February and March 1998 were made in reliance
on Section 4(2) and Regulation D under the 1933 Act for transactions not
involving a public offering. With regard to the reliance by the Company upon
the exemption from registration provided under Section 4(2) and Regulation D
under the 1933 Act for the sales of the securities disclosed above, certain
inquiries were made by the Company and certain representations and warranties
were obtained from the purchasers to establish that such sales qualified for
such exemption from the registration requirements. In particular, the Company
confirmed that with respect to the exemption claimed under Section 4(2) and
Regulation D under the 1933 Act (i) all offers of sales and sales were made by
personal contact from officers or directors of the Company or other persons
closely associated with the Company, (ii) each purchaser made representations
that he was sophisticated in relation to the investment (and the Company has no
reason to believe such representations were incorrect), (iii) each purchaser
gave assurance of investment intent and the certificates for the shares bear a
legend accordingly, and (iv) offers and sales were made to a limited number of
persons.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
An annual meeting of the shareholders of the Company was held on February
5, 1998. The meeting involved the election of directors, and Pierce A. McNally,
Robert A. Pitner, Andrew K. Boszhardt, Jr., Thomas W. Bugbee and Benton J. Case,
Jr. were elected to serve as directors until the next Annual Meeting of
Shareholders, or until their respective successors are elected and qualified.
The votes cast For and Against, with respect to each nominee, were as follows:
<TABLE>
<CAPTION>
Number of Votes
----------------------
Director For Against
-------- --------- -------
<S> <C> <C>
Pierce A. McNally 3,640,330 35,059
Robert A. Pitner 3,626,730 48,659
Andrew K. Boszhardt, Jr. 3,643,730 31,659
Thomas W. Bugbee 3,643,730 31,659
Benton J. Case, Jr. 3,641,030 34,359
</TABLE>
10
<PAGE>
The shareholders also considered and acted upon a proposal to ratify the
appointment of Ernst & Young, LLP, certified public accountants, as independent
auditors for the Company for the year ending August 31, 1998. This proposal was
approved by 3,628,801 shares of Common Stock of the Company (or approximately
98.7% of the shares of Common Stock represented at the meeting). The proposal
was approved with 25,250 shares of Common Stock voting against and 21,338 shares
of Common Stock abstaining. Broker non-votes were zero.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 27.1 Financial Data Schedule.
(b) No Current Reports on Form 8-K were filed during the fiscal quarter
ended February 28, 1998.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NICOLLET PROCESS ENGINEERING, INC.
Dated: April 14, 1998 By: /s/ Robert A. Pitner
---------------------------------------
Robert A. Pitner
President, Chief Executive Officer
and Chief Financial Officer
(principal executive officer)
By: /s/ John Sandberg
---------------------------------------
John Sandberg
Controller
(principal accounting officer)
12
<PAGE>
NICOLLET PROCESS ENGINEERING, INC.
QUARTERLY REPORT ON FORM 10-QSB
FISCAL QUARTER ENDED FEBRUARY 28, 1998
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
27.1 Financial Data Schedule Filed herewith electronically
</TABLE>
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF OPERATIONS AND BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> FEB-28-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 296,129
<ALLOWANCES> 85,490
<INVENTORY> 160,239
<CURRENT-ASSETS> 540,402
<PP&E> 729,827
<DEPRECIATION> 446,164
<TOTAL-ASSETS> 1,329,548
<CURRENT-LIABILITIES> 1,118,569
<BONDS> 0
0
0
<COMMON> 8,612,019
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,329,548
<SALES> 704,774
<TOTAL-REVENUES> 704,774
<CGS> 568,999
<TOTAL-COSTS> 1,356,862
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,268
<INCOME-PRETAX> (1,260,355)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,260,355)
<EPS-PRIMARY> (0.32)
<EPS-DILUTED> (0.32)
</TABLE>
