<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1997.
Commission file number: 33-89384-LA
PROLOGIC MANAGEMENT SYSTEMS, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C>
Arizona 86-0498857
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2030 East Speedway Blvd., Tucson, Arizona 85719
(Address of principal executive offices) (Zip Code)
</TABLE>
Issuer's telephone number (520) 320-1000.
(Former address: 2731 East Elvira Road, #151, Tucson, Arizona, 85706)
(Former telephone number: 520-741-1001)
Securities registered under Section 12(g) of the Exchange Act:
Common Stock and Warrants to Purchase Common Stock
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
______ .
Number of shares of common stock outstanding on June 30, 1997 was 3,681,395.
Transitional Small Business Disclosure Format:
Yes ______ ; No ___X___ .
<PAGE> 2
Prologic Management Systems, Inc.
Index
<TABLE>
<CAPTION>
Page
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<S> <C>
Part I. FINANCIAL INFORMATION 3
Item 1 Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at June 30, 1997
and March 31, 1997 3
Condensed Consolidated Statements of Operations
for the Three Months Ended June 30, 1997 and June 30, 1996 4
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended June 30, 1997 and June 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of
Results of Operations and Financial Condition 7
Part II. OTHER INFORMATION 10
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote by Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Exhibit 11 13
Exhibit 27
SIGNATURES 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PROLOGIC MANAGEMENT SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, 1997 MARCH 31, 1997
------------- --------------
Assets (unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 660,557 $ 815,120
Restricted cash 1,000,000 1,000,000
Trade accounts receivable less allowance for doubtful
accounts of $228,594 at June 30, 1997 and March 31, 1997 4,441,598 2,696,444
Notes receivable 38,889 58,333
Inventory 229,832 293,478
Prepaid expenses 127,661 91,030
----------- -----------
Total current assets 6,498,537 4,954,405
Property and equipment, net 540,954 545,113
Goodwill, net 1,453,038 1,514,162
Other assets 117,444 112,444
----------- -----------
Total assets $ 8,609,973 $ 7,126,124
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities
Line of credit $ 1,708,194 $ 1,102,448
Current installments of long term debt 63,074 63,074
Notes payable 616,719 394,570
Accounts payable 3,439,518 2,697,341
Accrued expenses 508,402 352,659
Deferred maintenance revenue 181,312 114,633
----------- -----------
Total current liabilities 6,517,219 4,724,725
Long term debt, excluding current installments 974,531 980,309
Shareholders' equity
Preferred stock, no par value. Authorized 1,000,000 shares; no shares
issued or outstanding
Common stock, no par value. Authorized 10,000,000 shares;
3,681,395 issued and outstanding at June 30, 1997
and 3,675,395 issued and outstanding at March 31, 1997 8,038,955 8,038,955
Accumulated deficit (6,920,732) (6,617,865)
----------- -----------
Net shareholders' equity 1,118,223 1,421,090
----------- -----------
Total liabilities and shareholders' equity $ 8,609,973 $ 7,126,124
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE> 4
PROLOGIC MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
1997 1996
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Net Sales
Hardware $ 5,114,844 $ 397,323
Licenses 547,993 92,879
Services and Other 653,920 256,068
----------- -----------
6,316,756 746,270
Cost of Sales 5,177,119 572,143
----------- -----------
Gross Profit 1,139,637 174,127
Operating Expenses
Selling and marketing 474,758 149,648
General and administrative 792,608 373,505
Research and development 95,434 82,411
----------- -----------
Total Operating Expenses 1,362,799 605,564
----------- -----------
Operating Loss (223,162) (431,437)
Interest Expense (82,632) (356,641)
Other income (expense) 2,925 24,497
----------- -----------
Income (loss) before taxes (302,869) (763,581)
Income Taxes -- --
----------- -----------
Net loss $ (302,869) $ (763,581)
=========== ===========
Net loss per common share $ (.08) $ (0.23)
Shares used in computing net loss per share 3,675,375 3,328,070
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE> 5
PROLOGIC MANAGEMENT SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
1997 1996
----------- -----------
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net Loss $ (302,869) $ (763,582)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 116,330 54,305
Changes in: -- --
Trade accounts receivable (1,745,156) 63,738
Accounts payable and accrued expenses 897,920 (43,900)
Other Assets and liabilities 108,138 123,525
----------- -----------
Total adjustments (622,768) (49,382)
----------- -----------
Net cash used in operating activities (925,637) (812,964)
----------- -----------
Cash flows from investing activities:
Purchase of equipment (51,045) (89,111)
----------- -----------
Net cash provided by (used in) investing activities (51,045) (89,111)
Cash flows from financing activities:
Issuance of notes payable and debt 851,631 927,291
Repayment of debt (29,511) (1,098,848)
Issuance of common stock -- 17,232
----------- -----------
Net cash provided by (used in) financing activities 822,120 (154,325)
Net cash increase in cash and cash equivalents (154,563) (1,056,400)
Cash and cash equivalents, beginning of period 815,120 3,426,981
----------- -----------
Cash and cash equivalents, end of period $ 660,557 $ 2,370,581
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE> 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Interim Periods
The accompanying condensed consolidated financial statements include
the accounts of Prologic Management Systems, Inc. (the "Company") and
its wholly-owned subsidiaries, Great River Systems, Inc., and BASIS,
Inc. All significant inter-company balances and transactions have
been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial
statements have been prepared by the Company in accordance with
generally accepted accounting principals, pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion
of management, the accompanying condensed consolidated financial
statements include all adjustments (of a normal recurring nature)
which are necessary for a fair presentation of the results for the
interim periods presented. Certain information and footnote
disclosures normally included in financial statements have been
condensed or omitted pursuant to such rules and regulations. Although
the Company believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these
financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's
1997 Report on Form 10-KSB. The results of operations for the three
months ended June 30, 1997 are not necessarily indicative of the
results to be expected for the full year.
2. Line of Credit
The Company has a $1,000,000 line of credit with its bank which is
subject to renewal in August 1997. Management has discussed the
renewal with its bank and believes that the line of credit will be
renewed under substantially the same terms. The interest rate under
the line of credit is the bank's prime rate. The line of credit is
secured by the Company's $1,000,000 money market account. The credit
agreement contains, among other things, restrictive financial
covenants. As of June 1997 borrowings under this agreement were
$994,562 and were compliant with the covenants.
The Company also maintains a $2,200,000 facility for the financing of
accounts receivable and inventory with Deutsche Financial Services
("DFS") for its BASIS subsidiary. This financing facility is subject
to a twelve month renewal in August 1997. Management has discussed
the renewal with DFS and believes that the line of credit will be
renewed under substantially the same terms. The interest rate is at
the prime rate plus 1%. The credit facility is collateralized by a
$300,000 irrevocable letter of credit from the Company's bank. As of
June 30, 1997 borrowings under this agreement were $713,632.
3. Goodwill
Goodwill arose from the acquisition of GRSI and represents the excess
of the purchase price over the estimated fair value of the net assets
of GRSI. Goodwill is being amortized on a straight-line basis over
the period of expected benefit of 7 years. The Company assesses the
recoverability of this intangible asset by determining whether the
amortization of the goodwill balance over its remaining life can be
recovered through undiscounted future operating cash flows of the
acquired operation. The amount of goodwill impairment, if any, is
measured based on projected discounted future operating cash flows
using a discount rate reflecting the Company's average cost of funds.
The assessment of the recoverability of goodwill will be impacted if
estimated future operating cash flows are not achieved. Accumulated
amortization totaled $262,595 at June 30, 1997.
6
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4. Property and Equipment
Property and equipment as of June 1997 are comprised of the following:
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1997 1997
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<S> <C> <C>
Furniture and Fixtures $ 215,344 $ 215,344
Computer equipment and software $1,050,819 $ 999,774
---------- ----------
$1,266,163 $1,215,118
Less accumulated depreciation $ 725,210 $ 670,005
---------- ----------
Net property and equipment $ 540,953 $ 545,113
========== ==========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the audited
Consolidated Financial Statements as filed in the Company's annual report Form
10-KSB. Except for the historical information contained herein, the matters
discussed in this 10-QSB are forward-looking statements that involve a number of
risks and uncertainties. There are certain important factors and risks,
including the rapid change in hardware and software technology, market
conditions, the anticipation of growth of certain market segments and the
positioning of the Company's products and services in those segments,
seasonality in the buying cycles of certain of the Company's customers, the
timing of product announcements, the release of new or enhanced products, the
introduction of competitive products and services by existing or new competitors
and the significant risks associated with the acquisition of new products,
product rights, technologies, businesses, the management of growth, the
Company's ability to attract and retain highly skilled technical, managerial and
sales and marketing personnel, and the other risks detailed from time to time in
the Company's SEC reports, including reports on Form 10-KSB and Form 10-QSB,
that could cause results to differ materially from those anticipated by the
statements made herein. Therefore, historical results and percentage
relationships will not necessarily be indicative of the operating results of any
future period.
INTRODUCTION
The Company provides systems integration services, networking services and
applications software for the commercial market. The systems integration
services include consulting, maintenance, training and the installation of
hardware on which to implement the Company's as well as third party software
products. The Prologic proprietary applications software is licensed for use to
manufacturers and for use in the wholesale distribution industry. The Company's
products are not directed to the retail consumer market. The financial
information for the quarter ended June 30, 1996 includes operating activity from
GRSI, another wholly owned subsidiary which was acquired on September 30, 1995.
The financial information for the quarter ended June 30, 1997 includes the
operating activity of GRSI and BASIS, a wholly owned subsidiary which was
acquired during August 1996. For additional information on the combined
operating results of the Company and its subsidiaries, see the Consolidated
Financial Statements of the Company and Notes thereto. The discussion should be
read in conjunction with and is qualified in its entirety by the Consolidated
Financial Statements of the Company and Notes thereto.
RESULTS OF OPERATIONS
Net Sales. Net sales for the first quarter of fiscal 1998 were $6,316,756
compared to the first quarter of the previous fiscal year when sales were
$746,270. Sales of all products and services increased substantially with the
most significant growth coming from the sale of third party hardware where sales
increased by approximately $4,717,521 from the same period of the previous
fiscal year. A significant portion of the increase in hardware sales
7
<PAGE> 8
came from Basis which was acquired in August of 1996 and was not included in the
net sales of the previous year's first quarter. Sales of proprietary and third
party software licenses were $547,993 versus sales of the first quarter of last
fiscal year which were $92,879. Sales of services, which were predominantly
integration projects, amounted to $653,920 more than doubling the sales of the
previous year's first quarter when sales were $256,068. Sales of hardware made
up 81% of the net sales of the current quarter versus hardware sales of the same
period last year which were 53% of total net sales for the quarter.
Cost of Sales. Cost of sales increased with the increase in net sales.
Total cost of sales for the first quarter of the current fiscal year was
$5,177,119 or 82% of net sales compared to cost of sales for the same period
last year of $572,143 or 77% of net sales. The increase in this rate is directly
due to the change in sales mix, as sales of lower margin third party hardware
and software have increased in relation to sales of services and proprietary
software. The Company's strategy is to increase the sale of integration services
through its subsidiaries and to begin to increase sales of its proprietary
software products by using the distribution channels of its subsidiaries. As
sales of services and software increase in relation to the sale of hardware the
Company expects to see more favorable changes in its gross profit.
Selling and Marketing. Selling and marketing expenses were $474,758, or
7.5% of net sales, for the three month period ended June 30, 1997 compared to
$149,648, or 20.1% of net sales for the same period of the previous fiscal year.
The increase in selling and marketing expenses is, in part, also due to the
inclusion of Basis in the first quarter of the current fiscal year and its
absence for the same quarter of the last fiscal year. The Company expects to
continue to increase sales and marketing expenditures as it implements its
growth strategy and expects the rate of expense to sales dollars to increase
somewhat over the short term.
General and Administrative. General and administrative expenses increased
from $373,505, or 50% of net sales, for the first quarter of the previous fiscal
year to $792,608, or 12.5% of net sales, for the first quarter of the current
fiscal year. The increase was the result of the addition of Basis as well as
increases in corporate staff. During the quarter the Company has pared down its
administrative staff and began to reduce some expenses associated with its
acquisition strategy. The Company expects total general and administrative
expenses to continue to decrease as a percentage of sales as the Company begins
centralizing many administrative functions into the Corporate offices.
Research and Development. Total research and development expense was
$95,434, or 1.5% of sales, in the quarter ended June 30, 1997. This compares to
research and development expenses of $82,411 , or 11% of sales , for the same
period last year. Research and development is primarily concerned with upgrading
current proprietary software modules and developing additional applications for
the existing product line.
Operating Loss. The operating loss for the period was $223,162 compared to
an operating loss of $431,437 for the prior year's first quarter. The operating
loss improvement was the result of the increased sales as well as the decrease
in the rate of operating expenses to sales as reductions in operating expenses
began to have an impact.
Interest and Other Income. Interest expense for the quarter was $82,632
which was paid on the current lines of credit, short term and long term
borrowings. The Company incurred approximately $357,000 in interest expenses
during the first quarter of the previous fiscal year as a result of the interest
and discounts on the bridge financing which was paid off during the first
quarter of that fiscal year.
Income Taxes. The Company had no income tax expense for the first quarter
of fiscal 1998 and 1997. As of March 31, 1997, the Company had Federal net
operating loss carryforwards of approximately $6,400,000. The utilization of net
operating loss carryforwards will be limited as determined pursuant to
applicable provisions of the Internal Revenue Code and Treasury regulations
thereunder.
Net Loss. The net loss for the quarter ended June 30, 1997 was
approximately $302,869 versus a loss for the same period of the prior fiscal
year of approximately $763,581. The improvement in net operating losses was the
result of overall increased sales which occurred as the Company began to
implement its growth plan. The improvement in the net loss was attributable to
the increased sales, the reductions in operating cost as a percentage of sales
and the decreased interest expenses.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources. Cash and cash equivalents total $660,557
at June 30, 1997 compared to $815,120 at March 31, 1997. The decrease in cash
was the result of cash which was required for operations and was primarily used
to finance sales.
The Company has a $1,000,000 line of credit with its bank which is subject
to renewal in August 1997. Management has discussed the renewal with its bank
and believes that the line of credit will be renewed under substantially the
same terms. The interest rate under the line of credit is the bank's prime rate.
The line of credit is secured by the Company's $1,000,000 money market account.
As of June 30, 1997 borrowings under this agreement were $994,562.
The Company also maintains a $2,200,000 facility for the financing of
accounts receivable and inventory with Deutsche Financial Services ("DFS") for
its BASIS subsidiary. This financing facility is subject to a twelve month
renewal in August 1997. Management has discussed the renewal with DFS and
believes that the line of credit will be renewed under substantially the same
terms. The interest rate is at the prime rate plus 1%. The credit facility is
collateralized by a $300,000 irrevocable letter of credit from the Company's
bank. As of June 30, 1997 borrowings under this agreement were $713,632.
During the previous fiscal year, the Company borrowed approximately
$100,000 of current debt due on June 1997 at a rate of 8%. During July 1997 the
note holder agreed to extend the date of the payment to October 1, 1997. In
addition, in the previous fiscal year the Company borrowed $820,000 in a private
offering of 10% Subordinated Convertible Notes. The Notes are due on December
31, 1999. The Notes and all accrued interest payable are convertible at any time
on or after September 30, 1997 into Common Stock of the Company. The Notes are
convertible to common stock at the option of each note holder at a discounted
rate based on the average closing price quoted on the NASDAQ Stock Market for
the ten consecutive days preceding the date of the note holders notice of
conversion.
During the previous fiscal year the Company borrowed $240,000 in short
term notes collateralized by its computer equipment and office furnishings.
These notes are due on July 31, 1997. Interest on these notes is paid monthly at
a rate of 2%. In July 1997 the note holders agreed to extend the payment of the
notes until October 31, 1997. During the quarter an additional $110,000 was
borrowed against this equipment. This note is due on September 31, 1997 and
carries interest at the same rate.
During the quarter, the Company purchased approximately $51,045 in capital
equipment and software.
During the quarter ended June 30, 1997 and continuing on into the second
quarter of the current fiscal year the Company has taken steps to reduce its
corporate overhead and overall operating costs where possible associated with
acquisitions. The Company believes that these reductions will not significantly
impact the overall strategy of the Company and will create efficiencies that
will begin generating positive cash flows from operations during the Company's
second quarter of its current fiscal year.
During July 1997 the Company initiated an offering of $3,000,000 of 8%
Cumulative Convertible Preferred Stock. These shares have rights to convert to
common stock and warrants to purchase additional shares of common stock of the
Company. The offering was made to non-U. S. persons as defined in Regulation S
of the Securities Act of 1933. Shares were offered in minimum quantities of
16,667 shares ($100,000) and a maximum
9
<PAGE> 10
quantity of 500,000 shares ($3,000,000) at a price of $6.00 per share. The
offering period ends at the earlier of the sale of all of the shares offered or
on December 31, 1997. Convertible shares may be converted by the buyer on the
earlier of June 30, 1998 or on the first day that the common stock of the
Company is traded publicly on the Second Market of the Paris Stock Exchange
after a secondary offering on such exchange has been effected. The conversion
rate per share of preferred stock is $6.00 divided by the conversion price. The
conversion price is the average trading price of the Company's common stock
during the month of June 1998 with a minimum price of $2.00 per share. For each
share of common stock received through conversion the holder will receive one
warrant (which will expire three years after the date of the execution of the
holders subscription) to purchase one share of common stock of the Company at an
exercise price equivalent to the effective conversion price. The net proceeds
from this offering will be used for general working capital, possible future
acquisitions and product development. Through the end of July 1997 the Company
had received subscriptions for $100,000 of the Preferred Stock.
Through this quarter the Company has not generated sufficient cash flows
from operations to fund its current operations and, at the same time, the
additional overhead required to continue the Company's growth strategy and has
therefore had to supplement its cash outflow of $154,563 with borrowings from
its lines of credit, and other short term borrowings. The Company has not been
able to implement its plan of integrating the sale of its software into the
newly acquired subsidiaries and has not generated the software sales it had
anticipated and has therefore not generated the higher margin sales that it had
expected. Management believes that it must rely on outside sources of funds and
reductions in operating costs until revenues from both hardware, services and
software generate margins which will offset cash outflows.
In the future, the Company will require additional equity and/or debt
financing to achieve its current as well as future plans for expansion. No
assurance can be given of the Company's ability to obtain such financing on
favorable terms, if at all. If the Company is unable to obtain additional
financing, its ability to meet current and future plans for expansion could be
materially adversely affected. The Company, as part of its expansion strategy,
regularly reviews possible opportunities to acquire systems integration
companies and businesses which would expand the Company's geographic market
presence.
During the quarter the Letters of Intent with Osage Computer Group and
Compagnie des Signaux expired.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This form 10QSB may contain forward-looking statements that involve risks and
uncertainties, including, but not limited to, the impact of competitive products
and pricing, product demand and market acceptance risks, the presence of
competitors with greater financial resources, product development and
commercialization risks, costs associated with the integration and
administration of acquired operations, capacity and supply constraints or
difficulties, the results of financing efforts and other risks detailed from
time to time in the Company's Securities and Exchange Commission filings,
including the Company's 1997 Form 10-KSB.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of this filing, neither the Company nor its subsidiaries
are a party to any legal proceedings, the outcome of which, in management's
opinion, would have a material adverse effect on the Company's operations or
financial position.
On June 11, 1997 the Company was served with a complaint by an alleged
stockholder, Lampedusa LLC, against the Company, alleging damages of $50 million
in connection with the Company's previously announced joint venture with
Compagnie des Signaux (CDS). The Company believes that the claim is without
merit. On July 17, 1997 a United States Magistrate Judge recommended that the
lawsuit be dismissed without prejudice against the Company. The parties had ten
days to object to the recommendation. No objections were raised by either party
during the period and the Company believes the lawsuit will be dismissed.
ITEM 2. CHANGES IN SECURITIES
None.
10
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE BY SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 10QSB
A. Exhibits:
Exhibit Number Document Page
-------------- -------- ----
11 Schedule of Computation of Net Loss Per Share 13
27 Financial Data Schedule
B. Reports:
No reports on Form 8-K were filed during the quarter ended June 30, 1997.
11
<PAGE> 12
In Accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PROLOGIC MANAGEMENT SYSTEMS, INC.
DATED: August 14, 1997 By: /s/ James M. Heim
----------------------------------------
James M. Heim
President and Chief Executive Officer
By: /s/ William E. Wallin
----------------------------------------
William E. Wallin,
Vice President, Chief Financial Officer,
Secretary and Treasurer (Principal
Financial and Accounting Officer)
12
<PAGE> 1
EXHIBIT 11.1
SCHEDULE OF COMPUTATION OF NET LOSS PER SHARE
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Net Loss applicable to Common Stock (302,870) (763,581)
Weighted average number of common shares equivalent:
Common shares outstanding 3,676,054 3,328,070
Staff Accounting Bulletin No. 83 issuances and grants -- --
Shares used in per share computations 3,676,054 3,328,070
Net loss per common share (0.08) (0.23)
</TABLE>
Primary and fully diluted calculations are identical.
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 660,557
<SECURITIES> 0
<RECEIVABLES> 4,480,487
<ALLOWANCES> 228,594
<INVENTORY> 229,832
<CURRENT-ASSETS> 6,498,537
<PP&E> 1,266,163
<DEPRECIATION> 725,210
<TOTAL-ASSETS> 8,609,973
<CURRENT-LIABILITIES> 6,517,219
<BONDS> 0
0
0
<COMMON> 8,038,955
<OTHER-SE> (6,920,732)
<TOTAL-LIABILITY-AND-EQUITY> 8,609,973
<SALES> 5,114,844
<TOTAL-REVENUES> 6,316,756
<CGS> 4,434,530
<TOTAL-COSTS> 5,177,119
<OTHER-EXPENSES> 1,362,799
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 82,632
<INCOME-PRETAX> (302,869)
<INCOME-TAX> 0
<INCOME-CONTINUING> (302,869)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (302,869)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
