1 SECURITIES AND EXCHANGE COMMISSION ---------------------------------- Washington, D.C. 20549 Form 10-QSB Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended June 30, 1996 Commission File Number 0-19875 DMI, INC. --------- Exact name of registrant as specified in its charter Colorado 93-3500183 -------- ---------- State or other jurisdiction (IRS employer identification number) 2501 West Fifth Street Santa Ana, Ca. 92703 - ------------------------------------- ----- Address of principal executive offices Zip Code Registrant's telephone number, including area code 714-571-1900 ------------ Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 1(d) of the Securities Exchange Act of 1934 during the preceeding 12 months (or 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 outstanding as of June 30, 1996: Common stock, no par value, 8,728,343 - --------- Exhibit 27. Financial Data Schedule included. 2 INDEX Part I Financial Information Page Item 1 Financial Statements Balance Sheets as of June 30, 1996 and December 31, 1995 F-3 Statements of Operations for the Three Months and six months ended June 30, 1996, and June 30, 1995 F-4 Statements of Cash Flows for the Six Months Ended June 30, 1996, and June 30, 1995 F-5 Condensed Notes to Financial Statements F-6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation 7 Signatures 2 3 DMI,INC. BALANCE SHEETS ASSETS LIABILITIES AND STOCKHOLDER'S DEFICIT June 30, Dec. 31, June 30, Dec. 31, 1996 1995 1996 1995 Unaudited Unaudited CURRENT ASSETS CURRENT LIABILITIES Cash and Cash $ 86,785 $164,338 Accounts Payable $ 10,000 $ 12,081 Equivalents Accrued Expenses 133,589 214,428 Accounts Receivable, Net 2,000 2,000 Loan from stockholder 6,000 Inventory 31,178 45,178 ---------- ---------- Other Assets 6,000 -- Total Current Liabilities 149,589 226,509 -------- -------- Deferred Revenue 51,134 51,134 Total Current Assets 125,963 211,516 Property and Equipment 1,134 11,134 STOCKHOLDER'S DEFICIT 4,110,183 4,053,887 Net of accumulated Common stock, no par value depreciation of $90,798 Authorized 10,000,000 shares at June 30, 1996, and Issued and outstanding $80,798 at December 31, 8,728,343 and 8,503,736 shares 1995 at June 30, 1996 and December 31, 1995 16,000 Committed and not issued shares 350,000 350,000 Paid in Capital (4,533,809) (4,474,880) ---------- ---------- Accumulated Deficit (73,626) (54,993) -------- -------- TOTAL ASSETS $127,097 $222,650 TOTAL LIABILITIES AND DEFICIT $ 127,097 $ 222,650 ======== ======== ========== ========== See Accompanying Notes F-3 4 DMI, INC. STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995 ( Unaudited) Three Months Ended June 30, Six months Ended June 30, 1996 1995 1996 1995 REVENUES $ 26,851 $ 132,345 $ 36,222 $ 147,645 COSTS AND EXPENSES Cost of sales 6,000 113,342 12,000 131,034 Selling, General and administrative expense 46,919 188,376 83,383 362,708 ---------- ---------- ---------- ---------- OTHER INCOME Interest (income)/expense,net (232) (6,036) (232) (2,954) LOSS BEFORE PROVISION FOR INCOME TAXES (25,836) (163,337) (58,929) (343,143) NET LOSS ($ 25,836) ($ 163,337) ($ 58,929) ($ 343,143) ========== ========== ========== ========== LOSS PER COMMON ($ .003) ($ 0.02) ($ .007) ($ 0.04) ========== ========== ========= ========== SHARE WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 8,728,343 8,483,736 8,705,269 8,483,736 ========== ========== ========== ========== See accompanying notes F-4 5 DMI, INC. STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30,1996 AND JUNE 30,1995 (Unaudited) 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss ($ 58,929) ($343,143) Depreciation and amortization 10,000 48,016 Stock issued for services rendered 56,296 0 Issuance of common stock previously (16,000) 0 committed Changes in assets and liabilities increase(decrease) in accounts receivable 0 (10,922) increase(decrease) in inventories 14,000 26,670 increase(decrease) in prepaid expenses 0 (22,584) increase(decrease) in other assets (6,000) 0 increase(decrease) in accounts payable (2,081) 18,370 increase(decrease) in accrued expenses (80,839) 183,786 increase(decrease) in other liabilities 0 (1,280) --------- --------- Net cash used in operating activities (83,553) (101,087) CASH FLOWS FROM INVESTING ACTIVITIES (Increase)/Decrease in capitalized software 0 (41,207) -------- --------- Net cash used in investing activities 0 (41,207) CASH FLOWS FROM FINANCING ACTIVITIES Increase/(decrease) in stockholder loans 6,000 0 -------- --------- Net cash provided by financing activities 6,000 0 INCREASE(DECREASE) IN CASH (77,553) (142,294) AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, 164,338 804,243 BEGINNING OF PERIOD -------- --------- CASH AND CASH EQUIVALENTS, $ 86,785 $ 661,949 END OF PERIOD ======== ========= SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES Interest Paid $ 0 $ 24,268 See accompanying notes F-5 6 DMI, INC. CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 1996, AND MARCH 31, 1996 (UNAUDITED) 1. Unaudited Interim Financial Information The interim financial statements are unaudited, but in the opinion of management of DMI, INC. ("the Company"), contain all adjustments consisting of normal recurring accruals, necessary to present fairly the financial position of the Company as of March 31, 1996 and 1995. The results of operations for the three months ended June 30, 1996 and are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 1996. Reference is made to the Company's Form 10-KSB for the year ended December 31, 1995, as filed with the Securities and Exchange Commission. 2. Accounting Policies The Company's accounting policies are as stated in its annual report on Form 10-KSB, for the year ended December 31, 1995 3. Contingencies The Company does not have product liability insurance. Thus, the Company can be held liable for all damages or other losses resulting from the use of it's products. Presently, management is unaware of any potential liabilities or contingencies resulting from product liability. F-6 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three months ended June 30, 1996 and June 30,1995 Revenues Revenues for the three months ended June 30, 1996 repreent the sale of inventory items and payment for the preparation of a demonstration ARS system for a potential licensee. The Company is actively pursuing additional licensing agreements to bring the ARS technology successfully to market. The Company is continuing to develop its relationship with Unicomp, Inc. as reported in the Form 10-KSB report for December, 1995. During the three months ended June 30, 1996, a joint venture agreement was completed with Unicomp, Inc. to export Toshiba telecommunications systems, and reported with an Form 8K filing. Active development of this program is proceeding, but revenues have not yet been received. During the three month period ended June 30, 1996, a letter of intent was signed with Autologue Computer Systems, Inc. to form a business combination for the marketing of business automation systems to the automotive market, including Autologue's proprietary auto parts software and systems, and DMI's ARS system. This agreement has also been reported with an 8K filing. Cost of Sales Cost of sales for the period represents the cost of printers sold from inventory. Operating Expenses Operating expenses were $46,919 for the three months ended June 30, 1996, compared to $88,376 for the comparable period in 1995. This decrease reflects the layoff of all employees except for two officers, relocation of the Company's offices to less expensive facilities and general cost containment activities. Net Earnings Net losses have been limited by reducing operating expenses, but are expected to continue until revenues are received from the programs described. Liquidity and Capital Cash declined to $86,785 at the three months ended June 30, 1996, from $126,736 at the period ended March 31, 1996. The Company is continuing to pursue sources of capital to finance its expansion in all product areas. During the period, A.M. Razo & Company was engaged to seek additional financing, primarily for use with the Autologue program. 7 8 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. DMI, Inc. - ----------- (Registrant) 8/12/96 /s/ Duncan Mac Donald - -------------------------------- -------------------------------- Date By Duncan Mac Donald Secretary