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 September 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 15(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 September 30, 1996: Common stock, no par value, 8,762,843 - - --------- Exhibit 27. Financial Data Schedule included. 2 INDEX Part I Financial Information Page Item 1 Financial Statements Balance Sheets as of September 30, 1996 and December 31, 1995 F-3 Statements of Operations for the Three Months and Nine months ended September 30, 1996, and September 30, 1995 F-4 Statements of Cash Flows for the Nine Months Ended September 30, 1996, and September 30, 1995 F-5 Condensed Notes to Financial Statements F-6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Signatures 2 3 DMI,INC. BALANCE SHEETS ASSETS September Dec. 31, 30,1996 1995 Unaudited CURRENT ASSETS Cash and Cash $48,501 $164,338 Equivalents Accounts Receivable, Net 0 2,000 Inventory 25,078 45,178 Other Assets 6,000 -- ------- -------- Total Current Assets 79,579 211,516 Property and Equipment -- 11,134 Net of accumulated depreciation of $91,932 at September 30, 1996, and $80,798 at December 31, 1995 ------- -------- TOTAL ASSETS $79,579 $222,650 ======= ======== LIABILITIES AND STOCKHOLDER'S DEFICIT September 30, December 31, 1996 1995 Unaudited CURRENT LIABILITIES Accounts Payable $ 10,000 $ 12,081 Accrued Expenses 91,220 214,428 Loan from stockholder 16,000 ----------- ----------- Total Current Liabilities 117,220 226,509 Deferred Revenue 51,134 51,134 STOCKHOLDER'S DEFICIT Common stock, no par value Authorized 10,000,000 shares Issued and outstanding 8,728,343 and 8,503,736 shares at June 30, 1996 and December 31, 1995 4,117,083 4,053,887 Committed and not issued shares -- 16,000 Paid in Capital 350,000 350,000 Accumulated Deficit (4,555,858) (4,474,880) ----------- ----------- (88,775) (54,993) ----------- ----------- TOTAL LIABILITIES AND DEFICIT $ 79,579 $ 222,650 =========== =========== See Accompanying Notes F-3 4 DMI, INC. STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995 ( Unaudited) Three Months Ended September 30, Nine months Ended September 30, 1996 1995 1996 1995 REVENUES $ 3,851 $ 58,158 $ 40,073 $ 205,803 COSTS AND EXPENSES Cost of sales -- 44,683 12,000 175,717 Selling, General and administrative expense 25,900 246,064 109,283 608,772 ----------- ----------- ----------- ----------- OTHER INCOME Interest (income)/expense,net -- (3,842) (232) (6,796) LOSS BEFORE PROVISION FOR INCOME TAXES (22,049) (228,747) (80,978) (571,890) NET LOSS ($ 22,049) ($ 228,747) ($ 80,978) ($ 571,890) =========== =========== =========== =========== LOSS PER COMMON SHARE WEIGHTED AVERAGE ($.003) ($0.03) ($.009) ($0.07) =========== =========== =========== =========== COMMON SHARES OUTSTANDING 8,721,639 8,483,736 8,719,958 8,483,736 =========== =========== =========== =========== See accompanying notes F-4 5 DMI, INC. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,1996 AND SEPTEMBER 30,1995 (Unaudited) 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss ($ 80,978) ($ 571,890) Depreciation and amortization 11,134 76,504 Stock issued for services rendered 63,196 0 Issuance of common stock previously committed (16,000) Changes in assets and liabilities increase(decrease) in accounts receivable 2,000 (32,784) increase(decrease) in inventories 20,100 16,747 increase(decrease) in prepaid expenses -- (12,530) increase(decrease) in other assets (6,000) 0 increase(decrease) in accounts payable (2,081) (54,113) increase(decrease) in accrued expenses (123,208) 124,833 increase(decrease) in other liabilities -- (3,280) --------- ----------- Net cash used in operating activities (131,837) (390,995) CASH FLOWS FROM INVESTING ACTIVITIES (Increase)/Decrease in capitalized software 0 (66,207) --------- ----------- Net cash used in investing activities 0 (66,207) CASH FLOWS FROM FINANCING ACTIVITIES Increase/(decrease) in stockholder loans 16,000 0 --------- ----------- Net cash provided by financing activities 16,000 0 INCREASE(DECREASE) IN CASH (115,837) (457,202) AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, 164,338 1,504,243 BEGINNING OF PERIOD --------- ----------- CASH AND CASH EQUIVALENTS, $ 48,501 $ 1,047,041 ========= =========== END OF PERIOD SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES Interest Paid $ 0 $ 32,151 See accompanying notes F-5 6 DMI,INC. CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30,1996 AND 1995 (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 September 30 1996 and 1995. The results of operations for the three months ended September 30, 1996 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 its' 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 and nine months ended September 30, 1996 and September 30,1995 Revenues Revenues for the three months ended September 30, 1996 represent recognition of service income from a prepaid service contract, the sale of inventory items, and payment for the preparation of a demonstration ARS system for a potential licensee. The Company is continuing to develop its relationship with Unicomp, Inc. as reported in the Form 10-KSB report for December, 1995. During the nine months ended September 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 nine month period ended September 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 a Form 8K filing. Cost of Sales Cost of sales for the period represents the cost of printers sold from inventory. Operating Expenses Operating expenses were $25,900 and $109,283 for the three and nine months respectively, ended September 30, 1996, compared to $246,064 and $608,772, respectively, for the comparable periods in 1995. These decreases reflect 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 $48,501 at September 30, 1996, from $164,338 at December 31, 1995. The Company is continuing to pursue sources of capital to finance its expansion in all product areas. 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) 11/12/96 Duncan MacDonald - - -------------------------------- -------------------------------- Date By Duncan MacDonald Secretary 8