SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 1995
Commission File Number 0-15353
SAZTEC INTERNATIONAL, INC.
CALIFORNIA 33-0178457
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
43 MANNING ROAD, BILLERICA, MA 01821
(Address of Principal Executive Offices and Zip Code)
(508) 262-9600
(Registrant's Telephone Number)
---------------
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
--- ---
The number of shares outstanding of registrant's Common Stock at May 5, 1995 was
12,543,851 shares.
SAZTEC INTERNATIONAL, INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 1995
CONTENTS
DESCRIPTION PAGE
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets 3 - 4
Consolidated Statements of Operations and Accumulated
Deficit 5 - 6
Consolidated Statements of Cash Flow 7 - 9
Notes to Consolidated Financial Statements 10-11
Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-13
PART II - OTHER INFORMATION
Legal Proceedings 14
Changes in Securities Not Applicable
Defaults Upon Senior Securities Not Applicable
Submission of Matters to a Vote of Security Holders 14
Other Information 14
Exhibits and Reports on Form 8-K 14
Signatures 15
2
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND JUNE 30, 1994
MAR 31, JUNE 30,
1995 1994
---- ----
(Unaudited)
CURRENT ASSETS
Cash and short term investments $ 1,062,478 $ 386,263
Restricted cash 67,567 136,453
Accounts receivable, less allowance
for doubtful accounts 2,327,238 3,428,679
Work in process 463,780 572,944
Prepaid expenses and other current assets 350,650 364,196
------------ ------------
Total current assets 4,271,713 4,888,535
PROPERTY AND EQUIPMENT, NET 1,436,142 2,007,078
OTHER ASSETS
Deposits and other assets 164,451 108,707
Goodwill and other intangible assets,
less accumulated amortization 225,635 507,546
------------ ------------
TOTAL ASSETS $ 6,097,941 $ 7,511,866
------------ ------------
------------ ------------
See accompanying notes.
3
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND JUNE 30, 1994
LIABILITIES AND STOCKHOLDERS' EQUITY
MAR 31, JUNE 30,
1995 1994
---- ----
(Unaudited)
CURRENT LIABILITIES
Notes payable $ 745,153 $ 1,090,664
Common stock subject to repurchase 80,000 80,000
Accounts payable 947,253 1,293,779
Accrued liabilities 1,124,824 984,606
Customer deposits 1,027,974 501,426
Income taxes payable 47,702 45,377
Current portion of long term debt and
capital lease obligations 262,322 274,824
------------ ------------
Total current liabilities 4,235,228 4,270,676
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 342,568 296,497
COMMON STOCK SUBJECT TO REPURCHASE 20,000 80,000
COMMITMENTS AND CONTINGENT LIABILITIES --- ---
STOCKHOLDERS' EQUITY
Preferred stock-no par value; 1,000,000 shares
authorized and no shares issued at March 31, 1995
and June 30, 1994 --- ---
Common stock-no par value; 20,000,000 shares
authorized; 12,253,851 shares issued at
March 31, 1995 and 10,687,799 shares issued at
June 30, 1994, respectively 10,947,311 10,163,998
Contributed capital 14,498 14,498
Accumulated deficit (9,316,612) (7,112,053)
Cumulative translation adjustment (145,052) (201,750)
------------ ------------
Total stockholders' equity 1,500,145 2,864,693
------------ ------------
Total liabilities and stockholders' equity
$ 6,097,941 $ 7,511,866
------------ ------------
------------ ------------
See accompanying notes.
4
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
Revenues $ 3,501,719 $ 4,277,463
Direct costs of revenue 2,772,882 3,335,766
-------------- --------------
Gross profit 728,837 941,697
Selling, general & administrative expenses 1,589,257 1,105,380
-------------- --------------
Operating income (loss) (860,420) (163,683)
Other income (expense):
Loss on disposal of division (Note 3) (401,763) ---
Interest expense (64,296) (29,077)
-------------- --------------
Loss from operations before provision (benefit) for income
taxes and extraordinary item (1,326,479) (192,760)
Provision (benefit) for income taxes (21,616) 57,097
-------------- --------------
Loss before extraordinary item (1,304,863) (249,857)
Extraordinary item: Gain on extinguishment of debt ---- 71,119
-------------- --------------
Net loss (1,304,863) (178,738)
Provision for dividends on preferred stock --- ---
-------------- --------------
Net loss applicable to common shareholders (1,304,863) (178,738)
Accumulated deficit at beginning of period (8,011,749) (6,413,775)
-------------- --------------
Accumulated deficit at end of period $ (9,316,612) $ (6,592,513)
-------------- --------------
-------------- --------------
Primary loss per share of common stock:
Loss from operations $ (.11) $ (.03)
-------------- --------------
-------------- --------------
Extraordinary item $ --- $ .01
-------------- --------------
-------------- --------------
Net loss applicable to common shareholders $ (.11) $ (.02)
-------------- --------------
-------------- --------------
Weighted average number of shares 12,075,184 9,883,191
------------- --------------
------------- --------------
See accompanying notes.
5
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
Revenues $ 10,669,163 $ 13,853,299
Direct costs of revenue 8,671,924 10,564,356
------------- -------------
Gross profit 1,997,239 3,288,943
Selling, general & administrative expenses 3,671,182 3,265,699
------------- -------------
Operating income (loss) (1,673,943) 23,244
Other income (expense):
Loss on disposal of division (Note 3) (401,763) ---
Interest expense (128,853) (180,558)
------------- -------------
Loss from continuing operations before benefit for income (2,204,559) (157,314)
taxes and extraordinary item
Provision (benefit) for income taxes --- 166,256
------------- -------------
Loss before extraordinary item (2,204,559) (323,570)
Extraordinary item: Gain on extinguishment of debt --- 71,119
------------- -------------
Net loss (2,204,559) (252,451)
Provision for dividends on preferred stock --- (85,000)
------------- -------------
Net loss applicable to common shareholders (2,204,559) (337,451)
Accumulated deficit at beginning of period (7,112,053) (6,255,062)
------------- -------------
Accumulated deficit at end of period $ (9,316,612) $ (6,592,513)
------------- -------------
------------- -------------
Primary loss per share of common stock:
Loss from continuing operations $ (.19) $ (.05)
------------- -------------
------------- -------------
Extraordinary item $ --- $ .01
------------- -------------
------------- -------------
Net loss applicable to common shareholders $ (.19) $ (.05)
------------- -------------
------------- -------------
Weighted average number of shares 11,361,643 6,492,015
------------- -------------
------------- -------------
See accompanying notes.
6
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,204,559) $ (252,451)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,053,884 795,009
Loss on sale of equipment 345,457 5,583
Interest forgiven --- (39,286)
Gain on extinguishment of debt --- (71,119)
Other 16,286 (20,658)
Provision for bad debts 14,198 30,569
Change in assets and liabilities net of the effects
of acquisitions:
Accounts receivable 1,154,890 19,144
Work in process 123,798 155,704
Prepaid expenses and other assets (121,349) 28,642
Deposits and other assets 1,290 24,924
Accounts payable (340,786) (268,869)
Accrued liabilities 97,990 (122,629)
Customer deposits 499,561 (80,043)
Bank overdraft --- (146,850)
Income taxes payable --- 166,255
--------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 640,660 223,925
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (252,618) (163,435)
Proceeds from sales of equipment 30,644 156,267
--------------- ---------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (221,974) (7,168)
--------------- ---------------
See accompanying notes.
7
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
(CONTINUED)
1995 1994
---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in restricted cash $ 71,021 $ 209,097
Payments received on notes receivable 93,413 77,797
Payments on stockholder's note --- (40,000)
Principal payments on long-term debt and capital lease
obligations (412,227) (889,991)
Borrowings on notes payable 3,951,143 6,152,450
Payments on notes payable (4,124,588) (6,728,862)
Net proceeds from issuance of common stock 729,688 1,172,967
Payments on common stock repurchase obligation (60,000) (60,000)
-------------- --------------
Net cash provided by (used in) financing activities 248,450 (106,542)
-------------- --------------
Effect on exchange rate changes in cash 9,079 12,088
-------------- --------------
Net increase in cash 676,215 122,303
Cash and short-term investments at
beginning of period 386,263 673,625
-------------- --------------
Cash and short-term investments at end of period $ 1,062,478 $ 795,928
-------------- --------------
-------------- --------------
Supplemental disclosures of cash flow information:
Purchase of property and equipment through capital
lease obligations $ 205,061 $ 295,092
-------------- --------------
-------------- --------------
Cash paid during the period for:
Interest $ 124,420 $ 290,413
-------------- --------------
-------------- --------------
Income taxes $ --- $ ---
-------------- --------------
-------------- --------------
Purchase of outstanding minority interest of Saztec Europe,
Ltd. through issuance of common stock:
Increase in goodwill $ 53,625 $ ---
-------------- --------------
-------------- --------------
See accompanying notes.
8
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
(CONTINUED)
1995 1994
Conversion of preferred stock into common stock $ --- $ 1,822,188
Payment of accrued dividends through the issuance of
common stock --- 85,000
Write-off of unamortized debt issue costs --- (21,093)
-------------- --------------
Increase in common stock $ --- $ 1,886,095
-------------- --------------
-------------- --------------
Conversion of convertible debt into common stock $ --- $ 1,750,000
Payment of accrued interest through the issuance of common
stock $ --- $ 18,812
-------------- --------------
Increase in common stock $ --- $ 1,768,812
-------------- --------------
-------------- --------------
Conversion of account payable into long-term debt $ --- $ 318,104
-------------- --------------
-------------- --------------
Reduction of account payable in exchange for investment in
SAZTEC Philippines, Inc. $ --- $ 68,525
-------------- --------------
-------------- --------------
9
SAZTEC INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(UNAUDITED)
NOTE 1. ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements include all
adjustments (consisting only of normal recurring accruals) which, in the
opinion of management, are necessary for a fair presentation of financial
position, results of operations and changes in cash flows. Results of
operations for interim periods are not necessarily indicative of results to be
expected for a full year.
Certain reclassifications have been made in the fiscal 1994 financial statements
to conform with the current year's presentation.
NOTE 2. COMMON STOCK
On October 5, 1994, the Company sold 1,226,052 shares of unregistered Common
Stock of the Company for $750,000, to Tallard B.V. ("Tallard") pursuant to a
Stock Purchase Agreement (the "Agreement"). The proceeds from the sale were
received in installments through December 31, 1994. The proceeds were used to
fund capital equipment acquisitions and working capital requirements of the
Company. With this purchase, Tallard and its affiliates owned 4,129,364 shares
of Common Stock of the Company on March 31, 1995.
ISSUANCE OF COMMON STOCK
During the quarter ended March 31, 1994, the Company completed three separate
private placements generating $1,051,729, net of issuance costs, in exchange for
1,100,000 unregistered shares of the Company's Common Stock and warrants to
issue an additional 1,287,500 shares at $1.375 per share. One of the private
placements of 750,000 shares was with a group of individuals unrelated to the
Company ("the Meyerson Group"). One of the transactions representing 250,000
shares was with Tallard, B.V., a greater than 5% stockholder of the Company.
The remaining transaction for 100,000 shares was with a member of the Company's
Board of Directors.
Subsequent to the completion of these transactions, certain members of the
Meyerson Group alleged certain disclosure violations by the Company in the
offering documents relating to the Meyerson Group offering. The Company denied
the allegations and believes they were without merit. However, in order to
avoid the potential cost of litigation, the Company agreed to issue additional
unregistered Common Stock of 250,000 shares to the Meyerson Group, 83,333 shares
to Tallard, and 33,333 shares to the member of the Board. The Company has also
agreed to decrease the warrant price to $1.125 per share for all of the
underlying warrants. In exchange for these modifications to the original
private placements, the purchasers have agreed to release the Company from all
claims arising out of the three private placements.
Additionally, the Company granted certain demand registration rights to the
Meyerson Group on the 1,000,000 shares they now own. On February 1, 1995, the
Company received notification from the Meyerson Group of the exercise of this
registration right.
10
NOTE 3. LOSS ON DISCONTINUED DIVISION
In February, 1995, management decided to discontinue the Financial Transaction
Processing Division ("FTP"). Management is currently in negotiations to sell
the division. The disposal is expected to be completed by June, 1995. During
the quarter ended March 31, 1995, the Company recorded an expected loss on the
disposal of $401,763. The expected loss on disposal included an estimated loss
of $63,108 from operations for March 31, 1995 until the final disposal date. At
March 31, 1995, current assets and total assets of the FTP division were
$226,099 and $302,999, respectively. At June 30, 1994, current assets and total
assets were $287,593 and $704,520, respectively. The operating results for FTP
for the three and nine month periods ended March 31, 1995 and 1994 are as
follows:
FOR THE THREE MONTHS ENDED MARCH 31,
1995 1994
---- ----
Revenue $ 247,298 $ 421,486
Gross Profit (Loss) (32,238) 42,433
Operating Income (Loss) $ (78,056) $ 41,522
FOR THE NINE MONTHS ENDED MARCH 31,
1995 1994
---- ----
Revenue $ 1,029,488 $ 1,091,456
Gross Profit (Loss) (31,889) 10,826
Operating Income (Loss) $ (126,455) $ (275)
11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenue for the nine months ended March 31, 1995, decreased to $10,669,163 from
$13,853,299. Revenue for the quarter ended March 31, 1995 decreased to
$3,501,719 from $4,277,463 for the same period in the prior year. These
decreases are primarily due to the decreases in revenue from the electronic
publishing industry. The electronic publishing industry generated revenue of
$4,784,248 and $1,573,279 for the nine month and third quarter periods of fiscal
1995 compared to $6,885,933 and $2,009,053 for the same periods in the prior
year. For the nine months ended March 31, revenue from the electronic
publishing industry included $257,776 in 1995, and $1,163,138 in 1994, from
separate projects for one domestic client. These projects are essentially
completed, but are expected to provide an additional $50,000 of revenue during
the remaining months of fiscal 1995.
The decline in electronic publishing revenue is due primarily to the completion
of major projects which have not yet been replaced. Included in the electronic
publishing industry, the Company has anticipated an increase in the compound
document conversion marketplace. However, this emerging market is subject to
ongoing evaluations by end users and, consequently, the demand for the Company's
services has not met expectations. Management currently anticipates the
domestic revenue from the electronic publishing industry will be approximately
$250,000 for the fourth quarter of fiscal 1995. For the nine months ended March
31, 1995, the revenue generated by the domestic electronic publishing industry
was $745,443. For the year ended June 30, 1994, the revenue generated by the
domestic electronic publishing industry was $2,387,000.
Revenue from other industries for the nine and three month periods ended March
31, 1995 was $3,099,348 and $1,235,584, respectively. The revenue generated
during the same periods in the prior year was $3,698,295 and $1,064,247,
respectively. Part of the nine month decrease was due to the Company's sale of
the Kansas City Data Entry and the Scanning America divisions in October, 1993.
For the nine months ended March 31, 1994, these divisions generated revenue of
$292,011. Another reason for the decline was a drop in services performed for
medical claims processing clients. For the nine months ended March 31, 1994,
medical claims processing services generated aggregate revenue of $262,312 for
three insurance companies. Due to technological advancements by the insurance
companies that replaced the need for the Company's services, these clients did
not generate revenue during the nine months ended March 31, 1995. The remainder
of the decline in revenue was not due to any specific occurrence. Management
currently expects revenue from other industries to return to near its historic
levels as reflected in the three month results.
Revenue from other services for the nine and three month periods ended March 31,
1995 was $2,785,517 and $692,857, respectively. The revenue generated for the
same periods in 1994 was $3,269,071 and $1,064,247, respectively. Included in
revenue from other services is the revenue generated by the Company's Financial
Transaction Processing (FTP) division. During the first quarter of fiscal 1995,
the Company was notified by two clients that they were not renewing the
contracts scheduled to expire in January 1995. In February, 1995, the Company
decided to discontinue the FTP division. The disposal is expected to be
completed by June 30, 1995. During the quarter ended March 31, 1995, the
Company recognized an estimated loss on the disposal of $401,763 including an
estimate of the operating loss of $63,108 for the quarter ending June 30, 1995.
The revenue and operating losses generated by the FTP division for the nine and
three month periods ended March 31, 1995 were $1,029,488 and $(126,455), and
$247,298 and $(78,056), respectively. The revenue and operating income or
(loss) for the nine and three month periods ended March 31, 1994 were $1,091,456
and $(275), and $421,486 and $41,522, respectively.
12
During the past three years, the Company has closed or sold non-profitable
operations. This is a continuing effort by the Company to evaluate the
profitability prospects of each of its services and divisions and to eliminate
those that are not likely to attain profitability in the foreseeable future.
During the five year period ending June 30, 1994, the revenue generated from
foreign sources has ranged from 14% to 51%. Management currently expects SAZTEC
Europe, Ltd. and its subsidiaries to generate approximately 55% of the expected
fiscal 1995 revenue. For the nine months ended March 31, 1995, revenue from
foreign sources was 53% of the Company's total revenue compared to 50% for the
same period in the prior year.
For the nine months ended March 31, 1995, the gross profit percentage was 19% as
compared to 24% for the same period in the prior year. During the quarter ended
September 30, 1994, management decided to close the Dayton office and
consolidate the compound document imaging services into Advanced Automation
Associates, a wholly owned subsidiary located in the New England area. As a
result, $116,800 was charged to cost of revenues for the lease abandonment and
severance costs. The gross profit percentage was also adversely affected by the
decline in revenue and the fixed nature of certain of the costs of revenue.
As a percentage of revenue, selling, general and administrative (SG&A) expenses
increased to 34% of revenues in the nine months of fiscal 1995 from 24% in 1994.
As a dollar amount, SG&A expense increased to $3,671,182 compared to $3,265,699
for the same period in the prior year. However, included in the quarter ended
March 31, 1995 was $411,134, in aggregate, from one time charges. These charges
are primarily attributable to the accelerated amortization of the intangible
assets that were recorded pursuant to the acquisition of Castle Microfilm, Ltd.,
a wholly owned subsidiary of Saztec Europe, Ltd., in November, 1991, lease
abandonment charges from the consolidation of facilities for Castle Microfilm,
and employee termination costs.
CAPITAL RESOURCES AND LIQUIDITY
On October 5, 1994, the Company entered into a private placement agreement with
Tallard B.V., a Netherlands Corporation, ("Tallard") whereby the Company issued
an aggregate of 1,226,052 shares of unregistered Common Stock in exchange for
$750,000. The proceeds were received in installments with the final installment
received on December 31, 1994. The proceeds from the private placement were
used to reduce debt, fund fixed asset acquisitions and working capital
requirements.
The Company's primary credit facility provides for borrowings of up to $750,000
based on a percentage of outstanding domestic trade receivables. On May 8,
1995, the Company had borrowed $747,356 under its revolving credit agreement and
had qualified for additional borrowings of $2,644. The revolving credit
agreement is secured by substantially all domestic assets of the Company,
including the stock of subsidiaries, and is scheduled to expire on May 22, 1995.
The lender has indicated it does not presently intend to renew the credit
agreement under the existing terms due to the Company's planned relocation of
its headquarters to the New England area. Management is having ongoing
discussions with the lender in order to negotiate an extension of the revolving
credit agreement with acceptable terms. Management has also initiated
discussions with other lenders in the New England area.
As shown in the Consolidated Statements of Cash Flows, the Company incurred a
positive cash flow from operations of $640,660 in fiscal 1995 compared with
$223,925 for the prior year. The increase in cash flow is due to collections of
accounts receivable and customer deposits partially offsest by payments of
accounts payable.
The liquidity of the Company could be adversely affected in the fourth quarter
of fiscal 1995 by (i) the scheduled maturity of the revolving credit facility on
May 22, 1995, and (ii) additional working capital requirements to support
projected revenue increases during the remainder of fiscal 1995 and beyond. The
Company is exploring and will continue to explore opportunities to alleviate the
liquidity pressures, including replacement of the revolving credit facility and
additional private placements. There can be no assurances that the Company will
be successful in these or any other efforts. The failure of the Company to
solve its short-term liquidity pressures could directly affect the ability of
the Company to operate as a going concern.
13
SAZTEC INTERNATIONAL, INC.
MARCH 31, 1995 FORM 10-QSB
PART II - OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS
During May 1992, an action was brought against the Company in Federal Court by a
former employee of a subsidiary of the Company alleging breach of contract by
the Company in connection with the employment and termination of the employee.
In October, 1993, the action was dismissed by the Court. In December, 1993, the
former employee refiled the action in State Court. The Company is vigorously
defending itself in this matter and a trial date has been scheduled for June,
1995. At present, management and counsel believes that if the Company were to
lose, the outcome of this action, if any, will not exceed $100,000 in damages
plus the former employee's legal fees. However, management and counsel believe
the Company will prevail.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
The Annual Meeting of Shareholders was held on February 15, 1995. All Directors
were re-elected to serve for another year. There was no solicitation in
opposition to management nominees. The results of the other actions at the
meeting are as follows:
1. Proposal to amend the Bylaws:
For: 9,986,079 Against: 71,900 Abstain: 19,750
2. Proposal to approve the Saztec International, Inc. 1995 Stock Option
Plan:
For: 6,887,813 Against: 138,893 Abstain: 26,000
3. Proposal to approve the Saztec International, Inc. 1995 Non-Employee
Directors Stock Option Plan:
For: 6,909,085 Against: 121,325 Abstain: 25,220
ITEM 5. OTHER INFORMATION
CHIEF FINANCIAL OFFICER
On April 25, 1995, Mr. Donald Campbell was appointed Chief Financial Officer
and Treasurer. The prior Treasurer, David Roberts will be leaving the Company
at the end of June in connection with the Company's relocation of its corporate
headquarters to the New England area.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
ITEM NUMBER UNDER
REGULATIONS S-K ITEM 601 DESCRIPTION OF EXHIBIT PAGE
(11) Statement Re: Computation 16
Per Share Earnings
(b) REPORTS ON FORM 8-K
None
14
SIGNATURES
Pursuant to 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.
SAZTEC INTERNATIONAL, INC.
(REGISTRANT)
DATE: MAY 11, 1995 BY: /S/ DONALD CAMPBELL
-------------------------------------
DONALD CAMPBELL
CHIEF FINANCIAL OFFICER, TREASURER
BY: /S/ DAVID W. ROBERTS
------------------------------------
DAVID W. ROBERTS
SENIOR VICE PRESIDENT
15
SAZTEC INTERNATIONAL, INC.
MARCH 31, 1995 FORM 10-QSB
COMPUTATION OF SHARES USED FOR EARNINGS PER SHARE CALCULATION
OF COMMON STOCK OUTSTANDING
Common Days Weighted
For the Nine Months Ended March 31, Stock Outstanding Average
----- ----------- -------
1995
- ----
July 1 - March 31 10,687,799 274 10,687,799
Repurchase of common stock (30,000) various (19,927)
Shares issued pursuant to a private placement 1,226,052 various 630,925
Shares issued pursuant to a price adjustment to a private placement 250,000 54 49,270
Share issued pursuant to the achievement of earn out targets 120,000 31 13,576
---------------
11,361,643
---------------
---------------
1994
- ----
July 1 - March 31 4,766,384 274 4,766,384
Repurchase of common stock (30,000) various (19,927)
Shares issued pursuant to private placements 1,113,333 various 122,871
Shares issued pursuant to stock options exercised 76,800 various 54,380
Issuance pursuant to market value adjustment 10,000 146 5,328
Shares issued pursuant to conversion of convertible debt and
accrued interest 2,353,312 91 781,575
Shares issued pursuant to conversion of preferred stock and
accrued dividends 2,352,800 91 781,404
---------------
6,492,015
---------------
---------------
For the three months ended March 31,
1995
- ----
January 1 - March 31 11,893,851 90 11,893,851
Repurchase of common stock (10,000) 90 (10,000)
Shares issued pursuant to a price adjustment to a private placement 250,000 54 150,000
Share issued pursuant to the achievement of earn out targets 120,000 31 41,333
---------------
12,075,184
---------------
---------------
1994
- ----
January 1 - March 31 9,550,829 90 9,550,829
Repurchase of common stock (10,000) 90 (10,000)
Shares issued pursuant to private placement 1,113,333 Various 342,222
Shares issued pursuant to stock options exercised 1,800 7 140
---------------
9,883,191
---------------
---------------
16