Still waiting for re- entry.
MICRO TEMPUS INC ("MTP-M;MTEMF-L") BCE EMERGIS INC
("IFM-TM;BCEGF-L") PEELBROOKE CAPITAL INC ("PBI-TMW;PLRKF-L")
- Micro Tempus Transformation Nears Competion - First $2 Million Contract Signed
With The New Company - Q2 Numbers Released
Micro Tempus Inc. recently announced that it has entered into agreements to acquire
two significant e-commerce business units and a strategic alliance with BCE Emergis
Inc. The closing of these transactions is expected to occur in early December 1999, following shareholder approval. The first
acquisition is of the Sports and Entertainment division of BCE Emergis which currently processes 175,000 transactions per
month, representing approximately $19,500,000 in transaction value. Following its completion of this acquisition, Micro
Tempus will receive a fee for each transaction processed, which is expected to generate over $12,000,000 in annual revenue.
The second acquisition is of a company controlled by Mr. Rory Olson and Mr. Joel Leonoff, two former senior executives of
BCE Emergis, which will offer the development and implementation of a front-end online financial services solution for
Canadian financial institutions.
Mr. Olson announced that their new company has concluded an agreement with Peelbrooke Capital Inc., with Peelbrooke
agreeing to fund an initial $2 million for their Company to prepare a feasibility study for the deployment of an online financial
services solution. The agreement provides Peelbrooke certain rights to the use of the solution to be developed. The planned
product offering will enable financial institutions to offer their customers online access to a full range of financial services. Mr.
Olson indicated that this contract validates his belief that the Canadian financial services sector will be embarking upon a path of
rapid change and that the new Micro Tempus, through the strength of its human and technological resources, will be uniquely
positioned to capitalize upon this opportunity.
Peelbrooke Capital is currently listed on the Winnipeg Stock Exchange and has announced that it has received a proposal from
Dundee Bancorp Inc. and Dundee Wealth Management Inc. to acquire all of the outstanding shares of Peelbrooke, after which
Peelbrooke would become a subsidiary of Dundee Wealth Management. The proposed takeover is pending and is expected to
be finalized before year-end. Dundee Wealth Management is a financial services holding company which operates a full-service
integrated investment dealer and a mutual fund investment manager and which currently has approximately $5.8 billion of client
assets under administration and $6 billion of mutual fund assets under management.
Mr. Olson, who following the completion of Micro Tempus' acquisition shall be appointed its new President and Chief
Executive Officer, and Mr. Leonoff, who following the completion of Micro Tempus' acquisition shall be appointed its
Executive Vice President and Chief Operating Officer, have been advising the Company on the prospective integration of its
new e-commerce businesses. Mr. Olson announced the Company's intention to change its corporate name of Micro Tempus to
SureFire Commerce Inc., indicating that this name change will better reflect the new direction of the Company of becoming a
leading player in the global e-commerce marketplace. Mr. Olson plans to focus the Company's efforts on providing transaction
processing, secure document management and Internet enablement products and services across four vertical market segments:
sports and entertainment, online financial services, corporate web enablement and Internet data exchange.
Micro Tempus also reported on its results for the second quarter of fiscal 2000. Provided all approvals for its proposed
acquisitions are received, all future financial reporting will reflect the Company's new operations and business direction.
For the three-month period ended September 30, 1999, the Company recorded a net loss of $3.4 million, or $0.07 per share,
compared to a net loss of $651,000, or $0.01 per share, for the same quarter in the previous year. This increase in net loss is
principally attributable to the following two factors. Commencing at the end of fiscal 1999, the Company began to expense its
research and development costs due to the fact that they no longer met the required criteria for capitalization. In addition, the
Company incurred $2,075,000 in restructuring costs in its second quarter.
Revenue for the quarter was $848,000, compared to $1.1 million recorded for the same period in the previous year.
Management believes that this decrease in revenue is primarily the result of the decision taken by most industry participants to
postpone any software purchases until the beginning of the new millennium in order to maintain their focus on Year 2000 issues.
The board of directors of the Company stated that this example serves to further validate the decision to refocus the direction
of the Company away from relying on one-time software license fees and toward the establishment of a more recurrent revenue
stream through the ongoing sale of products and services, including, more particularly, transaction processing services.
Micro Tempus Inc. develops and markets software that facilitates network communications and promotes cross-platform
connectivity. Founded in 1982, the Company has over 2,000 customers world-wide covering every major industry sector.
Approximately 95 percent of its customers are located in the United States, Europe and South America.
CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
In thousands of dollars except earnings loss per share
Three month period Six month period
ended September 30 ended September 30
1999 1998 1999 1998
Revenues $ 848 $ 1,148 $ 2,196 $2,127
Expenses
Cost of Revenues 126 229 259 424
Research and development 690 533 1,506 965
Sales, General and
Administration 1,346 1,025 2,606 2,496
Financial charges 3 12 17 19
2,165 1,799 4,388 3,904
Loss before undernoted item (1,317) (651) (2,192) (1,777)
Reorganization costs (2,075) - (2,075) -
Write-off of expired tax
credits receivable (78) - (103) (12)
(2,153) - (2,178) (12)
Net Loss $ (3,470) $ (651)$ (4,370) $(1,789)
Loss per share-basic $ (0.07) $ (0.01)$ (0.09) $(0.04)
Weighted average number of
shares outstanding 48,568,272 47,111,809 47,919,319 47,111,809
CONSOLIDATED CASH FLOW STATEMENT (unaudited)
In thousands of dollars
Three month period Six month period
ended September 30 ended September 30
1999 1998 1999 1998
Cash flow from operating activities
Net loss $ (3,470) $ (651) $(4,370) $(1,789)
Items not affecting cash
Write-off of expired tax credits 78 149 -
Amortization of capital assets 68 67 103 117
Amortization of development costs - 360 - 704
Reorganization costs 2,075 - 2,075 -
(1,249) (224) (2,043) (968)
Net change in non-cash items (246) (377) (156) 150
Cash flow from operating
activities (1,495) (601) (2,199) (818)
Cash flows from financing activities
Issuance of share capital 1,063 - 1,063 -
Cash flows used in financing
activities 1,063 - 1,063 -
Cash flows from investing activities
Purchase of capital assets (25) (63) (76) (153)
Development costs - net - (701) - (1,112)
Cash flows used in investing
activities (25) (764) (76) (1,265)
Net change in cash items during
the period (457) (1,365) (1,212) (2,083)
Cash items, beginning of period 1,934 4,813 2,689 5,531
Cash items, end of period $ 1,477 $ 3,448 $ 1,477 $3,448
CONSOLIDATED BALANCE SHEET
In thousands of dollars
As at September 30,1999 As at March 31,1999
(Unaudited) (Audited)
ASSETS
Current assets
Cash and short-term investments $ 1,477 $ 2,689
Accounts receivable 508 991
Tax credits receivable 1,287 863
Prepaid expenses 136 140
3,408 4,683
Tax credits receivable 3,675 3,433
Capital assets 378 451
$ 7,461 $ 8,567
LIABILITIES
Current liabilities
Accounts payable and accrued
liabilities $ 3,174 $ 978
Deferred income 972 966
4,146 1,944
SHAREHOLDER'S EQUITY
Share Capital 25,161 24,098
Deficit (21,846) (17,475)
3,315 6,623
$ 7,461 $ 8,567
TEL: (514) 848-0803
Mark Krakower, Sr VP & COO, Micro Tempus Inc. FAX: (514) 848-0713 EMAIL: krakowerm@microtempus.com TEL:
(514) 731-0000
Rick Leckner, Maison Brison FAX: (514) 731-4525 EMAIL: brison1@maisonbrison.com
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