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Strategies & Market Trends : Pancho Villa's Short Analysis File -- Ignore unavailable to you. Want to Upgrade?

To: Pancho Villa who wrote (64)	10/21/1998 2:47:00 PM
From: Mad2	Respond to of 287

FORMF Cancorp description CANCORP COMPANY NUMBER: 0201535 JETFORM CORPORATION 560 Rochester Street Ottawa, Ontario K1S 5K2 613-230-3676 Fax Number: 613-594-8886 LATEST UPDATE: October 9, 1998 COMPANY-STATUS: Active, Formerly Indigo Software Ltd. SOURCE OF REPORT: Consumer & Corporate Affairs Canada filings TYPE: Full Financial Coverage Co. LEGAL STATUS: PUBLIC INCORPORATION: CANADA, 1982 EMPLOYEES: 660 SIC: 7372 Prepackaged Software DESCRIPTION: JetForm Corp is engaged in the design, development and production of prepackaged software. STOCK INFORMATION: UNDERLYING TICKER SYMBOL: JFM FULL TICKER SYMBOL: JFM EXCHANGE: Toronto CUSIP NUMBER: 477155 ISSUE TYPE: common AUDITOR INFORMATION: AUDITOR: PricewaterhouseCoopers C.A., Ottawa, Ontario BANK: Royal Bank of Canada RANKINGS: Financial Post Sales Rank: 690 SUMMER, 1998 Report on Business 1000: 917 JULY, 1998 Canadian Business Ranking: 1164 JUNE, 1998 RELATED COMPANY: Jetform Corporation, Wholly Owned Subsidiary, 100.00%, Del. JetForm Deutschland GmbH, Wholly Owned Subsidiary, 100.00%, Del. JetForm France S.A., Wholly Owned Subsidiary, 100.00% JetForm Pacific Pty. Ltd., Wholly Owned Subsidiary, 100.00% JetForm Scandinavia AB, Wholly Owned Subsidiary, 100.00% JetForm UK Limited, Wholly Owned Subsidiary, 100.00% Why Interactive, Inc., Wholly Owned Subsidiary, 100.00% * * * * * * * * * * * * * * * A S S E T S * * * * * * * * * * * * * * * * * FISCAL YEAR END 04/30/1998 04/30/1997 04/30/1996 04/30/1995 NUMBER OF PERIODS 12M 12M 12M 12M CURRENCY CDN CDN CDN CDN CASH/DEP/S.I INVEST 91,604 34,450 20,198 NA ACCOUNTS RECEIVABLE 31,347 24,276 12,587 7,479 MARKET SECURITIES NA NA NA 5,980 INVENTORY 1,127 1,078 612 298 PREPAID EXPENSES 3,259 3,663 1,953 756 OTH CURRENT ASSETS NA NA NA NA CURRENT ASSETS 144,027 76,046 45,949 42,790 ACCUM DEPRECIATION 11,324 6,677 NA 1,857 OTH NON-CURR ASSETS 6,716 3,543 1,127 NA TOTAL ASSETS 216,567 142,988 88,879 51,651 * * * * * * * * * * * * * L I A B I L I T I E S * * * * * * * * * * * * * * FISCAL YEAR END 04/30/1998 04/30/1997 04/30/1996 04/30/1995 ACCOUNTS PAYABLE 4,499 4,753 4,824 1,263 ACCRUED LIABS 12,868 8,827 7,326 2,238 RENT NA NA NA NA BANK INDEBTEDNESS NA NA NA NA TAXES NA NA 442 260 CURR PORTION L.T.D. 47,093 25,061 NA NA NOTES NA NA NA NA OTHER CURR LIABS 9,197 6,996 3,641 1,050 CURRENT LIABILITIES 73,657 45,637 16,233 4,811 LONG TERM DEBT-NET NA NA NA NA DEFERRED TAXES 4,450 4,805 5,613 151 OTH NON-CURR LIABS 26,311 76,457 NA NA TOTAL LIABILITIES 104,418 126,899 21,846 4,962 * * * * * * * * * * * * * * * E Q U I T Y * * * * * * * * * * * * * * * * * FISCAL YEAR END 04/30/1998 04/30/1997 04/30/1996 04/30/1995 COMMON STOCK 175,562 154,016 35,812 44,439 PREFERRED STOCK 4,939 4,939 24,823 NA OTHER CAPITAL STOCK 63,650 NA NA NA RETAIN EARNS/DEF -132,002 -142,866 6,398 2,250 TOTAL SHRHLD EQUITY 112,149 16,089 67,033 46,689 * * * * * * * * * * * * * * * R E V E N U E S * * * * * * * * * * * * * * FISCAL YEAR END 04/30/1998 04/30/1997 04/30/1996 04/30/1995 SALES/REVENUE 111,227 76,614 43,455 26,009 TOTAL OPERATION EXP 83,478 214,708 38,855 22,933 INTEREST INCOME NA NA 1,401 1,573 DEP & AMORT 13,629 32,374 3,824 1,196 OTHER INCOME NA 1,659 65 NA NET INCOME BEF TAX 12,554 -148,287 6,597 3,453 NET INCOME AFT TAX 10,864 -148,480 4,148 2,755 NET INCOME 10,864 -148,480 4,148 2,755 * * * * * * * * * * * * * * * * R A T I O S * * * * * * * * * * * * * * * * * FISCAL YEAR END 04/30/1998 04/30/1997 04/30/1996 04/30/1995 RETURN ON ASSETS(%) 5.79 -103.70 7.42 6.68 RETURN ON EQUITY(%) 11.19 -921.66 9.84 7.39 PRE-TAX PRFT MGN(%) 11.28 -193.55 15.18 13.27 SALES/TOTAL ASSETS .51 .54 .49 .50 SALES/FIXED ASSETS 6.35 5.46 4.60 7.52 INVENTORY TURNOVER 15.07 22.34 24.32 25.03 RECEIVABLES (DAYS) 103 116 106 105 PAYABLES (DAYS) 57 65 102 49 WKNG CAP/SALES(%) 63.26 39.69 68.38 146.02 AC REC/TOT ASTS(%) .14 .16 .14 .14 CURRENT RATIO 1.96 1.67 2.83 8.89 QUICK RATIO 1.86 1.59 2.72 8.68 ACTS PAY/ACTS REC .55 .56 .97 .47 CUR LIABS/INVENTRY 9.98 13.31 9.08 4.63 TIMES INTEREST EARN 4.52 -39.49 NA NA OFFICERS: Ostrovsky, Abraham E., Director, chairman, Ottawa, Ontario Kelly, John B., Director, president & chief executive officer, Ottawa, Ontario Gleed, John, Director, executive vice-president & chief technology officer, Ottawa, Ont ario Hicks, Thomas E., Director, vice-president & chief information officer, Ottawa, Ontario Allum, Robert F., Director, Ottawa, Ontario Buck, Siegfried E., Director, Goodwin, Eric R., Director, Lombardy, Ontario Holinski, Stephen A., Director, Ottawa, Ontario Macmillan, Graham C., Director, Ottawa, Ontario Maloney, Dennis B., Director, Irving, Texas Millard, Dr. John B., Director, Kanata, Ontario Payne, Donald J., Director, Columbia, Maryland Young, Stanley A., Director, North Andover, Massachusetts Weaver, Philip W., Chief operating officer & executive vice-president, Boyd, Lynne, Senior vice-president government sales, Bursey, Jim, Senior vice-president services, Fox, Carlos, Senior vice-president marketing, Fraser, Ian, Senior vice-president sales, Millikin, Hugh R. A., Senior vice-president, Asia Pacific Hall, Wayne E., Vice-president advanced products, Weinstein, Deborah L., Secretary TRANSFER AGENT: CIBC Mellon Trust Company, Toronto. STATEMENT OF OWNERSHIP: DATE OF STATEMENT: July 13, 1998 Moore Corporation Limited held 13.13% interest and TAL Investment Counsel held 11.95% interest PRESIDENTS LETTER: DATE: April 30, 1998 (from ANNUAL REPORT TO SHAREHOLDERS: 04/30/98) LETTER TO SHAREHOLDERS We are very pleased to review with our fellow shareholders, JetForm's achievements in 1998 - our most successful year ever. It has been an exciting year and one full of accomplishment. We developed new technologies and established new relationships. We expanded the reach of our solutions - throughout the enterprise and throughout the world. And thanks to a combination of exceptional customers, employees, products and partners, JetForm's global leadership in the highly competitive enterprise workflow and electronic forms market remains unchallenged. JetForm's dominant market position is reflected in the record growth that we experienced last year. Revenues for the fiscal year ending April 30, 1998 were $ 111.2 million, compared with $ 76.6 million for the previous year, an increase of 45%. The Company had four profitable quarters with net income for the year of $ 10.9 million and earnings per share of $ 0.62 fully diluted representing a 95% increase over 1997 net income of $ 5.6 million (before non-recurring charges) or $ 0.38 per share fully diluted. The defining accomplishment of the year was, of course, passing the $ 100 million revenue mark - a fitting cap to our 15th anniversary year and a testament to the market's need for and confidence in our technology. The market for our products continues to grow. With over five million users worldwide, JetForm is firmly established as the electronic forms market leader. Based on IDC research, JetForm is the number one workflow vendor in the combined ad hoc and administrative workflow segments defined by JetForm as enterprise workflow. The market for these combined segments, based on IDC's* market data is expected to reach $ 1.5 billion in 2000. According to Dataquest research, JetForm ranks second in the workflow market overall - with a 15.4% market share and with the second largest growth in market share of any workflow vendor. There were a number of other significant financial milestones in 1998. On April 15, JetForm shares began trading on The Toronto Stock Exchange, under the symbol 'JFM'. Being listed on The TSE - one of North America's premier exchanges - is a reflection of the broadening interest in JetForm on the part of institutional and retail investors alike, and will result in increased exposure and liquidity for the Company and its shareholders. We strengthened our balance sheet by restructuring the Delrina asset purchase agreement. By accelerating certain quarterly payments, we reduced the total amount remaining payable to Symantec as at February 12, 1998, from US$ 64.3 million to US$ 57.9 million. This is a beneficial deal for JetForm, resulting in a US$ 6.4 million gain and an elimination of future imputed interest charges. We also raised $ 67.3 million through an offering of 2.2 million Special Warrants. This increased our cash balance to $ 91.6 million as at April 30, 1998. JetForm's market leadership and strong balance sheet underscore the success of our highly focused long-term strategy. We are leveraging our technology through strategic third-party alliances and partnerships with providers of complementary technology, and we are working with third-party resellers who have access to particular industries, local markets and customers. In addition, we are expanding our own worldwide sales infrastructure, and providing both complete solutions and the technical expertise to help deploy them. We now have a sturdy and balanced product development, marketing and distribution platform on which to expand JetForm as a global corporation. Our singular concentration on the customer ties the various strands of JetForm's business strategy together. To paraphrase Peter Drucker, there is only one valid definition of business purpose: to create a customer. Last year, we institutionalized this belief by appointing Gary Hannah to the newly created position of Vice President of Customer Relations. His role will extend beyond customer support to all parts of the organization. We want every JetForm employee to be informed by - and be driven by - the needs of our customers. Our philosophy is simple. Throughout JetForm's 15 year history, we have always believed that our value proposition to our customers is providing tools to automate business processes which in turn help increase their revenue, market share and competitiveness. One emerging market where the needs of our customers are ideally suited to the strengths of our technology is workflow. With the explosive growth of the Internet facilitating the deployment of tools based on messaging and routing capabilities, workflow technology has moved into the mainstream, becoming a standard component of most enterprise IT solutions. Last year, JetForm introduced InTempoTM, the industry's first solution for enterprise workflow that supports virtually any client platform. By being flexible enough to support the different structured, unstructured and ad hoc processes typically found in most mission critical business environments - from HTML and JavaTM-based thin clients, such as Web browsers and network computers, to traditional thick client applications from JetForm or other software vendors - InTempo allows JetForm to automate processes that are not strictly forms-based, positioning us to move decisively into the rapidly expanding workflow software market. At the same time, we continued to strengthen our core electronic forms technology. Last year, we completed work on FormFlow(Registered) 98, the first phase of our comprehensive architecture for a new generation of intelligent, form-centric, zero administration enterprise software solutions. A key element of our strategy is to forge alliances with leading software vendors whose complementary products allow us to extend the reach of JetForm technology within the enterprise. By leveraging the market share of our alliance partners, we can penetrate further and faster into both mature and emerging markets. A dramatic example of the success of this strategy is our alliance with SAP. Last year, we began shipping JetForm Output Pak for SAPTM R/3TM, offering users of this important platform an e-forms-based solution that provides an easy and inexpensive way to design and print high-quality forms. SAP's global installed base of 13,000 sites represents a significant opportunity for JetForm. We continue to strengthen our relationship with Microsoft(Registered), particularly with respect to marketing and marketing strategy. Our latest products are designed to complement the Microsoft BackOffice(Registered) suite of products and add significant value to the infrastructure Microsoft customers have invested in. Microsoft has also become our flagship SAP Output Pak user, deploying JetForm technology to deliver flexible output to the largest R/3 implementation driven by Microsoft NT(Registered) and SQL Server - 1,800 worldwide users, with up to 400 concurrently. Last year, we announced support of the Microsoft Windows CE platform, delivering JetForm software to support the explosive market for handheld personal computers. We also announced alliances with Zebra Technologies, the worldwide leader in industrial bar-code label printers, and with Cardiff Software, a leading supplier of automated data capture solutions. To provide our customers with the very best Internet and Intranet solutions, JetForm is collaborating with Sun(Registered) Microsystems - the the inventor of Java technology - to create an advanced suite of Java-based workflow solutions for the enterprise. We have also joined the SunTM Developer Connection Program, enabling us to participate in cooperative marketing opportunities with Sun and its channels on a worldwide basis. These many new alliances underscore our ongoing commitment to developing multi-platform, standards-based solutions that reach every corner of the enterprise, from input through workflow processing to output. As today's typical enterprise computing environment becomes more complex, the role of our consulting services organization in promoting the benefits of JetForm solutions has become even more vital. Last year, we took a number of steps to strengthen the breadth and depth of our services business. We strengthened our services capability by aquiring the expertise of Silicon Valley-based WorkFlow Partners and Technology Services, Inc., a select group of senior consultants who specialize in helping large enterprises deploy workflow solutions. Their in-depth business and technology knowledge will be invaluable in helping us bring leading edge workflow solutions to our customers and to our own R&D efforts. We welcome them to JetForm. To support our growing European customer base, we opened a center for professional and technical support in Dublin, Ireland. This center, which will be staffed by technical professionals, will allow us to replicate for our European customers the business model that has been very successful for us in North America, and is a critical next step as we expand our operations worldwide. We also opened offices in Chicago and New York, and our Beijing office, now a year old, continues to thrive. And for multinational enterprises with operations in the Pacific Rim, we released a new version of JetForm CentralTM that supports Japanese, Korean and Chinese characters, providing 100% of the core print agent functionality necessary to implement comprehensive output management in those languages. Revenue growth by geographic region continues to be strong. Our North American revenues for the year were $ 81.6 million, a 51% increase from the previous year. European revenues were $ 24.3 million, a 27% increase from the previous year. Because our penetration of the Asian market is still in its infancy, and accounts for only 4.8% of our overall revenues, we seem largely unaffected by the Asian financial crisis. We remain committed to our ultimate goal of deriving one third of our revenues from North American sales, one third from Europe and one third from the rest of the world, primarily Latin America and the Pacific Rim. Our target to expand into the Japanese market in September 1998 further enhances this plan. With the transition of electronic forms and workflow from the early adoption stage to mainstream acceptance, potential customers are increasingly making purchase decisions based on hard nosed return-on-investment analyses. One striking JetForm success story is the Australian Department of Defense, which last year reported saving (AU)$ 48 million as a result of implementing a JetForm solution. Such success stories underscore the importance of our direct selling efforts, where we continue to focus on Global 2000 corporations. These showcases of our technology are both large enough to justify a direct expenditure of sales resources and have enough visibility to become a rich source of leads for new customers. Our biggest sale of the year was a US$ 5.0 million contract with the United States Air Force to deploy JetForm software, including FormFlow, on 232,000 computers. It is the largest contract in JetForm history. It is also a direct result of the Delrina acquisition and offers dramatic proof that we're succeeding in integrating the two companies and that the merger is paying off. We secured a number of contracts for InTempo. The largest InTempo contract to date was the State of Wisconsin, valued at US$ 2.1 million. The State standardized on InTempo for use by 25,000 government employees across all state agencies. Together with the many other new InTempo users, this is a strong indicator of the market's acceptance of this new technology. It is very clear that we could not have arrived at this point without the effort of every JetForm employee. In the last year, our staff has grown to 605 employees. We want to thank them all for their passion, dedication and attitude. We particularly want to acknowledge Phil Weaver, who last year was appointed Chief Operating Officer. We also want to welcome newly appointed board member John Millard, CEO of Mitel Corporation, as well as thank departing board member George Gilmore for his wise counsel. Looking back on our 15 year history, we can see how JetForm transformed electronic forms from an esoteric technique to an established, ubiquitous technology. Looking forward, we can see the opportunities that abound to develop new solutions, define new markets and drive JetForm to new levels of success as the global leader in using electronic forms and workflow technology to automate and improve mission critical business processes. John B. Kelly Abe Ostrovsky President and Chief Executive Officer Chairman OPERATIONS: Provides client/server and web based electronic forms software and enterprise workflow solutions which automate the production and processing of forms across an organization. On July 15, 1998, announced a five-year extension of a strategic alliance with Moore Corp. and the addition of workflow solutions to the agreement. In September 1998, announced it will port its new InTempo 3.01 enterprise workflow solution to the Sun SPARC(R)-based Solaris operating environment; the product is to begin shipping in October. NEWS/FINANCIAL POSITION: For the six months ended Oct. 31, 1997, net income was $ 2,817,000 or 17c per share compare with a net loss of $ 148,950 or $ 10.48 per share for the corresponding year-earlier period. Revenues increased to $ 50,123,000 from $ 33,449,000. For the nine months ended Jan. 31, 1998, net income was $ 5,673,000 or 35c per share compared with a net loss of $ 147,323,000 or $ 10.19 per share for the corresponding year-earlier period. Included in the 1997 results was a loss on the repurchase of options of $ 47,084,000 and a loss of $ 106,962,000 in process research and development; there were no such items in 1998. Total revenue rose to $ 78,702,000 from $ 55,786,000. CAPITAL STOCK: Authorized Outstanding(1) Preference 2,263,782 shs. 450,448 shs. Common unlimited 19,377,912 shs. (1)At July 13, 1998. CAPITAL STOCK CHANGES: During fiscal 1998, issued 2,200,000 special warrants at US$ 21.25 per warrant for net proceeds of Cdn$ 63,700,000. Each warrant converts to one common share without additional payment. The special warrants were deemed to have been exercised by holders on June 26, 1998. LONG TERM DEBT: At Apr. 30, 1998, long-term debt amounted to $ 73,404,000, including $ 47,093,000 due within one year, and consisted entirely of an obligation to Delrina Corporation arising from a purchase of assets in 1996; the debt is non-interest-bearing and is payable in quarterly payments to June 2000. MARKETING DATA: Number of Branches: 1 Unionized: NO % White Collar: 100 Group Insurance: YES Life/Health Insurance: YES Dental: YES Pension Fund: NO Export: YES Revenue From Exports: 80 Revenue From US Exports: 60 Imports: YES

To: Pancho Villa who wrote (64)	10/21/1998 2:52:00 PM
From: Mad2	Read Replies (1) \| Respond to of 287

FORMF S&P Load date 9/1/98 Standard & Poor's Corporate Descriptions plus News JetForm Corp. 560 Rochester St., Suite 400 Ottawa Ontario K1S 5K2 Canada 613-230-3676 TICKER: FORMF LOAD-DATE: September 01, 1998 COMPANY-TYPE: Industrial CUSIP: 477155 PRI-EXCHANGE: NDQ (NASDAQ) 2ND-EXCHANGE: Pacific EMPLOYEES: 530 SHAREHOLDERS: 3500 INCORP-YEAR: 1982 INCORP-LOCATION: Canada PRI-SIC: 7372 Prepackaged software 2ND-SIC: 7379 Computer related services, not elsewhere classified * * * * * * * * * * * * * * * * * RECENT NEWS * * * * * * * * * * * * * * NEWS TABLE OF CONTENTS- DATE TITLE --------- -------------------------------------------------------- 06 Jul 98 Chief Financial Officer Resigns 26 Jun 98 Fourth Quarter and Annual Earns.: Apr. '98 05 Mar 98 Interim Consol. Earns.: Jan. '98 15 Dec 97 Interim Consol. Earns.: Oct. '97 05 Sep 97 Interim Consol. Earns.: July '97 JETFORM CORP. DATE: 980706 EVENT: Management Changes (MMC) TITLE: Chief Financial Officer Resigns TEXT: July 6, 1998, JetForm Corp. (FORMF) said Ken Killin, vice president, finance and administration and chief financial officer, resigned, effective the day after the annual meeting of shareholders to be held on September 9 in Ottawa. Jeffrey McMullen, vice president and controller, succeeds Mr. Killin as chief financial officer. JETFORM CORP. DATE: 980626 EVENT: Annual Earnings (ANE) TITLE: Fourth Quarter and Annual Earns.: Apr. '98 (For full details see RECENT FINANCIAL STATEMENTS.) JETFORM CORP. DATE: 980305 EVENT: Interim Earnings (INE) TITLE: Interim Consol. Earns.: Jan. '98 (For full details see RECENT FINANCIAL STATEMENTS.) JETFORM CORP. DATE: 971215 EVENT: Interim Earnings (INE) TITLE: Interim Consol. Earns.: Oct. '97 (For full details see RECENT FINANCIAL STATEMENTS.) JETFORM CORP. DATE: 970905 EVENT: Interim Earnings (INE) TITLE: Interim Consol. Earns.: July '97 (For full details see RECENT FINANCIAL STATEMENTS.) * * * * * * * * COMPANY DESCRIPTION (Revision Date: 10/07/97) * * * * * * * * CORPORATE BACKGROUND Company provides open, client/server and web-based E-Forms software solutions which automate the production and processing of forms across an organization. Products and services are sold to a wide variety of organizations, with an emphasis on the financial services industry and the government sectors. Co. offers its customers a full range of form design, fill, workflow and output management products which support multiple hardware platforms, software operating systems, databases and applications. Its scalable, modular products allow an organization to incrementally adopt E-Forms technology and the flexibility to best meet its changing organizational needs. Products include JetForm Design, a graphical design and development tool for creating and customizing both simple and complex E-Forms; JetForm Filler, which provides comprehensive forms-completion capabilities including extensive database access and merge functions; JetForm Workflow, which automates forms-based business processes while providing time-based management and sophisticated tracking functions; and JetForm Central, which provides comprehensive output delivery including print, fax, EDI, Web integration and interface to existing applications. Company provides technical support, training, forms design and consulting services to its customers. Consulting services include assisting customers to configure, implement and integrate Co.'s products and, when required, customize products and design automated processes to meet customers' specific business needs. Ongoing technical support includes telephone, fax and e-mail access. In fiscal 1997, the U.S. accounted for 45.4% of revenues (27.5% in fiscal 1996), Canada 25.3% (36.6%), Europe 25.0% (28.4%), and the Pacific Rim 4.3% (7.5%). BREAKDOWN OF REVENUES, Yrs. End. Apr. 30: 1997 1996 Thou. Cdn. $ % Thou. Cdn. $ % Products...............54,935 71.7 31,600 72.7 Services...............21,679 28.3 11,855 27.3 Total................76,614 100.0 43,455 100.0 RESEARCH & DEVELOPMENT EXPENDITURES, Yrs. End. Apr. 30: Thou. $ 1997.............8,422 1996.............4,805 1995.............2,744 EMPLOYEES- Apr. 30, 1997, 530, incl. 477 full-time. PROPERTY- Research and development, production and customer support facilities are leased in Ottawa, Ont. A research and development facility is also leased in Toronto. CAPITAL EXPENDITURES, Yrs. End. Apr. 30: Thou. $ 1997.............7,299 1996.............6,227 1995.............2,679 OFFICER- 560 Rochester St., Suite 400, Ottawa, Ontario, Canada K1S 5K2 (Tel.: 613-230-3676). WEBSITE-http://jetform.com. SUBSIDIARIES- wholly owned- JetForm Corp. (Del.) DVS Communications, Inc. JetForm Pacific Pty. Ltd. JetForm Scandinavia AB JetForm France S.A. JetForm U.K. Ltd. Eclipse Corp. Proactive Systems S.A. Proactive Systems GmbH INCORPORATED in Can. June 10, 1982 as Jorag Computer Systems Ltd.; name changed to Indigo Sofware Ltd. in Sept., 1982, and to current title in Sept., 1991. Sept. 10, 1996, acquired certain assets related to the forms software group of Delrina Corp. for apx. US$ 99,000,000. OFFICERS- A. E. Ostrovsky, Chairman J. B. Kelly, Pres & Chief Exec Officer John Gleed, Exec V-P P. W. Weaver, Exec V-P Lynne K. Boyd, Sr V-P H. R. A. Millikin, Sr V-P K. J. Killin, V-P & Chief Fin Officer T. E. Hicks, V-P W. F. Hall, V-P Deborah L. Weinstein, Secy DIRECTORS- R. F. Allum G. H. Gilmore, Jr. John Gleed E. R. Goodwin T. E. Hicks S. A. Holinski J. B. Kelly D. B. Maloney A. E. Ostrovsky D. J. Payne S. A. Young G. C. Macmillan * * * * * * * * * * * CAPITALIZATION (Apr. 30 '97) * * * * * * * * * * * * * LONG TERM DEBT- $ 76,457,000, excl. $ 25,061,000 due currently. REVOLVING LINE OF CREDIT provided up to $ 15,000,000 at the prime interest rate-- none taken down at Apr. 30, 1997. STOCK OUTSTANDING- Auth. Shs. Outstg. Shs. Preference...................................2,263,782 @450,448 Common no par...............................Unlimited 15,693,623 Incl. 2,301,137 for options and warrants outstg., with shs. for future option grants; and 450,448 for conv. of Preference shs. @Closely held; conv. into Com., share-for-share. * * * * * * * * * * * * * * * * * STOCK DATA * * * * * * * * * * * * * * COMMON VOTING POWER- One vote per share. VOTING POWER OF OTHER SECURITIES- A holder of each Pref. share is entitled to vote on the basis of one vote for each Com. share that the holder would receive upon conversion of the Pref. Holders of the Pref. are also entitled to elect 3 directors if the number of directors is 12 or less, and 25% of the directors if the number of directors is greater than 12. Under certain agreements, Moore Corp. Ltd., the only holder of Pref. stock, has agreed to forgo the rights to elect directors as provided by the Charter, but such agreements also entitle Moore to nominate 2 directors as long as Moore owns at least 10% of the Com., and 1 director as long as Moore owns at least 5% of the Com. STOCKHOLDERS- June 26, 1997, 3,500. July 10, 1997, Ardsley Partners owned 7.0% (1,106,000 shs.) of the Com., and Moore Corp. Ltd. owned 12.6% (1,992,084 shs.) of the Com. and 100% of the Pref. DIVIDENDS- Com. no par: None. Com. was split 4-for-1 Dec. 4, 1992, and 3-for-2 Dec. 8, 1993. STOCK-OFFERING: COMMON OFFERED- Date Shares Price Comm. 4-20-93.....................1,000,000 $ 6.00 $ 0.60 3-27-97.....................@1,500,000 US$ 16.25 @US$ 1.06 Whale Securities Co., L.P.; incl. 200,000 for certain stkhldrs. An additional 150,000 were sold to cover over-allotments. Co. also agreed to sell to underwriter for $ 100, warrants to buy up to 100,000 shs. at $ 7.80 per sh. during the period Apr. 20, 1995-1998. @Goldman, Sachs & Co., Cowen & Co., RBC Dominion Securities Corp., et al. Underwriters had an option to buy up to 225,000 more Com. shs. to cover over-allotments-- none taken. COMMON PLACED PRIVATELY- Jan. 6, 1994, Co. completed the private placement of 1,350,000 Com. shs. to qualified investors in Can. and the U.K. at U.S. $ 10.67 per share. Shares sold consisted of 900,000 treas. shs. and 450,000 shs. held by certain of Co.'s directors. TRANSFER AGENT & REGISTRAR- American Stock Transfer & Trust Co.,NYC. STOCK PRICE- LISTED- Nasdaq (Symbol FORMF); also traded Pacific Stock Exchange: 1996..........24 1/2 12 1995..........20 1/4 7 1994..........11 1/2 6 1993.........11 1/4 8 3/4 Aft. 3-for-2 split Dec. 8; bef., 18 3/4-6. * * * * * * * * * * * * * EARNINGS AND FINANCE * * * * * * * * * * * * CONSOL. EARNS., Y-E Apr. 30: Thou. Can. $ Oper. Depr. & Revs. Inc. Amort. 1997......................................76,614 16,367 8,605 1996......................................43,455 8,955 3,824 1995......................................26,009 3,075 1,196 1994......................................12,128 d544 373 1993.......................................8,837 1,923 109 1992.......................................4,804 d513 85 1991.......................................3,961 d731 82 Inc. Net Sh. Earns. Taxes Inc. Prim. Dltd. 1997......................193 d148,480 d10.03 d10.03 1996....................2,449 4,148 0.39 0.37 1995......................698 2,755 0.29 0.24 1994......................159 d556 d0.08 --- 1993.......................27 1,593 0.50 --- 1992......................--- d1,111 d0.43 --- 1991......................--- d829 d0.35 --- dDeficit. As reported by Co., adjtd. for June '92 4-for-1 stk. split. ADJUSTED EARNS. for Dec. '93 3-for-2 stk. split: $ 1993 0.33 1992 d0.29 1991 d0.23 AUDITORS- Coopers & Lybrand, Ottawa, Ont., Can. * * * * * * * * * * * * * * * FINANCIAL STATEMENTS * * * * * * * * * * * * Annual Report- Consol. Inc. Acct. Yrs. End. Apr. 30: Thou. Can. $ 1997 @1996 1995 Revenues........................76,614 43,455 26,009 Cost & exps.....................60,247 34,500 22,934 Oper. income....................16,367 8,955 3,075 Interest income....................--- 1,401 1,573 Other income.....................1,659 65 1 Total income....................18,026 10,421 4,649 Depr. & amort....................8,605 3,824 1,196 Prov. for repurchase of Moore Options................47,084 --- --- Charge related to in process research & devlmt.........................106,962 --- --- Interest exp., net...............3,662 --- --- Income tax.........................193 2,449 698 Net income..................d148,480 4,148 2,755 Share earns. (primary) d$ 10.03 $ 0.35 $ 0.25 Share earns. (fully diluted)........................d10.03 $ 0.34 $ 0.24 Avge. shs. (Thou.):.............14,797 11,928 9,559 dDeficit. Based on avge. shs. @Incls. opers. of Eclipse Corp. and JetForm U.K., acqd. on Feb. 13, 1996 and Mar. 31 1996, respectively; transactions were acctd. for on a purchase basis. Pro forma results, assuming acquis. had occurred on May 1 '94, would have been: (Thou. Can. $ ) Yrs. End. Apr. 30: 1996 1995 Revenues........................................51,425 32,972 Net income.......................................3,131 1,629 Share earns. (primary)...........................$ 0.25 $ 0.14 Share earns. (fully diluted).....................$ 0.25 $ 0.13 Note: Co. reported the following pro forma results assuming compensation costs for its stock option plan had been determined using the fair value based method of accounting as prescribed by FASB #123 "Accounting for Stock-Based Compensation": (Thou. Can. $ ) Yrs. End. Apr. 30: 1997 1996 Net income....................................d152,184 3,323 Share earns. (primary)..........................d10.28 $ 0.28 Share earns. (fully diluted)....................d10.28 0.27 Consol. Bal. Sheet Apr. 30: Thou. Can. $ Assets- 1997 1996 Cash & equiv....................................34,450 20,198 Receivables, net................................30,731 17,483 Due from affil...................................2,892 4,105 Inventories......................................3,430 1,787 Income tax.........................................880 423 Other curr. assets...............................3,663 1,953 Tot. curr. assets.............................76,046 45,949 Accts. rec.......................................2,329 2,259 Invstmt. tax credit..............................1,345 2,000 Net property...................................14,034 9,448 Intangibles.....................................41,242 25,814 Other assets.....................................7,992 3,409 Total assets.................................142,988 88,879 Liabilities-....................................... Curr. debt mat..................................25,061 --- Accts. pay.......................................4,753 4,824 Accruals.........................................8,827 7,326 Unearned revenue.................................6,996 3,641 Defr. inc. tax.....................................--- 442 Tot. curr. liabs..............................45,637 16,233 Delrina obligs..................................76,457 --- Defr. inc. tax...................................4,805 5,613 @Pref. stk. n.p..................................4,939 24,823 aCom. stk. n.p.................................154,016 36,596 Retained earns................................d142,866 5,614 Total liabs..................................142,988 88,879 Net wkg. cap....................................30,409 29,716 Equity per sh........................................b $ 2.32 Depr. & amort. res............................6,677 3,570 @Pref. shs. (Thou.):.............................450 2,264 aCom. shs. (Thou.):...........................15,694 9,237 bNot computed by S&P as method used (elimination of intangibles) would result in a negative figure. * * * * * * * * * * * * RECENT FINANCIAL STATEMENTS * * * * * * * * * * * (Also see RECENT NEWS for more information) JETFORM CORP. DATE: 970905 EVENT: Interim Earnings (INE) TITLE: Interim Consol. Earns.: July '97 Thou. Can. $ 3 Mos. to July 31: 1997 1996 Revenues 23,575 14,939 Net income 957 @d45,888 Sh. earns.: $ 0.06 d$ 3.41 dDeficit. As reported. @Includes a charge of $ 47,000,000 in connection with the repurchase of options owned by Moore Corporation. JETFORM CORP. DATE: 971215 EVENT: Interim Earnings (INE) TITLE: Interim Consol. Earns.: Oct. '97 Thou. Can. $ 3 Mos. to Oct. 31: 1997 1996 Revenues 26,548 18,510 Net income 1,860 d103,062 Sh. earns.: $ 0.11 d$ 6.88 6 Mos.: Revenues 50,123 33,449 Net income 2,817 d148,950 Sh. earns.: $ 0.17 d$ 10.48 Avge. shs.: 1997 1996 3 mos. 16,934,002 14,982,708 6 mos. 16,901,877 14,212,343 Note: Results for the three-and six-month periods of 1996 include pre-tax write-off of acquired research & development costs of $ 106,962,000. JETFORM CORP. DATE: 980305 EVENT: Interim Earnings (INE) TITLE: Interim Consol. Earns.: Jan. '98 Thou. Can. $ 3 Mos. to Jan. 31: 1998 1997 Revenues 28,579 22,337 Net income 2,856 1,627 Sh. earns. Basic $ 0.17 $ 0.11 Diluted 0.17 0.11 9 Mos.: Revenues 78,702 55,786 Net income 5,673 @d147,323 Sh. earns. Basic $ 0.35 d$ 10.19 Diluted 0.34 d10.19 dDeficit. As reported. @Includes a charge of $ 154,000,000 or $ 10.66 per share from in-process research & development and repurchase of options owned by Moore Corp. JETFORM CORP. DATE: 980626 EVENT: Annual Earnings (ANE) TITLE: Fourth Quarter and Annual Earns.: Apr. '98 Consol. Inc. Acct.: Thou. Can. $ 3 Mos. to Apr. 30: 1998 1997 Revenue 32,525 20,800 Net income 5,191 d1,200 Sh. earns. $ 0.28 d$ 0.07 Years Ended: Revenue 111,227 76,600 Net income 10,864 @d148,500 Sh. earns. $ 0.62 d$ 10.03 dDeficit As reported on a fully diluted basis. @Includes a charge of $ 154,000,000 or $ 10.41 per share in connection with its purchase of the Delrina Group's electronic-forms assets and the repurchase of options owned by Moore Corporation. * * * * * * * * * * * ANNUAL REPORT DATA ELEMENTS * * * * * * * * * * * ------------- Income Account, Canadian Dollar (000's) ------------- YEAR END 04/97 04/96 04/95 NET SALES/REVENUES 76,614 43,455 26,009 COST & EXPENSES 60,247 34,500 22,934 OPERATING INCOME 16,367 8,955 3,075 INTEREST INCOME 0 1,401 1,573 OTHER INCOME 1,659 65 1 TOTAL INCOME 18,026 10,421 4,649 DEPR./AMORT. 8,605 3,824 1,196 OTHER EXPENSES 154,046 0 0 FIXED CHARGES 3,662 0 0 INCOME TAXES-EXPENSE 193 2,449 698 NET INCOME -148,480 4,148 2,755 ----------------- Assets, Canadian Dollar (000's) ----------------- YEAR END 04/97 04/96 CASH AND EQUIVALENT 34,450 20,198 RECEIVABLES 35,952 23,847 INVENTORIES 3,430 1,787 NET PROPERTY 14,034 9,448 INCOME TAX - ASSET 2,225 2,423 INTANGIBLES 41,242 25,814 OTHER ASSETS 11,655 5,362 TOTAL CURRENT ASSETS 76,046 45,949 TOTAL ASSETS 142,988 88,879 -------------- Liabilities, Canadian Dollar (000's) --------------- YEAR END 04/97 04/96 PAYABLES 4,753 4,824 ACCRUALS - LIAB. 8,827 7,326 INCOME TAXES - LIAB. 4,805 6,055 ADVANCES - LIAB. 6,996 3,641 DEBT 25,061 0 OTHER LIABILITIES 76,457 0 COMMON STOCK 154,016 36,596 RETAINED EARNINGS -142,866 5,614 TOTAL CURR. LIABS. 45,637 16,233 TOTAL LIABILITIES 142,988 88,879 NET WORKING CAPITAL 30,409 29,716 ACCUMULATED DEPREC. 6,677 3,570 * * * * * * * * * * * * * * * FINANCIAL RATIOS * * * * * * * * * * * * * RATIO YEAR END 04/97 04/96 QUICK RATIO 1.543 2.713 CURRENT RATIO 1.666 2.831 TOTAL CURR. LIABS/NET WORTH (%) NA 39.4 TOTAL CURR. LIABS/INVENTORY (%) 1330.5 908.4 TOTAL LIABS/NET WORTH (%) NA 113.2 FIXED ASSETS/NET WORTH (%) NA 22.9 COLLECTION PERIOD (DAYS) 171 200 NET SALES/INVENTORY 22.336 24.317 TOTAL ASSETS/NET SALES (%) 186.6 204.5 NET SALES/NET WORK. CPTL. 2.519 1.462 ACCTS. PAYABLE/NET SALES (%) 6.2 11.1 RETURN ON SALES (%) -193.8 9.5 RETURN ON ASSETS (%) -103.8 4.7 RETURN ON NET WORTH (%) NA 10.1 * * * * * * * * * * * * * * * * COMPUSTAT DATA * * * * * * * * * * * * * COMPUSTAT YEAR END 1997 1996 1995 COMPUSTAT NET SALES 54,840 31,918 19,130 COMPUSTAT INCOME TAXES 138 1,799 514 COMPUSTAT NET INCOME -106,282 3,047 2,026 COMPUSTAT OPER. INC. 7,669 4,894 2,181 COMPUSTAT CURR. ASSETS 54,433 33,750 COMPUSTAT CURR. LIABS 32,667 11,916 COMPUSTAT TOTAL ASSETS 102,351 61,552 COMPUSTAT FOOTNOTES- Net Sales 1997 DATA REFLECTS AN ACQUISITION Net Sales 1996 DATA REFLECTS AN ACQUISITION Net Sales 1995 DATA REFLECTS AN ACQUISITION