-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TKkcmhJznxaKsDumEqQAilxxWLQ4/7fgRJAnpo4z8JUxfP5lbHyQP9vdkssdhDD/ tgwV3aBnOjZHZOc+Cz1lng== 0000886475-98-000021.txt : 19981116 0000886475-98-000021.hdr.sgml : 19981116 ACCESSION NUMBER: 0000886475-98-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INMARK ENTERPRISES INC CENTRAL INDEX KEY: 0000886475 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 061340408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20394 FILM NUMBER: 98748087 BUSINESS ADDRESS: STREET 1: ONE PLAZA ROAD CITY: GREENVALE STATE: NY ZIP: 11548 BUSINESS PHONE: 5166253500 MAIL ADDRESS: STREET 1: ONE PLAZA ROAD CITY: GREENVALE STATE: NY ZIP: 11548 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH IMAGE MEDIA INC DATE OF NAME CHANGE: 19930328 10-Q 1 IMARK ENTERPRISE, INC. FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) __x_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 OR ____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-20394 INMARK ENTERPRISES, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1340408 ------------------------------ -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 415 Northern Boulevard Great Neck, New York 11021 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 622-2800 -------------- 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 (or for 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 ___ On November 12, 1998, 4,480,326 shares of the Registrant's Common Stock, par value $.001 a share, were outstanding. ================================================================================ INDEX INMARK ENTERPRISES, INC. AND SUBSIDIARIES Page PART I - FINANCIAL INFORMATION - ------------------------------ Item 1. Consolidated Financial Statements of Inmark Enterprises, Inc. (Unaudited) Consolidated Balance Sheets - September 30, 1998 and March 31, 1998 3 Consolidated Statements of Operations - Three month and six month periods ended September 30, 1998 and September 30, 1997 4 Consolidated Statement of Stockholders' Equity - Six month period ended September 30, 1998 5 Consolidated Statements of Cash Flows - Six month periods ended September 30, 1998 and September 30, 1997 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION 12 - --------------------------- Items 1, 2, 3 and 5. Not Applicable Item 4. Submission of Matters to a Vote of Security Holders. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibit No. Description of Exhibit ----------- ---------------------- 27 Financial Data Schedule SIGNATURES 13
2 PART I - FINANCIAL INFORMATION ------------------------------ INMARK ENTERPRISES, INC. Consolidated Balance Sheets September 30, 1998 and March 31, 1998 September 30, 1998 March 31, 1998* ----------------------- -------------------- (Unaudited) Assets Current assets: Cash and cash equivalents $ 1,289,051 1,459,909 Contract receivables 16,539,906 10,933,241 Deferred tax asset 83,442 83,442 Prepaid taxes 247,269 452,291 Prepaid expenses and other current assets 521,513 163,042 ----------------- ----------------- Total current assets 18,681,181 13,091,925 ----------------- ----------------- Furniture, fixtures and equipment, net 922,291 815,257 Goodwill, net 16,116,076 16,534,950 Deferred financing costs 112,050 124,500 Note receivable from officer 225,000 225,000 Other assets 80,370 26,757 ----------------- ----------------- Total assets 36,136,968 30,818,389 ================= ================= Liabilities and Stockholders' Equity Current liabilities: Accounts payable 755,822 1,601,751 Accrued job costs 13,162,467 8,335,745 Accrued compensation 248,468 314,876 Other accrued liabilities 160,815 298,791 Accrued taxes payable - 94,260 ----------------- ----------------- Total current liabilities 14,327,572 10,645,423 Notes payable bank - long term 7,000,000 7,000,000 Subordinated notes payable - long term 2,500,000 2,500,000 ----------------- ----------------- Total liabilities 23,827,572 20,145,423 ----------------- ----------------- Stockholders' equity: Class A convertible preferred stock, par value $.001; authorized 650,000 shares; none issued and outstanding - - Class B convertible preferred stock, par value $.001; authorized 700,000 shares; none issued and outstanding - - Preferred stock, undesignated; authorized 3,650,000 shares; none issued and outstanding - - Common stock, par value $.001; authorized 25,000,000 shares; issued and outstanding 4,480,326 shares at September 30, 1998 and 4,475,326 shares at March 31, 1998 4,480 4,475 Additional paid-in capital 5,137,491 5,131,896 Retained earnings 7,167,425 5,536,595 ----------------- ----------------- Total stockholders' equity 12,309,396 10,672,966 ----------------- ----------------- Total liabilities and stockholders' equity 36,136,968 30,818,389 ================= ================= * The consolidated balance sheet as of March 31, 1998 has been summarized from the Company's audited balance sheet as of that date. See accompanying notes to unaudited consolidated financial statements.
3 INMARK ENTERPRISES, INC. Consolidated Statements of Operations Three Month and Six Month Periods Ended September 30, 1998 and September 30, 1997 (Unaudited) Three Months Ended Six Months Ended September 30, September 30, 1998 1997 1998 1997 -------------------- ------------------- ------------------ ---------------- Sales $ 10,151,232 4,925,449 $ 22,403,002 10,844,336 Direct expenses 6,702,499 3,258,798 14,995,703 7,293,434 --------------- --------------- --------------- --------------- Gross Profit 3,448,733 1,666,651 7,407,299 3,550,902 --------------- --------------- --------------- --------------- Salaries 1,097,901 695,190 2,171,322 1,381,897 Selling, general and administrative expense 1,112,631 441,840 2,218,594 916,852 --------------- --------------- --------------- --------------- Total operating expenses 2,210,532 1,137,030 4,389,916 2,298,749 --------------- --------------- --------------- --------------- Operating income 1,238,202 529,621 3,017,383 1,252,153 Interest income (expense), net (127,917) 24,731 (298,553) 64,527 --------------- --------------- --------------- --------------- Income before income taxes 1,110,285 554,352 2,718,830 1,316,680 Provision for income taxes 445,000 131,000 1,088,000 331,256 --------------- --------------- --------------- --------------- Net income $ 665,285 423,352 $ 1,630,830 985,424 =============== =============== =============== =============== Net income per common and common equivalent share: Basic $ .15 $ .12 $ .36 $ .28 =============== =============== =============== =============== Diluted $ .12 $ .09 $ .29 $ .22 =============== =============== =============== =============== Weighted average number of common and common equivalent shares outstanding: Basic 4,479,891 3,544,689 4,477,621 3,544,689 =============== =============== =============== =============== Diluted 5,593,517 4,509,015 5,675,847 4,473,973 =============== =============== =============== =============== Reconciliation of the net income available to common shareholders for the computation of diluted per share is as follows: Net income available to common shareholders on both a basic and diluted basis $ 665,285 423,352 $ 1,630,830 985,424 Reconciliation of weighted average shares used for basic and diluted computation is as follows: Weighted average shares - Basic 4,479,891 3,544,689 4,477,621 3,544,689 Dilutive effect of options and warrants 1,113,626 964,326 1,198,226 929,284 --------------- --------------- --------------- --------------- Weighted average shares - Diluted 5,593,517 4,509,015 5,675,847 4,473,973 =============== =============== =============== =============== See accompanying notes to unaudited consolidated financial statements.
4 INMARK ENTERPRISES, INC. Consolidated Statement of Stockholders' Equity Six months ended September 30, 1998 (Unaudited) Additional Total Common Stock Paid-in Retained Stockholders' par value $.001 Capital Earnings Equity ---------------------------------- ----------- ------------- -------------- Shares Amount ------------- ------------- Balance, March 31, 1998 4,475,326 $ 4,475 $ 5,131,896 $ 5,536,595 $ 10,672,966 Exercise of stock options 5,000 $ 5 5,595 - 5,600 Net income - - - 1,630,830 1,630,830 ------------- ------------- ----------- ------------- -------------- Balance, September 30, 1998 4,480,326 $ 4,480 $ 5,137,491 $ 7,167,425 $ 12,309,396 ============= ============= =========== ============= ==============
See accompanying notes to unaudited consolidated financial statements. 5 INMARK ENTERPRISES, INC. Consolidated Statements of Cash Flows Six Months Ended September 30, 1998 and 1997 (Unaudited) 1998 1997 --------------------- --------------------- Cash flows from operating activities: Net income $ 1,630,830 985,424 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 531,428 180,653 Deferred income taxes - 116,256 Changes in operating assets and liabilities: Increase in contracts receivable (5,606,665) (1,137,484) Decrease in prepaid taxes 205,022 - (Increase) decrease in prepaid expenses and other assets (412,084) 59,510 Decrease in accounts payable (845,929) (286,679) Increase in accrued job costs 4,826,722 1,177,260 Decrease in other accrued liabilities (137,976) (2,294) Decrease in accrued compensation (66,408) (150,653) Decrease in accrued taxes payable (94,260) - ------------------ ----------------- Net cash provided by operating activities 30,680 941,993 ------------------ ----------------- Cash flows from investing activities: Purchases of fixed assets (189,012) (25,231) Costs related to purchase of Optimum Group, Inc. (18,126) - ------------------ ----------------- Net cash used in investing activities (207,138) (25,231) ------------------ ----------------- Cash flows from financing activities: Proceeds from exercise of stock options 5,600 - ------------------ ----------------- Net cash provided by financing activities 5,600 - ------------------ ----------------- Net (decrease) increase in cash (170,858) 916,762 Cash and cash equivalents at beginning of period 1,459,909 1,712,751 ------------------ ----------------- Cash and cash equivalents at end of period $ 1,289,051 2,629,513 ================== ================= Supplemental disclosure: Interest paid during the period $ 335,864 - ================== ================= Income tax paid during the period $ 952,536 74,500 ================== =================
See accompanying notes to unaudited consolidated financial statements. 6 Inmark Enterprises, Inc. and Subsidiaries Notes to the Unaudited Consolidated Financial Statements September 30, 1998 and 1997 (1) Basis of Presentation --------------------- The interim financial statements of Inmark Enterprises, Inc. (the "Company") for the three and six month periods ended September 30, 1998 and 1997 have been prepared without audit. In the opinion of management, such financial statements reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the Company's results for the interim periods presented. The results of operations for the three and six month periods ended September 30, 1998 are not necessarily indicative of the results for a full year. On March 31, 1998, Optimum Group, Inc. ("Optimum"), an indirect wholly-owned subsidiary of the Company, acquired all of the assets and the business and assumed certain of the liabilities of OG Holding Corporation, formerly known as Optimum Group, Inc. (the "Optimum Acquisition"). The Optimum Acquisition has been accounted for as a purchase by the Company as at March 31, 1998. Accordingly, the results of operations discussed below for the three and six month periods ended September 30, 1998 reflect the consolidated operations of the Company including Optimum whereas the operations for the three and six month periods ended September 30, 1997 are that of the Company excluding Optimum. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 1998. (2) Earnings Per Share ------------------ In February 1997, the FASB issued Statement 128, "Earnings Per Share". Statement 128 supersedes APB Opinion No 15, "Earnings Per Share" and specifies the computation, presentation and disclosure requirements for earnings per share ("EPS") for entities with publicly held common stock or potential common stock. It replaces the presentation of primary EPS with the presentation of basic EPS and replaces fully diluted EPS with diluted EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Statement 128 is effective for financial statements for both interim and annual periods ending after December 15, 1997. Earnings per share of common stock for the three and six month periods ended September 30, 1998 has been calculated according to the guidelines of Statement 128 and earnings per share of common stock for 7 the three and six month periods ended September 30, 1997 have been restated to conform with Statement 128. All earnings per share calculations have been adjusted for the five-for-four stock split paid in the form of a stock dividend payable on June 15, 1998 to shareholders of record May 14, 1998. Basic earnings per share for the three and six month periods ended September 30, 1998 have been computed by dividing net income for each of the respective periods by the weighted average number of shares of common stock outstanding for each such period. Diluted earnings per share for the three and six month periods ended September 30, 1998 have been computed by dividing net income for each of the periods by the weighted average number of shares of common stock and common stock equivalents outstanding for each such period, plus the assumed exercise of stock options and warrants, less the number of treasury shares assumed to be purchased from the proceeds of such exercises using the average market price of the Company's common stock during the respective period. Stock options and warrants have been excluded from the calculation of diluted earnings per share in any period in which they would be antidilutive. (3) Unbilled Contracts in Progress ------------------------------ Unbilled contracts in progress represents revenue recognized in advance of billings rendered based on work performed to date on certain contracts. Accrued job costs are also recorded for such contracts to properly match costs and revenue. (4) Income Taxes ------------ The provision for income taxes for the three and six month periods ended September 30, 1998 is based upon the Company's estimated effective tax rate for the year, whereas for the three and six month periods ended September 30, 1997, the provision for income taxes includes approximately $110,000 of deferred tax benefits arising from the reduction of the valuation allowance for deferred tax assets. Item 2. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations. ------------------------- The following discussion compares the Company's consolidated (including Optimum) results of operations for the three and six month periods ended September 30, 1998 to the Company's then consolidated (excluding Optimum) results of operations for the three and six month periods ended September 30, 1997. The information herein should be read together with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 1998. Results of Operations Sales. The Company's sales for the quarter ended September 30, 1998 were $10,151,000, inclusive of $2,927,000 of sales of Optimum, compared to the Company's sales of $4,925,000 for the prior year quarter ended September 30, 1997, an increase of $5,226,000 or 106.1%. Sales for the six months ended September 30, 1998 were $22,403,000, inclusive of $6,173,000 of sales of Optimum, compared to sales of $10,844,000 for the six months ended September 30, 1997, an increase of $11,599,000 or 106.6%. Other than the increase in sales attributable to Optimum, the additional increase in sales for both the quarter and six month 8 period ended September 30, 1998 resulted from the overall increase in contract projects in progress in each of the respective periods compared to the contract projects in progress in the like prior year quarter and six month period. Direct Expenses. Direct expenses for the quarter ended September 30, 1998 were $6,702,000, or 66% of sales, inclusive of $1,715,000 of direct expenses of Optimum, compared to $3,259,000, or 66.2% of sales, for the comparable prior year quarter, an increase of $3,444,000 or 105.7%. Direct expenses for the six months ended September 30, 1998 were $14,996,000, or 66.9% of sales, compared to $7,293,000, or 67.3% of sales, for the comparable prior year period. Other than the increase in direct expenses attributable to Optimum, the additional increase in the amount of direct expenses for both the quarter and six month period September 30, 1998 principally relates to the comparative increase in sales for the period, whereas the decrease in direct expenses as a percentage of sales for both the quarter and six month period ended September 30, 1998 were primarily the result of current Optimum client projects in the aggregate contributing a greater gross profit margin than the mix of the Company's projects in both the respective comparable prior year quarter and six month periods. As a result of these changes in sales and direct expenses, gross profit for both the quarter and six month periods ended September 30, 1998 increased by $1,782,000 and $3,856,000 compared to the prior year respective periods, thereby amounting to $3,449,000 and $7,407,000 for the quarter and six month periods ended September 30, 1997. Operating Expenses. Operating expenses for the quarter ended September 30, 1998 increased by $1,074,000 to $2,211,000 compared to $1,137,000 for the quarter ended September 30, 1997. Operating expenses for the six months ended September 30, 1998 increased by $2,091,000 to $4,390,000 compared to $2,299,000 for the comparable prior year six month period. Operating expenses as a percentage of sales were 21.8% and 23.1%, respectively, for the quarters ended September 30, 1998 and September 30, 1997 and 19.6% and 21.2%, respectively, for the six month periods ended September 30, 1998 and 1997. The increase in operating expenses for the quarter ended September 30, 1998 was primarily the result of (A) the inclusion of $788,000 of operating expenses of Optimum consisting of approximately (i) $272,000 in salaries, bonuses and related employee payroll expenses and (ii) $516,000 of selling, general and administrative expenses which included approximately $150,000 of amortization of goodwill and deferred financing costs associated with the Optimum Acquisition and (B) with respect to the Company, an increase of approximately $286,000 related primarily to the overall increase in the level of operations in the quarter ended September 30, 1998. With the inclusion of the operating expenses of Optimum and the related amortization of the costs related to the Optimum Acquisition, operating expenses as a percentage of sales decreased to 21.8% compared to 23.1% for the prior year quarter ended September 30, 1997. The increase in operating expenses for the six months ended September 30, 1998 was primarily the result of (A) the inclusion of $1,529,000 of operating expenses of Optimum consisting of approximately (i) $610,000 in salaries, bonuses and related employee payroll expenses and (ii) $919,000 of selling, general and administrative expenses which included approximately $300,000 of amortization of goodwill and deferred financing costs associated with the Optimum Acquisition and (B) with respect to the Company, an increase of approximately $562,000 related primarily to the overall increase in the level of operations in the six months ended September 30, 1998. With the inclusion of the operating expenses of Optimum and the related amortization of the costs related to the Optimum Acquisition, operating expenses as a percentage of sales decreased to 19.6% compared to 21.2% for the prior year six month period ended September 30, 1997. Interest Expense/Income. For the quarter and six month periods ended September 30, 1998, the Company incurred net interest expense of approximately $128,000 and $299,000 respectively, on its bank borrowings and notes issued in conjunction with the Optimum Acquisition. For the comparable quarter and six 9 month period of the prior fiscal year, the Company had earned interest income of approximately $25,000 and $65,000 respectively, from short term cash equivalent investments. Provision For Income Taxes. Provisions for federal, state and local income taxes for the quarter and six month period ended September 30, 1998 were based upon the Company's estimated effective tax rate for the fiscal year. In comparison, for the prior year quarter and six month period ended September 30, 1997, provisions for federal, state and local income taxes were based upon the Company's effective tax rate for the fiscal year and included $110,000 of deferred tax benefits expected to be realized arising from the reduction of the valuation allowance for deferred tax assets. Net Income. As a result of the items discussed above, net income for the quarter ended September 30, 1998 was $665,000 compared to net income of $423,000 for the comparable prior year quarter and net income for the six months ended September 30, 1998 was $1,631,000 compared to $985,000 for the six months ended September 30, 1997. Liquidity and Capital Resources. For the six months ended September 30, 1998, all of the Company's activities were funded with existing working capital without the need to further utilize amounts available under its revolving credit bank line. At September 30, 1998, the Company had cash and cash equivalents totaling $1,289,000 and working capital of $4,354,000 compared to cash and cash equivalents of $1,460,000 and working capital of $2,447,000 at March 31, 1998. Stockholders' equity increased to $12,309,000 primarily as a result of the Company's net income for the six months ended September 30, 1998. For the six months ended September 30, 1998, cash provided by operating activities amounted to $31,000 and cash in the amount of $6,000 was received from exercise of stock options, cash used to purchase fixed assets totaled $189,000 and additional cash used related to the Optimum Acquisition amounted to $18,000, thereby resulting in a decrease in cash of $171,000. The Company believes that its current working capital position, together with the current unused amount available under its revolving credit bank line, is sufficient to support its existing and anticipated levels of operation and that its working capital will continue to increase as the Company continues to maintain profitable operations, thereby negating the need for additional external financing. To the extent that the Company should be required to seek external equity or additional debt financing, there can be no assurance that the Company will be able to obtain any such additional funding. Other Matters. The Company has evaluated its computer systems and has determined that its existing computer systems will require an insignificant amount of effort and cost to make them Year 2000 compliant. Accordingly, the Company plans to modify or replace portions of its software prior to March 31, 1999, so that its computer systems will function properly with respect to dates in the year 2000 and thereafter. As the Company's computer systems are PC based, the modifications or replacements necessary to overcome the year 2000 issue are not anticipated to result in any material incremental costs. The Company anticipates that any additional expenditures to complete the implementation will be funded 10 from cash flow generated by operations. With conversions to new software and modifications to existing software, the year 2000 issue should not pose significant operational problems for the Company. The Company does not have any computer systems which are interdependent with the computer systems of its vendors and others with which the Company transacts business. The Company cannot predict the effect of the Year 2000 problem on the vendors and others with which the Company transacts business and there can be no assurance that the effect of the Year 2000 problem on such entities will not have a material adverse effect on the Company's business, operating results and financial position. Forward-Looking Statements. This report contains or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. When used in this report, the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in those forward-looking statements. Factors that could cause actual results to differ materially from the Company's expectations are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 under "Risk Factors", including but not limited to "Dependence on Key Personnel," "Customers," "Competition," "Risk Associated with Acquisitions," "Expansion Risk," "Control by Executive Officers and Directors," "Outstanding Indebtedness; Security Interest," "Shares Eligible for Future Sale," and "Lack of Dividend History." Other factors may be described from time to time in the Company's public filings with the Securities and Exchange Commission, news releases and other communications. The forward-looking statements contained in this report speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 11 PART II - OTHER INFORMATION --------------------------- Items 1, 2, 3 and 5. Not Applicable Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- The Annual Meeting of Stockholders of the Company was held on September 15, 1998 at the Marriott Hotel, 101 James Doolittle Boulevard, Uniondale, New York 11553 at 10:00 a.m. A majority of the Company's voting shares were present at the meeting, either in person or by proxy. At such meeting, the stockholders elected Paul A. Amershadian, John P. Benfield, Donald A. Bernard, Herbert M. Gardner, Joseph S. Hellman and Thomas E. Lachenman to the Board of Directors. All of these individuals will serve on the Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified. Directors Votes For Votes Abstained --------- --------- --------------- Paul A. Amershadian 3,821,952 13,750 John P. Benfield 3,821,952 13,750 Donald A. Bernard 3,821,952 13,750 Herbert M. Gardner 3,821,952 13,750 Joseph S. Hellman 3,821,952 13,750 Thomas E. Lachenman 3,821,952 13,750 Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) Exhibits. Exhibit No. Description of Exhibits ----------- ----------------------- 27 Financial Data Schedule (b) Reports on Form 8-K. None. 12 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. INMARK ENTERPRISES, INC. Dated: November 12, 1998 By: /s/ John P. Benfield ---------------------------------- John P. Benfield, President (Principal Executive Officer) and Director Dated: November 12, 1998 By: /s/ Donald A. Bernard ----------------------------------- Donald A. Bernard, Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) and Director 13 EX-27 2 FDS EX-27
5 0000886475 INMARK ENTERPRISES, INC. 1 6-MOS Mar-31-1999 Apr-01-1998 Sep-30-1998 1,289,051 0 16,539,906 0 0 18,681,181 1,195,791 273,500 36,136,968 14,327,572 9,500,000 0 0 4,480 12,304,916 36,136,968 22,403,002 22,403,002 14,995,703 14,995,703 4,389,916 0 298,553 2,718,830 1,088,000 1,630,830 0 0 0 1,630,830 .36 .29
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