<PAGE>
UNITED STATES
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
and Exchange Act of 1934
For the quarter ended: March 31, 1996 or
_____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-27680
-------
INTELLIQUEST INFORMATION GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 74-2775377
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1250 Capital of Texas Highway
Austin, Texas 78746
(512) 329-0808
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
-------------------
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 No X
---- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT APRIL 30, 1996
Series A Common Stock, $.0001 par value 6,489,557
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
March 31, 1996 (unaudited) and December 31, 1995 3
Condensed Consolidated Statement of Operations (unaudited)
Three months ended March 31, 1996 and 1995 4
Condensed Consolidated Statement of Cash Flows (unaudited)
Three months ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K
Signatures 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA
STOCKHOLDERS'
EQUITY
MARCH 31, DECEMBER 31, DECEMBER 31,
1996 1995 1995
---- ---- ----
(UNAUDITED) (NOTE 2)
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and equivalents $26,288 $ 591
Accounts receivable, net 2,586 2,505
Unbilled revenues 1,017 1,599
Projects in process 926 71
Prepaid expenses and other assets 46 27
------- -------
Total current assets 30,863 4,793
Furniture and equipment, net 1,530 1,271
Other assets 75 75
------- -------
Total assets $32,468 $ 6,139
------- -------
------- -------
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable $ 1,417 $ 1,069
Accrued liabilities 1,076 1,263
Deferred revenues 1,553 1,295
Other current liabilities 78 72
------- -------
Total current liabilities 4,124 3,699
Obligations under capital leases and deferred
rent 117 110
------- -------
Total liabilities 4,241 3,809
------- -------
Redeemable convertible preferred stock 0 4,420 0
------- ------- ------
Common Stockholders' Equity (Deficit):
Common stock, $.0001 par value, 30,000,000
shares authorized, no shares issued and outstanding
at December 31, 1995, 6,489,557 at March 31, 1996 1 0 0
Series A common stock, $.01 par value, 20,000,000
shares authorized, 2,737,031 shares issued and
outstanding at December 31, 1995, no shares
authorized or outstanding at March 31, 1996 0 27 1
Series B common stock, $.01 par value, 344,256
shares authorized, no shares issued or outstanding at
December 31, 1995, no shares authorized, issued or
outstanding at March 31, 1996 0 0 0
Capital in excess of par value 30,412 116 5,100
Deferred compensation (57) (61) (61)
Accumulated deficit (2,129) (2,172) (2,172)
------- ------- ------
Total common stockholders' equity (deficit) 28,227 (2,090) $2,868
------- ------- ------
------- ------- ------
Total liabilities, redeemable convertible
preferred stock and common stockholders'
equity (deficit) $32,468 $ 6,139
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------- --------------
<S> <C> <C>
Revenues:
Renewable subscription-based products $1,661 $ 789
Renewable proprietary products 1,394 1,376
Proprietary project research 305 754
------ ------
Total revenues 3,360 2,919
Operating expenses:
Cost of revenues 1,538 1,421
Sales, general and administrative 985 1,013
Product development 522 299
Depreciation and amortization 144 55
------ ------
Total operating expenses 3,189 2,788
------ ------
Operating income 171 131
Interest income (expense), net 13 (2)
------ ------
Income before income taxes 184 129
Provision for income taxes 78 52
------ ------
Net income $ 106 $ 77
------ ------
------ ------
Net income per share $ .02 $ .01
Weighted average shares outstanding 5,195 5,012
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 106 $ 77
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 144 55
Bad debt expense 17 62
Deferred compensation 4 0
Net changes in assets and liabilities:
Accounts receivable and unbilled revenue(s) 484 (1,393)
Prepaid expenses and other assets (23) 8
Projects in process (855) (846)
Accounts payable and accrued expenses 161 270
Deferred revenues 258 1,201
Deferred rent and other (20) 90
------- -------
Net cash provided by (used in) operating
activities 276 (476)
------- -------
Cash flows from investing activities:
Net repayment on notes receivable 11 34
Purchases of equipment and leasehold improvements (356) (94)
------- -------
Net cash used in investing activities (345) (60)
------- -------
Cash flows from financing activities:
Proceeds from issuance of common stock 25,787 0
Repayments of principal on capital lease obligations (21) (11)
------- -------
Net cash provided by (used in) financing activities 25,766 (11)
------- -------
Net increase (decrease) in cash and equivalents 25,697 (547)
Cash and equivalents at the beginning of the period 591 720
------- -------
Cash and equivalents at the end of the period $26,288 $ 173
------- -------
Supplemental cash flow disclosures:
Interest paid 3 4
Property and equipment acquired under capital leases 47 0
Taxes paid 230 2
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL AND BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited financial statements include the accounts of
IntelliQuest Information Group, Inc., a Delaware corporation, and its
consolidated subsidiaries (collectively, the "Company"). The Company provides
international quantitative market information to high technology companies.
In March 1996, the Company completed an initial public offering in
which the Company sold 1,635,000 shares of its common stock for net proceeds
to the Company of $25.8 million. Upon closing of the initial public offering,
each outstanding share of the Company's Series A Redeemable Convertible
Preferred Stock and Series B Redeemable Convertible Preferred Stock was
automatically converted into one share of common stock of the Company and
outstanding warrants were exercised to purchase common stock of the Company
resulting in the issuance of 2,117,526 shares of common stock.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission and, accordingly, do not include all information and
notes required under generally accepted accounting principles for complete
financial statements. In the opinion of management, the accompanying unaudited
interim consolidated financial statements contain all adjustments consisting
of a normal recurring nature, necessary for a fair presentation of the
financial position of the Company as of March 31, 1996 and the results of
the Company's operations and its cash flows for the three-month period ended
March 31, 1996 and 1995. This report on Form 10-Q should read in conjunction
with the Company's audited financial statements for the year ended December
31, 1995 and notes included therein. The results of operations for interim
periods are not necessarily indicative of the results of operations to be
expected for the year.
2. CONVERTIBLE PREFERRED STOCK AND UNAUDITED PRO FORMA STOCKHOLDERS'
EQUITY
Series A and B Redeemable Convertible Preferred Stock is presented net
of issuance costs and approximates redemption value. The conversion of all
preferred stock into 1,853,046 shares of common stock and the exercise of
outstanding warrants into 264,480 shares of common stock upon the closing of
the initial public offering has been reflected in the pro forma stockholders'
equity in the balance sheet at December 31, 1995 as if they were converted on
that date.
3. EARNINGS PER SHARE
Earnings per share for the three-month period ended March 31, 1996 is
computed based upon the weighted average number of common and common
equivalent shares outstanding during the period. Earnings per share for the
three-month period ended March 31, 1995 represented pro forma earnings per
share which gives effect to certain adjustments described below. In conformity
with Securities and Exchange Commission requirements, common and common
equivalent shares issued during the twelve-month period prior to the filing of
the registration statement for the initial public offering have been included
in the March 31, 1995 calculations as if they were outstanding for the entire
period, using the treasury stock method and the initial public offering price
of $17.00 per share. Additionally, 1,055,718 shares of Series A Redeemable
Convertible Preferred Stock, 797,328 shares of Series B Redeemable
Convertible Preferred Stock were assumed to have been converted to an equal
number of shares of common stock and warrants to purchase 264,480 shares of
common stock were assumed to have been exercised at the time of issuance.
6
<PAGE>
INTELLIQUEST INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. CASH EQUIVALENTS AND INVESTMENTS
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Short and long-term investments consist primarily of U.S. government
debt securities with readily determinable fair market values. In accordance
with Statement of Financial Accounting Standard No. 115, "ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES", the Company's investments
are classified as available-for-sale and accordingly, are reported at fair
value, with unrealized gains and losses reported net of taxes as a separate
component of common stockholders' equity. Unrealized gains and losses at
March 31, 1996 were not material.
***
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS SECTION CONTAINS FORWARD-LOOKING STATEMENTS (IDENTIFIED WITH AN
ASTERISK "*") THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL
RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FOR A MORE COMPLETE DISCUSSION OF THE FACTORS
THAT MIGHT CAUSE SUCH A DIFFERENCE, SEE "RISK FACTORS" IN THE COMPANY'S
INITIAL PUBLIC OFFERING PROSPECTUS (THE "PROSPECTUS"), CONTAINED IN THE
REGISTRATION STATEMENT ON FORM S-1 (NO. 333-00844).
OVERVIEW
IntelliQuest Information Group, Inc. (the "Company") is a leading
provider of quantitative market information to technology companies. The
Companies provides timely, objective, accurate and cost-effective information
about technology markets, customers and products on both a subscription
basis and a proprietary project basis. The Company's renewable
subscription-based products are derived from two product lines: IntelliTrack
IQ-TM- and Computer Industry Media Study-TM- (CIMS). IntelliTrack IQ-TM- is a
subscription-based service covering a variety of technologies and geographic
markets. The Company anticipates expanding IntelliTrack IQ-TM- products
during 1996 to cover additional technologies and new geographic regions in an
effort to increase leverageable fixed investments.* CIMS is annual study that
measures the readership and viewership habits of technology purchase
influencers. Renewable proprietary product revenues typically consist of
revenues from proprietary recurring tracking studies, customer registration
programs and services and the IntelliQuest Brand Tech Forum. Proprietary
project research provides customized information to customers utilizing a
variety of proprietary models, research techniques and data collection
methods.
RESULTS OF OPERATIONS
REVENUES. Total revenues increased 15.1% for the quarter ended March
31, 1996 to $3.4 million from $2.9 million during the same period in 1995.
This increase was primarily due to an increase in subscription-based product
revenues of 110.5% from $789,000 during the quarter ended March 31, 1995 to
$1.7 million for the same period in 1996. This increase in subscription-based
revenues was generated by several factors including the timing of contract
closure and an increase in base subscriptions. The Company has focused on
closing annual contracts on a more timely basis during 1996, which the
Company hopes will result in a smoother revenue stream for subscription-based
products during the year.* Subscription-based revenues from the Company's
CIMS product are deferred until the actual release date, which is anticipated
to occur during the third quarter of 1996.* Renewable proprietary products
revenues remained essentially
- - -------------------------
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
8
<PAGE>
constant at approximately $1.4 million during the first quarter of 1996 as
compared to the same period in 1995, resulting from a combination of an
increase in a customer registration revenues offset by a decrease in
proprietary tracking revenues. The Company anticipates that customer
registration revenues will continue to increase during the remainder of 1996,
however such revenues are primarily a function of the timing of customer
shipments over which the Company has no control.* The decrease in
proprietary tracking revenues was caused by a timing issue associated with a
certain proprietary tracking project for which anticipated first quarter
revenues were delayed to future quarters. Revenues for proprietary
project research decreased 59.5% from $754,000 during the quarter ended March
31, 1995 to $305,000 during the same period in 1996. The Company is
experiencing a migration of this business to its Technology Panel, which the
Company believes is a more efficient and cost effective method of performing
research.
International revenues (revenues generated by research performed on
geographical regions outside of the U.S.) were $1.4 million (42.5% of total
revenues) and $701,000 (24.0% of total revenues) for the quarters ended March
31, 1996 and 1995, respectively. The majority of this increase was due to
more expedient closure of international subscription-based products contracts
during 1996, as discussed above. The increase is also due to increased
customer registration revenues offsetting decreased renewable proprietary
tracking revenues, as discussed above. The Company expects that revenues from
international market research will continue to account for a significant
portion of its revenues and intends to continue to expand its international
market research efforts.* Any material decline in the Company's ability to
provide and market timely, high-quality data that is consistent across
international markets would have a material adverse effect on the Company's
results of operations.
COSTS OF REVENUES. Costs of revenues are primarily composed of data
collection, labor charges and other costs directly attributable to products
or projects. Costs of revenues increased 8.2% from $1.4 million (48.7% of
total revenues) to $1.5 million (45.8% of total revenues) during the quarters
ended March 31, 1995 and 1996, respectively. The decrease as a percentage of
total revenues was mainly due to the increase in subscription-based revenues
(see discussion above) which is a highly leverageable business, allowing
costs of revenues to remain fairly constant even as revenues fluctuate.
SALES, GENERAL AND ADMINISTRATIVE EXPENSES. Sales, general and
administrative expenses consist primarily of personnel and other costs
associated with sales, marketing, administration, finance, information
systems, human resources and general management. Sales, general and
administrative expense decreased 2.8% to $985,000 (29.3% of total revenues)
during the quarter ended March 31, 1996 from $1.0 million (34.7% of total
revenues) during the same period in 1995. The Company anticipates that these
costs will increase as a result of additional expenses associated with
becoming a public company and the expansion of its sales and marketing
departments.* The Company has historically
- - -------------------
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations.
<PAGE>
relied on customer referrals, supplemented by its own sales and marketing
efforts, to generate the majority of its revenue growth.
PRODUCT DEVELOPMENT EXPENSES. Product development expenses are composed of
resources, primarily labor, dedicated to the development of new products and
proprietary processes. Product development expenses increased to $522,000
during the first quarter of 1996 from $299,000 during the same period last
year, a 74.6% increase. The increase was due to the Company's increased
development efforts concentrated on the completion of two new products. The
Company will continue to give priority to development of these products
throughout 1996.*
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
161.8% from $55,000 during the three months ended March 31, 1995 to $144,000
during the same period in 1996. This increase was due to a high level of
capital equipment acquisitions during the first quarter of 1996 including
establishing two new data collection facilities and installing corporate-wide
standardized computer platforms, networks and software to accommodate more
efficient data communications.
INCOME TAXES. Income taxes represented 40.3% of income before income taxes
for the quarter ended March 31, 1995 and 42.4% for the same period in 1996.
The increase was due to a one-time charge to income for state income tax based
on a final determination of taxable jurisdiction. The Company anticipates
that the rate will return to approximately 40.5% for future periods.*
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, cash and cash equivalents totaled $26.3 million, an
increase of $25.7 million over the December 31, 1995 total of $591,000. The
increase was due to the closing of the Company's initial public offering in
March 1996 which provided net proceeds of $25.8 million.
Operating activities generated cash of $276,000 during the quarter ended
March 31, 1996 as compared to $476,000 cash used in operating activities
during the same period of 1995. The increase in cash provided was mainly due
to increased earnings combined with typical activity in accounts receivable,
unbilled revenues and deferred revenues.
Pursuant to the billing terms between the Company and its customers, the
Company typically bills customers for products or projects before they have
been delivered. Billed amounts are recorded as deferred revenues on the
Company's financial statements and are recognized as income when earned. As
of March 31, 1996 and 1995, the Company had $1.6 million and $3.2 million of
deferred revenues, respectively. In addition, when work is performed in
advance of billing, the Company will record this work as unbilled revenue.
As of March 31, 1996 and 1995, the Company had $1.0 million and $2.0 million,
respectively, of unbilled revenues. Substantially all deferred and unbilled
revenues will be earned and billed, respectively, during the following year.
________________
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
<PAGE>
Investing activities consumed $345,000 and $60,000 for the quarters ended
March 31, 1996 and 1995, respectively. The increase in expenditures was the
result of several factors including a high level of equipment, furniture and
leasehold improvement acquisitions during the first quarter of 1996 resulting
from the establishment of two new data collection facilities and installation
of corporate-wide standardized computer platforms, networks and software to
accommodate more efficient data communications. The Company will be expanding
its United Kingdom data collection facilities during the second quarter and
expects to make any other necessary purchases to accommodate future growth,
if any.*
The Company periodically considers acquisitions of companies that provide
products or services not offered by the Company, have strategic customer
relationships, are located in attractive geographic locations or have
proprietary technologies. The Company may undertake one or more such
acquisitions during 1996.* At present, however, it has no commitments or
agreements with respect to any such acquisition.
Financing activities provided cash of $25.8 million for the quarter ended
March 31, 1996, as compared to cash used of $11,000 during the same period of
1995. This cash flow was generated by net proceeds from the Company's initial
public offering that closed in March 1996.
The Company's purchase obligations consist of standard operating
expenditures including certain capital and operating lease commitments. The
Company's primary source of liquidity, other than cash, cash equivalents and
accounts receivable, consists of a revolving credit facility with a bank of $3
million, all of which was available at March 31, 1996, subject to compliance
with certain covenants. The Company was in compliance with all such covenants
at March 31, 1996 and will soon begin negotiations to renew this agreement on
or before its expiration date of October 30, 1996.* The Company believes that
the liquidity provided by existing cash, cash equivalents, accounts
receivable and the borrowing arrangement described above will be sufficient
to meet the Company's cash requirements for fiscal 1996.* However, the
Company believes the level of financial resources is a significant
competitive factor and may choose at any time to raise additional capital
through debt or equity financings to strengthen its financial position,
facilitate growth and provide the Company with additional flexibility to take
advantage of business opportunities that may arise. There can be no assurance
that the Company will be able to obtain such funding on favorable terms, if
at all.
RISK FACTORS
The Company's operating results in any particular fiscal period have
fluctuated in the past and will likely fluctuate significantly in the future
due to various factors.
The Company anticipates that customer registration revenues will continue
to increase during the remainder of 1996; however, such revenues are
primarily a function of the timing of customer shipments, over which the
Company has no control.* Thus, delays in customer orders or acceptance of
custom software applications for customer
________________
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
<PAGE>
registration could have a material adverse affect on future quarters'
revenues and operating results.
Substantially all revenues and expenses attributable to CIMS for a
particular year are recognized in the third quarter of that year, when the
final study is usually completed and delivered. Although the Company does not
anticipate it at this time, a delay in delivering the final study could
postpone recognition of such revenues and expenses until the fourth quarter,
which would materially affect revenue and operating results for the third and
fourth quarters.*
A large majority of the Company's customer contracts terminate after one
year and are renewable at the discretion of the customer, although no
obligation to renew exists. At this time, the Company has no reason to
believe that there will be any material contracts which will not be renewed
or the renewal of which will be delayed during fiscal 1996.* However, to the
extent that customers fail to renew or defer their renewals, the Company's
quarterly revenues and operating results may be materially adversely affected.
The Company believes its success will depend in part upon its ability to
anticipate and satisfy customer demand for new products and services and
information about additional geographic areas. As a result, the Company expects
to continue expending significant resources to develop its proprietary
customer registration/response software products, to develop Internet-based
information collection tools and information services and to expand the
Company's ability to improve its operations and systems, manage the quality
of its products, and market its new products.* Factors such as the Company's
ability to improve its operations and systems, manage the quality of its
products, and market its new products under possible price pressures and
increased competition could have a material adverse affect on results of
operations.
Although the Company has historically relied on customer referrals
supplemented by its own sales and marketing efforts to generate the majority
of its revenue growth, it anticipates expending significant resources to
develop a more traditional direct sales model which it believes is necessary
to facilitate its growth as it develops new products and services targeted at
broader-based market segments.* Thus, the Company's future operating results
may be materially affected by its unproven ability to hire, train, deploy and
manage an increasingly large direct sales force.
In addition, the Company relies on a limited number of key customers for
the majority of its revenues. Therefore, consolidation among its top
customers or the loss of one or more of its large customers or a significant
reduction in business from such customers could have a material adverse
affect on future results of operations.
As the Company expands geographically, it anticipates increased exposure
to foreign currency rate fluctuations.* The Company expects to address its
exposure as needed to reduce or eliminate potential losses associated with
this growth.* However, potential fluctuations in the value of the U.S. dollar
as compared to other various currencies in which the Company operates
facilities could have an adverse affect on results of operations.
_____________
* This statement is a forward-looking statement reflecting current
expectations. There can be no assurance that the Company's actual future
performance will meet the Company's current expectations due to factors
described in this Management's Discussion and Analysis of Financial Condition
and Results of Operations and in the Prospectus.
<PAGE>
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Statement re: computation of per share earnings.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED May 14, 1996
IntelliQuest Information Group, Inc.
(Registrant)
James Schellhase
Chief Operating Officer and Chief Financial Officer
<PAGE>
EXHIBIT 11.1
INTELLIQUEST INFORMATION GROUP, INC.
STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
(in thousands, except per share data)
FOR THE THREE MONTHS
ENDED
MARCH 31, 1996
----------------
Net income available to common stockholders.................... $ 106
------
Weighted average shares outstanding:
Common stock................................................. 2,917
Common stock issued upon exercise of options granted through
March 31, 1996(2)........................................... 189
Common stock issued upon conversion of preferred stock upon
closing of the initial public offering...................... 1,853
Common stock issued upon exercise of warrants upon closing
of the initial public offering(2)........................... 236
------
Weighted average common shares and equivalents................. 5,195
------
Net income per share........................................... $ .02
------
- - ------------
(1) This exhibit should be read in conjunction with Note 3 of Notes to
Condensed Consolidated Financial Statements.
(2) Stock options granted and warrants exercised, using the treasury stock
method, have been included in the calculation of the common stock equivalent
shares.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS OF THE
COMPANY AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 26,288
<SECURITIES> 0
<RECEIVABLES> 2,639
<ALLOWANCES> 321
<INVENTORY> 0
<CURRENT-ASSETS> 30,863
<PP&E> 2,721
<DEPRECIATION> 1,191
<TOTAL-ASSETS> 32,468
<CURRENT-LIABILITIES> 4,124
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 28,226
<TOTAL-LIABILITY-AND-EQUITY> 32,468
<SALES> 0
<TOTAL-REVENUES> 3,360
<CGS> 0
<TOTAL-COSTS> 1,538
<OTHER-EXPENSES> 1,651
<LOSS-PROVISION> 17
<INTEREST-EXPENSE> 3
<INCOME-PRETAX> 184
<INCOME-TAX> 78
<INCOME-CONTINUING> 106
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 106
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
