<PAGE> 1
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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
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1996
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: 0-20735
RESTRAC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2935271
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3 ALLIED DRIVE
DEDHAM, MA. 02026
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(617) 320-5600
(REGISTRANT'S TELEPHONE NUMBER)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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:
TITLE OF EACH CLASS
-------------------
Common stock, $.01 par value, shares outstanding at August 21, 1996: 7,877,308
shares
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<PAGE> 2
RESTRAC, INC.
INDEX
PART I -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 1. Financial Statements
Balance Sheets at June 30, 1996 and September 30, 1995........................ 3
Statements of Income for the three and nine months ended: June 30, 1996 and
June 30, 1995................................................................. 4
Statements of Cash Flows for the nine months ended: June 30, 1996 and June 30,
1995.......................................................................... 5
Notes to Financial Statements................................................. 6
Management's Discussion and Analysis of Financial Condition and Results of
Item 2. Operations.................................................................... 8
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings............................................................. 11
Item 2. Changes in Securities......................................................... 11
Item 3. Defaults upon Senior Securities............................................... 11
Item 4. Submission of Matters to a Vote of Security Holders........................... 11
Item 5. Other Information............................................................. 11
Item 6. Exhibits and Reports on Form 8-K.............................................. 12
SIGNATURES.............................................................................. 13
Exhibit # 11............................................................................ 14
</TABLE>
2
<PAGE> 3
RESTRAC, INC.
<TABLE>
BALANCE SHEETS
<CAPTION>
JUNE 30, SEPTEMBER 30,
1996 1995
----------- -------------
(UNAUDITED)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents......................................... $ 4,298,775 $2,966,637
Accounts receivable, less allowance for doubtful accounts of
$350,000 and $300,000 at June 30, 1996 and September 30,
1995........................................................... 3,183,727 3,485,744
Other current assets.............................................. 474,630 454,470
Deferred income taxes............................................. 919,742 718,254
----------- ----------
Total current assets...................................... 8,876,874 7,625,105
PROPERTY AND EQUIPMENT, NET......................................... 1,535,247 1,452,548
OTHER ASSETS........................................................ 28,130 61,160
----------- ----------
Total assets.............................................. $10,440,251 $9,138,813
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Current portion of long-term debt................................. $ 8,772 $ 14,367
Accounts payable.................................................. 735,851 585,471
Accrued expenses.................................................. 2,371,276 2,180,479
Deferred revenue.................................................. 2,626,153 2,526,073
Accrued income taxes.............................................. 234,371 239,900
----------- ----------
Total current liabilities................................. 5,976,423 5,546,290
----------- ----------
DEFERRED INCOME TAXES............................................... 63,777 63,777
----------- ----------
OTHER LIABILITIES................................................... -- 45,119
----------
REDEEMABLE CONVERTIBLE PREFERRED STOCK.............................. 4,052,701 3,842,474
----------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value -- Authorized -- 5,000,000 shares,
Issued and outstanding -- none
Common Stock, $.01 par value -- Authorized -- 30,000,000 shares,
Issued -- 4,561,512 at June 30, 1996 and 4,500,000 shares at
September 30, 1995. ........................................... 45,615 45,000
Additional Paid in Capital........................................ 227,018 160,618
Treasury Stock.................................................... (830,764) (804,970)
Retained Earnings................................................. 905,481 240,505
----------- ----------
Total stockholders' equity (deficit)...................... 347,350 (358,847)
----------- ----------
Total liabilities and stockholders' equity (deficit)...... $10,440,251 $9,138,813
=========== ==========
</TABLE>
The accompanying Notes are an integral part of these Financial Statements
3
<PAGE> 4
RESTRAC, INC.
<TABLE>
STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ---------------------
1996 1995 1996 1995
--------- ------ ---------- ------
<S> <C> <C> <C> <C>
Revenue:
Product revenue............................... $ 3,481 $2,498 $ 9,581 $ 6,631
Services revenue.............................. 2,116 1,370 5,919 3,449
---------- ------ ---------- -------
Total revenue......................... 5,597 3,868 15,500 10,080
Cost of revenue:
Product revenue............................... 299 303 1,231 1,016
Services revenue.............................. 1,297 805 3,489 1,953
---------- ------ ---------- -------
Total cost of revenue................. 1,596 1,108 4,720 2,969
---------- ------ ---------- -------
Gross margin.......................... 4,001 2,760 10,780 7,111
---------- ------ ---------- -------
Operating expenses:
Research and development...................... 594 381 1,458 974
Sales and marketing........................... 2,075 1,566 5,833 3,961
General and administrative.................... 797 441 2,119 1,221
---------- ------ ---------- -------
Total operating expenses.............. 3,466 2,388 9,410 6,156
---------- ------ ---------- -------
Income from operations.......................... 535 372 1,370 955
---------- ------ ---------- -------
Other income.................................... 64 35 165 97
---------- ------ ---------- -------
Income before provision for income taxes........ 599 407 1,535 1,052
---------- ------ ---------- -------
Provision for income taxes...................... 249 163 660 421
---------- ------ ---------- -------
Net income...................................... $ 350 $ 244 $ 875 $ 631
========== ====== ========== =======
Net income per common and common equivalent
share......................................... $ 0.05 $ 0.13
========== ==========
Weighted average number of common and common
equivalent shares outstanding................. 6,914,397 6,921,946
========== ==========
</TABLE>
The accompanying Notes are an integral part of these Financial Statements
4
<PAGE> 5
RESTRAC, INC.
<TABLE>
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
-------------------------
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income........................................................ $ 875,203 $ 630,981
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................. 641,681 257,849
Deferred income taxes, net..................................... (201,488) (96,759)
Loss on disposal of property and equipment..................... -- 9,061
Deferred rent.................................................. (40,000) (48,275)
Changes in assets and liabilities
Accounts receivable....................................... 302,017 38,608
Prepaid expenses/other current assets..................... 123,487 (346,589)
Accounts payable.......................................... 150,380 218,273
Accrued expenses.......................................... 185,680 482,464
Accrued taxes............................................. (5,530) (488,682)
Deferred revenue.......................................... 100,080 1,208,004
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 2,131,510 1,864,935
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............................... (724,381) (805,942)
Increase in other assets.......................................... (110,617) 78,268
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES................ (834,998) (727,674)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations............................. (5,595) (70,458)
Purchase of treasury stock........................................ (25,794) --
Proceeds from exercise of stock option............................ 67,015 --
---------- ----------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES......................................... 35,626 (70,458)
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS........................... 1,332,138 1,066,803
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...................... 2,966,637 2,734,772
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD............................ $4,298,775 $3,801,575
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash used for interest............................................ $ 1,275 $ 9,067
========== ==========
Cash used for income taxes........................................ $ 665,226 $ 829,217
========== ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Dividend Accretion................................................ $ 210,228 $ 210,228
========== ==========
</TABLE>
The accompanying Notes are an integral part of these Financial Statements
5
<PAGE> 6
RESTRAC, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(1) BASIS OF PRESENTATION
The financial statements of Restrac, Inc. (the "Company") presented herein,
without audit except for balance sheet information at September 30, 1995, have
been prepared pursuant to the rules of the Securities and Exchange Commission
for quarterly reports on Form 10-Q and do not include all of the information and
footnote disclosures required by generally accepted accounting principles. These
statements should be read in conjunction with the financial statements and notes
thereto for the year ended September 30, 1995 included in the Company's
prospectus with the Form S-1 filed with the Securities and Exchange Commission
on May 10, 1996, as amended.
The balance sheet as of June 30, 1996, the statements of income for the
three and nine month periods ended June 30, 1996, and 1995, and the statements
of cash flows for the nine month periods ended June 30, 1996 and 1995 are
unaudited but, in the opinion of management, include all adjustments (consisting
solely of normal, recurring adjustments) necessary for a fair presentation of
results for these interim periods.
The results of operations for the three and nine months ended June 30, 1996
are not necessarily indicative of the results to be expected for the fiscal year
ending September 30, 1996.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements reflect the application of certain
significant accounting policies described below and elsewhere in the notes to
the financial statements referenced above.
(a) Revenue Recognition
Product revenue includes software license fees, third-party hardware and
royalty revenue. Services revenue includes customer maintenance fees, training,
installation and consulting. The Company recognizes product and services revenue
in accordance with the provisions of Statement of Position No. 91-1, Software
Revenue Recognition.
Product revenue from software license fees and hardware is recognized upon
delivery provided there are no significant Company obligations remaining and
collectibility of the revenue is probable. If an acceptance period is required,
revenues are recognized upon the earlier of the customer acceptance or the
expiration of the acceptance period, as defined in the applicable software
license agreement.
Services revenue from customer maintenance fees for postcontract support is
recognized ratably over the maintenance term, which is typically 12 months. When
customer maintenance fees are included in an initial software license fee, the
Company allocates 15% of the software license fee to first year maintenance. The
amount allocated to customer maintenance fees for the first year is comparable
to customer maintenance fees charged separately by the Company. Other services
revenue from training, installation and consulting is recognized as the related
services are performed.
Deferred revenue represents payments received by the Company in advance of
product delivery or service performance.
(b) Earnings per Share Calculation
For the three and nine month periods ended June 30, 1996 net income per
common and common equivalent share was based on the weighted average number of
common and common equivalent shares outstanding during the period, computed in
accordance with the treasury stock method, plus the number of shares of common
stock issuable upon the conversion of the redeemable preferred stock and the
number of shares of common stock issued pursuant to the initial public offering
sufficient to generate proceeds for the payment of $569,000 of estimated
redeemable convertible preferred stock dividends payable upon the closing
6
<PAGE> 7
RESTRAC, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
of the initial public offering. The weighted average number of common and common
equivalent shares assumes that common stock options granted and shares issued
one year prior to the initial filing of a registration statement for the
Company's initial public offering are outstanding for the periods presented,
computed in accordance with the treasury stock method. Historical net income per
share data has not been presented, as such information is not considered to be
relevant or meaningful.
(3) SUBSEQUENT EVENTS
On July 26, 1996 the Company completed its initial public offering of
common stock. This offering consisted of 2,500,000 shares of common stock,
1,500,000 shares being sold by the Company and 1,000,000 shares being sold by
certain of the Company's stockholders. The offering price was $11.00 per share.
The net proceeds to the Company are estimated to be $14,745,000 after
consideration of the underwriter's discount and the expenses of the offering.
The Company intends to use the net proceeds of the offering primarily for
working capital and other general corporate purposes. Pursuant to the rights,
preferences and privileges of the redeemable convertible preferred stock, the
556,155 outstanding shares of convertible preferred stock were automatically
converted into 2,502,696 shares of common stock upon the closing of the
Company's initial public offering. Further, accumulated dividends of
approximately $569,000 will be paid to the preferred shareholders.
Certain of the selling stockholders granted to the underwriters a 30-day
option to purchase up to 375,000 additional shares of common stock at the
initial offering price of $11.00 per share to cover over-allotments, if any. On
August 9, 1996 the underwriters exercised this option and purchased the
additional shares.
7
<PAGE> 8
RESTRAC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 1996
RESULTS OF OPERATIONS
Revenue
Total revenue for the three months and nine months ended June 30, 1996 was
$5.6 million and $15.5 million, respectively, as compared to $3.9 million and
$10.1 million for the same periods in fiscal 1995. These increases represent
revenue growth for the corresponding periods of 44.7% and 53.8%, respectively.
The primary contributors to revenue growth during the 1996 periods were
additional product revenue resulting from the sale of a larger number of user
licenses to both new and existing customers and increases in service and
maintenance revenue as a result of the growing installed customer base.
Cost of Revenue
Cost of product revenue decreased as a percentage of product revenue for
the three months and nine months ended June 30, 1996 to 9% and 13%,
respectively, as compared to 12% and 15%, respectively, for the same periods in
fiscal 1995. These decreases were primarily attributable to the Company's
exiting the business of reselling low margin scanning hardware since October
1995, and were partially offset by increases in royalty payments to PeopleSoft
for increased sales of Resume Reader for PeopleSoft during the nine months ended
June 30, 1996.
Cost of services revenue increased as a percentage of services revenue for
the three months and nine months ended June 30, 1996 to 61% and 59%,
respectively, from 59% and 57%, respectively, for the same periods in fiscal
1995. These increases were primarily attributable to increased personnel in the
client services organization, including the addition of a dedicated account
management group which is not revenue generating, and additional costs related
to the Company's training facility opened in June of 1995. Increased services
revenue in the fiscal 1996 periods offset a portion of the impact of these
costs.
As a result of these factors, the Company's gross margin during the third
quarter of fiscal 1996 increased slightly from 71.4% to 71.5% and decreased for
the nine months ended June 30, 1996 from 70.5 % to 69.5% as compared to the
three and nine months ended June 30, 1995, respectively.
Operating Expenses
Research and development expenses were approximately $594,000 or 10.6% of
total revenue during the third quarter of fiscal 1996 as compared to
approximately $381,000 or 9.9% of total revenue during the third quarter of
fiscal 1995. For the first nine months of fiscal 1996, research and development
expenses were approximately $1.5 million or 9.4% as compared to approximately
$1.0 million or 9.7% of total revenue for the first nine months of fiscal 1995.
These increases in absolute dollars were primarily due to increases in both
personnel and consulting expenses in support of the Company's new and existing
product development initiatives. The Company considers increased investment for
research and development to be integral to its future success. The Company plans
to increase its research and development spending in absolute dollars, however
such increases may vary from quarter to quarter as a percentage of total
revenue. All of the Company's research and development costs have been expensed
as incurred.
Sales and marketing expenses were $2.1 million or 37.1% of total revenue
for the third quarter of fiscal 1996 as compared to $1.6 million or 40.5% of
total revenue during the third quarter of fiscal 1995. For the first nine months
of fiscal 1996 sales and marketing expense was $5.8 million or 37.6% of total
revenue as compared to $4.0 million or 39.3% of total revenue for the first nine
months of fiscal 1995. Absolute dollar increases with respect to sales and
marketing operations for both the third quarter and first nine months of fiscal
1996 as compared to the third quarter and first nine months of fiscal 1995 were
due mainly to increases in both sales and marketing personnel and increased
commissions as a result of higher revenue. The Company
8
<PAGE> 9
RESTRAC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 1996 -- (CONTINUED)
expects that sales and marketing expenses will continue to increase in absolute
dollars, however such expenses may vary from quarter to quarter as a percentage
of total revenue.
General and administrative expenses were approximately $797,000 or 14.2% of
total revenue during the third quarter of fiscal 1996 as compared to $441,000 or
11.4% of total revenue during the third quarter of fiscal 1995. For the first
nine months of fiscal 1996, general and administrative expenses were $2.1
million or 13.7% of total revenue as compared to $1.2 million or 12.1% of total
revenue for the first nine months of fiscal 1995. For both the third quarter and
the first nine months of fiscal 1996 as compared to the third quarter and first
nine months of fiscal 1995, these costs increased both in terms of absolute
dollars and as a percentage of total revenue primarily as a result of personnel
increases in support of the Company's growth and infrastructure. To a lesser
extent, increases in the provision for doubtful accounts also contributed to
these increases. The Company expects that general and administrative expenses
will continue to increase in absolute dollars, however such expenses may vary
from quarter to quarter as a percentage of total revenue.
Other Income and Expenses
Other income increased to approximately $64,000 during the third quarter of
fiscal 1996 from $35,000 during the third quarter of fiscal 1995. Other income
increased to $165,000 for the first nine months of fiscal 1996 as compared to
$97,000 for the first nine months of fiscal 1995. These increases were a direct
result of higher cash investment balances during fiscal 1996. The Company
expects that the cash proceeds received as a result of the initial public
offering will contribute to higher investment income in future periods.
The Company's effective tax rate increased from approximately 40% for the
nine months ended June 30, 1995 to 43% for the nine months ended June 30, 1996
primarily due to equity related compensation not tax benefited for financial
statement purposes.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company had cash and cash equivalents of $4.3
million, an increase of $1.3 million from $3.0 million at September 30, 1995.
Working capital was $2.9 million at June 30, 1996 as compared to $2.1 million at
September 30, 1995, an increase of $0.8 million. Cash provided by operating
activities was approximately $2.1 million during the first nine months of fiscal
1996.
On July 26, 1996 the Company completed its initial public offering of
common stock. The net proceeds to the Company are estimated to be $14,745,000,
net of the underwriter's discount and expenses of the offering. The Company
intends to use the net proceeds of the offering primarily for working capital
and other general corporate purposes.
Cash used in investing activities was approximately $835,000 during the
first nine months of fiscal 1996. Investing activities consisted principally of
the purchase of property and equipment (primarily computer equipment and
peripherals), to support the growing employee base and corporate infrastructure.
To date the Company has not invested in derivative securities or any other
financial instruments that involve a high level of complexity or risk. Cash has
been and the Company contemplates that it will continue to be invested in
interest-bearing, investment grade securities.
From time to time, the Company evaluates potential acquisitions of
products, businesses and technologies that may complement or expand the
Company's business. The Company currently does not have any understandings,
commitments or agreements with respect to any such acquisitions. Any such
transactions consummated may use a portion of the Company's working capital or
require the issuance of equity or debt.
9
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RESTRAC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 1996 -- (CONTINUED)
The Company believes that the net proceeds from its initial public
offering, together with its current cash balances and cash provided by future
operations, will be sufficient to meet its working capital expenditure
requirements for the next twelve months. Although operating activities may
provide cash in certain periods, to the extent the Company experiences growth in
the future, its operating and investing activities may use cash. Consequently,
any future growth may require the Company to obtain additional equity or debt
financing.
The Company had a $1.0 million revolving line of credit on June 30, 1996.
Borrowings outstanding under the line are limited to 70% of eligible accounts
receivable, as defined, bear interest at the bank's prime rate (8.25% at June
30, 1996) plus 1%, and are collateralized by all corporate assets. There were no
borrowings outstanding as of June 30, 1996 or as of September 30, 1995. As part
of the loan agreement, the Company is required to maintain certain restrictive
financial covenants, as defined. The revolving line of credit expires on March
1, 1997.
The Company leases office space in several locations. The annual rental
payments remaining under these leases are approximately $230,000 and expire at
varying dates through June 30, 1997.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
This Form 10-Q contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company's actual results could differ
materially from those set forth in the forward looking statements. Factors which
might cause such a difference include those discussed below.
A number of uncertainties exist that could affect the Company's future
operating results, including, among other things, general economic conditions,
the relatively lengthy sales cycle for the Company's products and the relatively
large size of a typical product sale, the timing of the contracts, the
introduction of new products by the Company or its competitors, capital spending
patterns of customers, the Company's sales incentive strategy, the Company's
continued ability to develop and introduce innovative products, pricing
practices of competitors, and the Company's ability to attract and retain key
employees.
10
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RESTRAC, INC.
PART II -- OTHER INFORMATION:
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any legal proceedings other than those
arising in the ordinary course of the Company's business and which management
believes will not materially affect the Company's business or the financial
condition of the Company.
ITEM 2. CHANGES IN SECURITIES
On June 5, 1996, the Company filed a Second Amended and Restated
Certificate of Incorporation, which provided, among other things for (i) an
increase in the number of authorized shares of Common Stock, par value $.01 per
share of the Corporation, to 30,000,000 shares, par value $.01 per share, (ii)
the authorization of 556,155 shares of Convertible Preferred Stock, par value
$.01 per share, and 5,000,000 shares of undesignated preferred stock, par value
$.01 per share.
On July 26, 1996 the Company filed a Third Amended and Restated Certificate
of Incorporation, which provided for the elimination of the Company's authority
to issue Convertible Preferred Stock and a prohibition on action by written
consent of stockholders.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TABLE>
On May 8, 1996, by a unanimous Written Consent of Stockholders in Lieu of a
Special Meeting, the stockholders of the Company unanimously consented to the
following actions: the amendment of the charter and by-laws in conjunction with
the intended public offering; the adoption of the Restrac, Inc. 1996 Stock
Option and Grant Plan and the Restrac, Inc. 1996 Employee Stock Purchase Plan;
and the election of the following directors to serve the Company for the terms
set forth opposite their names:
<CAPTION>
NAME CLASS TERM EXPIRES
---- ----- ------------
<S> <C> <C>
Russell J. Campanello I Annual Meeting following Fiscal 1996
A. Bruce Johnston II Annual Meeting following Fiscal 1997
J. Paul Costello III Annual Meeting following Fiscal 1998
Lars D. Perkins III Annual Meeting following Fiscal 1998.
</TABLE>
ITEM 5. OTHER INFORMATION
None
11
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RESTRAC, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits furnished as Exhibits hereto:
Exhibit 11 -- Statement Regarding: Computation of earnings per Share
Exhibit 27 -- Financial Data Schedule Pursuant to Regulation S-X
Article 5
(b) No reports on Form 8-k were filed by the Company during the quarter
ended June 30, 1996.
12
<PAGE> 13
RESTRAC, INC.
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.
RESTRAC, INC.
Date: August 21, 1996 /S/ LARS D. PERKINS
--------------------------------------
LARS D. PERKINS
Chief Executive Officer
/S/ CYNTHIA G. EADES
--------------------------------------
CYNTHIA G. EADES
Chief Financial Officer
13
<PAGE> 1
RESTRAC, INC.
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AND SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1996
------------------ -----------------
<S> <C> <C>
PRIMARY
Net income (in thousands).......................... $ 350 $ 875
========== ==========
Weighted Average Shares of Common Stock
Outstanding..................................... 3,870,000 3,870,000
Conversion of Preferred Stock...................... 2,502,696 2,502,696
Dilutive Effect of Options Issued prior to
5/10/95......................................... 337,098 344,647
Effect of Cheap Stock Options...................... 152,875 152,875
Shares issuable in IPO to fund Cumulative
Dividends....................................... 51,728 51,727
---------- ----------
Primary weighted average number of common and
common equivalent shares outstanding............ 6,914,397 6,921,945
========== ==========
PRIMARY NET INCOME PER SHARE......................... $ 0.05 $ 0.13
========== ==========
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1996
------------------ -----------------
<S> <C> <C>
FULLY-DILUTED:
Net income (in thousands).......................... $ 350 $ 875
========== ==========
Weighted Average Shares of Common Stock
Outstanding..................................... 3,870,000 3,870,000
Conversion of Preferred Stock...................... 2,502,696 2,502,696
Dilutive Effect of Options Issued prior to
5/10/95......................................... 337,098 344,647
Effect of Cheap Stock Options...................... 152,875 152,875
Shares issuable in IPO to fund Cumulative
Dividends....................................... 51,728 51,727
---------- ----------
Fully weighted average number of common and common
equivalent shares outstanding................... 6,914,397 6,921,945
========== ==========
FULLY-DILUTED NET INCOME PER SHARE................... $ 0.05 $ 0.13
========== ==========
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,298,774
<SECURITIES> 0
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<ALLOWANCES> 350,000
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<PP&E> 3,142,669
<DEPRECIATION> 1,607,421
<TOTAL-ASSETS> 10,440,251
<CURRENT-LIABILITIES> 5,976,423
<BONDS> 0
4,052,701
0
<COMMON> 45,615
<OTHER-SE> 1,132,499
<TOTAL-LIABILITY-AND-EQUITY> 10,440,251
<SALES> 5,596,979
<TOTAL-REVENUES> 5,596,979
<CGS> 4,000,713
<TOTAL-COSTS> 4,000,713
<OTHER-EXPENSES> 3,465,946
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<INTEREST-EXPENSE> 425
<INCOME-PRETAX> 598,831
<INCOME-TAX> 248,500
<INCOME-CONTINUING> 350,331
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 350,331
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
