<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _____________
Commission File Number 1-12909
INTERNATIONAL COMPUTEX, INC.
(Exact name of small business issuer as specified in its charter)
GEORGIA 58-1938206
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5500 INTERSTATE NORTH PARKWAY, SUITE 507
ATLANTA, GA 30328
(Address of principal executive offices)
(770) 953-1464
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [_]
As of August 12, 1997, there were 3,250,000 shares of common stock, $0.001 par
value, outstanding.
Transitional Small Business Disclosure Format
(Check one):
Yes [_] No [x]
1
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INTERNATIONAL COMPUTEX, INC.
INDEX
PART I. Financial Information
Item 1. Financial Statements
Balance Sheets
December 31, 1996 and June 30, 1997
Statements of Income
Three Months and Six Months Ended June 30, 1996 and
June 30, 1997
Statements of Cash Flows
Six Months Ended June 30, 1996 and June 30, 1997
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
PART II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INTERNATIONAL COMPUTEX, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31 June 30
1996 1997
----------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 119,750 $8,305,821
Accounts receivable, net 1,020,319 1,417,972
Prepaid expenses 13,738 8,271
----------- -----------
Total current assets 1,153,807 9,732,064
Property and equipment, net 168,178 383,399
Other assets
Software development costs, net 276,372 530,587
Miscellaneous assets 22,654 22,310
----------- -----------
$ 1,621,011 $10,668,360
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 45,260 $ 186,593
S Corporation distribution payable 772,641
Current portion of long-term debt 4,189 4,000
----------- -----------
Total current liabilities 49,449 963,234
Long-term debt, net of current portion 18,935 17,226
----------- -----------
Total liabilities 68,384 980,460
----------- -----------
Stockholders' equity
Common stock, $.001 par value,
20,000,000 shares authorized;
3,250,000 shares issued and outstanding 2,125 3,250
Additional paid in capital 9,574,328
Retained earnings 1,550,502 110,322
----------- -----------
Total stockholders' equity 1,552,627 9,687,900
----------- -----------
$ 1,621,011 $10,668,360
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
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INTERNATIONAL COMPUTEX, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months ended June 30, Six Months ended June 30,
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Revenues
Services $ 851,028 $1,368,872 $1,662,356 $2,647,191
Software 143,000 223,000
------------ ----------- ------------ ------------
Total revenues 851,028 1,511,872 1,662,356 2,870,191
------------ ----------- ------------ ------------
Operating expenses
Direct costs 312,510 358,639 667,117 683,358
Selling and marketing 97,907 135,314 194,429 240,824
General and administrative 90,549 179,688 197,919 330,928
Depreciation and amortization 7,557 34,500 15,114 59,700
Product development 3,365
Non-cash charge for compensation 442,382
------------ ----------- ------------ ------------
Total operating expenses 508,523 708,141 1,077,944 1,757,192
------------ ----------- ------------ ------------
Income from operations 342,505 803,731 584,412 1,112,999
------------ ----------- ------------ ------------
Other income/(expenses)
Interest income 438 65,183 817 68,359
Interest expense (436,775) (472,325)
------------ ----------- ------------ ------------
Total other income/(expenses) 438 (371,592) 817 (403,966)
------------ ----------- ------------ ------------
Net income before taxes 342,943 432,139 585,229 709,033
Provision for income taxes [Note 2] 45,000 45,000
------------ ----------- ------------ ------------
Net income 342,943 387,139 585,229 664,033
Pro forma provision
for income taxes [Note 2] 129,124 117,916 220,323 222,305
------------ ----------- ------------ ------------
Pro forma net income $ 213,819 $ 269,223 $ 364,906 $ 441,728
============ =========== ============ ============
Pro forma earnings per share $0.09 $0.09 $0.15 $0.16
============ =========== ============ ============
Weighted average common
and common equivalent shares
outstanding 2,357,836 3,112,596 2,357,836 2,737,596
============ =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
4
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INTERNATIONAL COMPUTEX, INC.
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
Six months ended June 30,
1996 1997
<S> <C> <C>
Cash flows from operating activities
Net Income $ 585,229 $ 664,033
---------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 13,437 59,700
Non-cash charge: options 442,382
Non-cash charge: warrants 319,241
Provision for bad debt 23,372
Changes in assets and liabilities
Decrease [Increase] in accounts receivable 344,044 (397,653)
Decrease in prepaid expenses 5,467
Decrease in miscellaneous assets 344
Increase in accounts payable 23,030 66,333
---------- -----------
Total adjustments 403,883 495,814
---------- -----------
Net cash provided by operating activities 989,112 1,159,847
---------- -----------
Cash flows from investing activities
Acquisition of property and equipment (248,521)
Software development costs capitalized (98,190) (280,615)
---------- -----------
Net cash used by investing activities (98,190) (529,136)
Cash flows from financing activities
Principal payments on long-term debt (1,898)
Stockholder distributions paid (415,217) (1,796,124)
Initial public offering proceeds, net 9,353,382
---------- -----------
Net cash provided [used] by financing activities (415,217) 7,555,360
Net increase in cash 475,705 8,186,071
Cash, Beginning of period 80,969 119,750
---------- -----------
Cash, end of period $ 556,674 $ 8,305,821
========== ===========
</TABLE>
See accompanying notes to financial statements.
5
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INTERNATIONAL COMPUTEX, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by
International CompuTex, Inc. (the "Company") in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
financial statements and notes thereto for the year ended December 31, 1996
included in the Company's Registration Statement on Form SB-2 (File No. 333-
21647), as amended (the "Registration Statement"). The financial information
included herein is unaudited; however, the information reflects all adjustments
that are, in the opinion of management, necessary to a fair presentation of the
financial position, results of operations, and cash flows for the interim
periods. Operating results for the six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997.
2. INCOME TAXES
The Company had elected to be treated as an S Corporation pursuant to
the Internal Revenue Code for federal and state income tax purposes. The income
of an S Corporation is taxable and distributable to the individual stockholders
without any further tax consequences. The stockholders revoked the S Corporation
status on April 30, 1997, immediately prior to the closing of the Company's
initial public offering (see Note 4, Termination of S Corporation Status, and
Note 5, Initial Public Offering), and the Company will be taxable as a C
Corporation from that date forward. A pro forma provision for income taxes has
been presented which represents income taxes which would have been provided had
the Company operated as a C Corporation throughout its history.
3. SENIOR DEBENTURES
In January 1997, the Company received proceeds from the sale of Senior
Debentures in the amount of $1,115,000 at 6% interest per annum, payable semi-
annually, with the principal amount due in January 2000. Purchasers of the
Senior Debentures received Warrants from the stockholders of the Company to
purchase 117,368 shares of common stock held by these stockholders at 60% of the
initial public offering price. As a result of its initial public offering and
the terms of the Senior Debentures, the Company prepaid the Senior Debentures
principal with accrued interest of $19,795 in whole on May 5, 1997, and the
stockholders issued 117,368 Warrants at an exercise price of $5.70 per share, or
60% of the initial public offering price of $9.50 per share. The issuance of the
Warrants and prepayment of the Senior Debentures resulted in the Company taking
a non-cash non-recurring charge to interest expense of $319,241. The prepayment
of the Senior Debentures resulted in the Company recognizing interest expense of
$132,650 related to financing costs of the Senior Debentures, primarily sales
commissions.
4. TERMINATION OF S CORPORATION STATUS
On April 30, 1997, the Company's shareholders, in accordance with the
Company's S Corporation Termination, Tax Allocation and Indemnification
Agreement (the "Agreement") dated March 24, 1997, elected to terminate the
Company's status as a S corporation, and the Company became subject to federal
and state income taxes. Under the Agreement, $2,418,765 was distributed to the S
Corporation stockholders by an assignment of accounts receivable and cash
equaling the Company's Accumulated Adjusted Account as of April 30, 1997.
5. INITIAL PUBLIC OFFERING
The Company completed its initial public offering of 1,125,000 shares of
Common Stock at $9.50 per share on May 5, 1997. Net proceeds to the Company
amounted to approximately $9,300,000.
6. RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the 1996 financial
statements to conform with the 1997 financial statement presentation. Such
reclassifications had no effect on net income as previously reported.
6
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This discussion and analysis of financial condition and results of
operations should be read in conjunction with the unaudited financial statements
and the related disclosures included elsewhere herein and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included as part of the Company's Registration Statement on Form SB-2
(Registration No. 333-21647) (the "Registration Statement"), as declared
effective by the Securities and Exchange Commission on April 29, 1997.
FORWARD LOOKING STATEMENTS
The discussion in this Report contains forward looking statements which
are subject to substantial risks and uncertainties. The Company's actual results
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in this section and elsewhere in this Report, and the risks discussed in the
"Risk Factors" section in the Registration Statement.
OVERVIEW
International CompuTex, Inc. ("ICI" or the "Company") is a software
technology company that develops, markets and supports enterprise-wide
client/server solutions. The Company provides consulting and implementation
services for the engineering and manufacturing industries in the areas of
Component and Supplier Management ("CSM") and Information Classification and
Management ("ICAM"). From the time of its incorporation in 1991 through mid-
1996, all Company revenues resulted from computer software-related services with
a primary focus in the area of Product Data Management ("PDM") software
applications. Among other applications, CSM and ICAM are a major part of a PDM
solution. PDM is a system of software applications, used principally by
manufacturing and design companies, which allow management and control of
product-related data from development and design stages through the
manufacturing and post-production marketing phases of a product.
Throughout its history, ICI has provided a wide variety of services to
IBM, including product development and, on a subcontract basis, customer
installation, implementation and customization services relating to IBM's PDM
product, ProductManager. ICI currently derives the great majority of its
revenues from consulting and implementation services rendered directly to IBM or
as a subcontractor to IBM customers.
The Company has recently developed ItemQuest, a proprietary object-
oriented classification and search tool for CSM and ICAM that allows users to
search, select and re-use product data design and manufacturing information
based on engineering and manufacturing attributes. ItemQuest, which has the
flexibility to be integrated into existing software or to operate as a stand-
alone system, enables manufacturers to reduce product development costs and
shorten time to market, factors which increase their competitiveness. Management
believes that the basis for the Company's next stage of growth will be the
development, delivery, support and evolution of ItemQuest. The Company intends
to make the transition from a services oriented business to a combined product
and services business. While the Company is experienced in software development
as part of custom development contracts, it has no previous experience in the
distribution and maintenance of its own product. To be successful with
ItemQuest, the Company plans over the next six to nine months to invest
approximately $3.5 million of the total $9.3 million proceeds of its initial
public offering to develop a strategy for distribution, customer service,
maintenance, pricing, marketing and sales. Functions including training and
defect support must be developed, staffed and maintained.
ICI began development work on ItemQuest in April 1995. In the last
quarter of 1996, the Company began generating ItemQuest revenues from four
customers in a "controlled availability program". The product became generally
available in April 1997. Management anticipates that, beginning in 1998,
substantial service revenues will be generated by customer implementation and
customization of ItemQuest, as well as from ItemQuest license fees. There can be
no assurance, however, that the efforts to develop and market ItemQuest will be
successful. Furthermore, if the development and marketing of ItemQuest is
successful, there can be no assurance as to when ItemQuest revenue will
represent a substantial portion of the Company's revenues.
7
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RESULTS OF OPERATIONS
REVENUES
Revenues increased 73% from $1,662,356 for the six months ended June 30,
1996 to $2,870,191 for the same period in 1997, reflecting continued growth in
the Company's revenues from software services. This increase in operating
revenues was due primarily to the increase in demand for ICI's software
services, particularly related to product development efforts for IBM's
ProductManager, and the increase in billing volume generated by additional
personnel hired to provide those services. All of the Company's revenues in the
six months ended June 30, 1996 were from software services. In the six months
ended June 30, 1997, $223,000 of the total revenues came from license fees paid
by the customers in the ItemQuest controlled availability program, and
$2,647,191 of the total revenues came from services. The Company's business
continued to be heavily reliant on IBM, with 74% of revenues from the six months
ended June 30, 1997, or $2,114,092, compared to 71% of revenues from the six
months ended June 30, 1996, or $1,175,286, for services to IBM or related to
IBM's ProductManager software product.
Revenues increased 78% from $851,028 for the three months ended June 30,
1996 to $1,512,872 for the same period in 1997 as a result of the same factors
responsible for the six month results. In the three months ended June 30, 1997,
$143,000 of the total revenues came from ItemQuest license fees. Revenues from
IBM for the three- month period ended June 30, 1997 were $1,151,380, or 76% of
total revenue, compared to revenues of $700,482, or 82% of total revenues, for
the three-month period ended June 30, 1996.
Management's objectives for the remainder of 1997 and future years are
twofold: 1) increase non-IBM revenues as a percentage of total revenues; and 2)
increase ItemQuest revenues as a percentage of total revenues. The Company
currently intends to allocate out of the proceeds of its initial public offering
$800,000 to marketing and sales and $2,000,000 to product development in order
to implement a comprehensive marketing and development plan for ItemQuest. The
new technologies to be developed include, among other areas, Internet and World
Wide Web capabilities and technological improvements that help to position
ItemQuest in market segments in addition to the PDM market.
DIRECT COSTS
Direct costs for services consisting of payroll related expenses
increased from $667,117, or 40% of revenues, in the six months ended June 30,
1996 to $683,358, or 24% of revenues in the six months ended June 30, 1997. The
increase in direct costs reflects the increased volume of business from 1996 to
1997. The decrease in direct costs as a percent of revenues is primarily due to
increased margins from fixed bid contracts in 1997.
Direct costs for services for the three months ended June 30, 1996
increased from $312,510, or 37% of revenues, to $358,639, or 24% of revenues,
for the three months ended June 30, 1997. As was the case for the six- month
period, the increase in direct costs reflects increased revenues compared to the
previous year, and the decrease in direct costs as a percent of revenues is
primarily due to increased margins from fixed bid contracts in 1997.
SELLING AND MARKETING
Selling and marketing expenses increased 24% from $194,429, or 12 % of
revenues, in the six months ended June 30, 1996 to $240,824, or 8% of revenues,
in the six month period ended June 30, 1997. Payroll related selling and
marketing expenses increased 97% from $64,635 in the six months ended June 30,
1996 to $127,300 in the six months ended June 30, 1997, primarily as a result of
increased sales personnel. Other selling and marketing expenses including
travel, entertainment and trade shows decreased 13% from $129,794 for the six
months ended June 30, 1996 to 113,524 for the six months ended June 30, 1997.
Selling and marketing expenses increased 38% from $97,907, or 12% of
revenues, to $135,314, or 9% of revenues, in the three months ended June 30,
1996 compared to the three months ended June 30, 1997. Payroll related selling
and marketing expenses increased 91% from $33,090 in 1996 to $63,248 in 1997 due
to increased
8
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sales personnel. Other selling and marketing expenses increased 11% from $64,817
in the three months ended June 30, 1996 compared to $72,066 in the three months
ended June 30, 1997, primarily as a result of a trade show the Company attended.
GENERAL AND ADMINISTRATIVE
General and administrative expenses were $330,928, or 12% of revenues,
in the six months ended June 30, 1997 compared to $197,919, or 12% of revenues,
in the six months ended June 30, 1996, an increase of 67%. Payroll related
expenses increased from $22,060 in the 1996 period to $131,548 in the 1997
period as administrative personnel was added, and senior management devoted more
time to capital raising efforts involving the Company's Senior Debentures and
initial public offering resulting in a higher percentage of their salaries
allocated to administration. In addition, the Company opened an office in
Charlotte in March 1997, and rent increased from $37,747 in the six months ended
June 30, 1996 to $49,673 in the six months ended June 30, 1997.
General and administrative expenses were $179,688, or 12% of revenues,
in the three months ended June 30, 1997 compared to $90,549, or 11% of revenues,
in the three months ended June 30, 1996, an increase of 98%. Payroll related
expenses increased from $11,030 in 1996 to $71,836 in 1997 and rent increased
from $20,874 to $27,934, reflecting the same factors influencing the comparable
six month periods for 1996 and 1997.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased 295% from $15,114, or 1% of
revenues, in the six months ended June 30, 1996 to $59,700, or 2% of revenues,
in the six months ended June 30, 1997. The contributing factors for this
increase were additional fixed assets and capitalized software in 1997 versus
1996.
Depreciation and amortization increased 357% to $34,500, or 2% of
revenues, for the three months ended June 30, 1997 compared to $7,557, or 1% of
revenues, for the three months ended June 30, 1996, again reflecting increase
fixed assets and capitalized software.
PRODUCT DEVELOPMENT
The Company expended $280,615, or 10% of total revenues, for product
development in the six months ended June 30, 1997 compared to $101,555, or 6% of
revenues, for the six months ended June 30, 1996, an increase of 176%. This
increase reflected the hiring of additional development personnel for the
Company's ItemQuest product. Of the amounts expended, $280,615 was capitalized
in 1997, and $98,190 was capitalized in 1996. The Company's management
anticipates that product development expenditures for the remainder of 1997 will
be expensed rather than capitalized.
The Company expended $151,235, or 10% of revenues, for product
development in the three months ended June 30, 1997 compared to expenditures of
$80,493, or 10% of revenues, for the three months ended June 30, 1996, an
increase of 88%. This increase reflected the hiring of additional development
personnel for ItemQuest. All of the product development expenditures in both
years were capitalized and were related to the development of the Company's
ItemQuest product.
NON-CASH CHARGE FOR COMPENSATION
In the first quarter of 1997, the Company recognized a non-recurring
non-cash charge for compensation of $442,382, or 15% of total revenues, for the
six months ended June 30, 1997, resulting from stock options granted to
employees in January 1997.
9
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OTHER INCOME/(EXPENSES)
Other income/expenses (net) changed from $817 (interest income) in the
six months ended June 30, 1996 to $403,996 expense (comprised of $68,359 of
interest income and $472,325 of interest expense) in the six months ended June
30, 1997. Other expenses (net) changed from $438 (interest income) in the three
months ended June 30, 1996 to $371,592 expense (comprised of $65,183 of interest
income and $436,775 of interest expense) in the three months ended June 30,
1997. Included in the interest expense amount was a non-recurring non-cash
charge of $319,241 (six month period) and $297,071 (three month period) that was
a result of warrants issued by the Company's original stockholders in connection
with the Company's Senior Debentures. The Company determined that the warrants
issued in connection with the Senior Debentures had a fair market value of $2.72
per warrant or an aggregate of $319,241, based upon 117,368 warrants granted. As
a result of the Company's initial public offering, the Senior Debentures were
prepaid in May 1997, and the balance of the non-cash charge ($297,071) was
recognized in second quarter 1997. This value ascribed to the warrants was
deemed to be a contribution to capital by the original stockholders of the
Company and treated as additional interest paid to the holders of the Senior
Debentures.
An additional non-recurring charge to interest expense of $132,650 was
recognized in the three months ended June 30, 1997 related to financing costs,
primarily underwriting expenses, recognized when the Senior Debentures were
prepaid. The combined non-recurring interest charges were $451,891, or 16% of
revenues, for the six months ended June 30, 1997, and $429,721, or 28% of
revenues, for the three months ended June 30, 1997.
PROVISION FOR INCOME TAXES
The Company had elected to be treated as an S Corporation pursuant to
the Internal Revenue Code for federal and stare income tax purposes. The income
of an S Corporation is taxable to the individual stockholders and is
distributable to the stockholders without any further tax consequences. The
stockholders revoked the S Corporation status on April 30, 1997 immediately
prior to the closing of the Company's initial public offering, and the Company
is taxable as a C Corporation from that date forward. A pro forma provision for
income taxes has been presented which represents income taxes that would have
been provided had the Company operated as a C Corporation throughout its
history. An effective income tax rate of 37.7% has been used for financial
statement purposes both before and after the S Corporation termination.
NET INCOME AND EARNINGS PER SHARE
The Company realized a pro forma net income of $441,728, or $.16 per
share, for the six months ended June 30, 1997 compared to a pro forma net income
of $364,906, or $.15 per share for the six months ended June 30, 1996. Without
the non-recurring charges discussed previously related to stock options and the
Company's Senior Debentures, the pro forma net income would have been $999,483,
or $.37 per share, for the six months ended June 30, 1997.
The Company realized a pro forma net income of $269,223, or $.09 per
share, for the three months ended June 30, 1997 compared to a pro forma net
income of $213,819, or $.09 per share, for the three months ended June 30, 1996.
Without the non-recurring charges, the pro forma net income would have been
$537,562, or $.17 per share, for the three months ended June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Prior to 1997, the primary source of the Company's cash was operations.
In January 1997, the Company issued an aggregate of $1,115,000 in Senior
Debentures. In May 1997, the company completed its initial public offering,
providing approximately $9,300,000 in cash proceeds to the Company. At the
closing of its initial public offering, the Company prepaid the Senior
Debentures principal and accrued interest in whole on May 5, 1997.
10
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Consequently, the composition of the Company's cash flow changed
substantially for the six months ended June 30, 1997 compared to the six months
ended June 30, 1996. Net cash provided by operating activities increased by
$101,114 , or 26%, for the six months ended June 30, 1997 ($495,814) compared to
the six months ended June 30, 1996 ($394,700). Net cash used by investing
activities increased from $98,190 in the six months ended June 30, 1996 to
$529,136 in the six months ended June 30, 1996, an increase of $430,946, or
439%. These investing activities included acquisition of property and equipment
and capitalization of software development costs. Cash flows from financing
activities changed from net cash used in the six months ended June 30,1996 of
$415,217 versus net cash provided of $7,555,360 in the six months ended June 30
1997. Aside from the initial public offering proceeds, the other major item in
this category was S Corporation distributions to stockholders, increasing from
$415,217 in the six months ended 1996 to $1,796,124 in 1997. An additional
$772,641 is owed to the Company's original stockholders as part of the final
distribution to stockholders, reflecting undistributed earnings through the
Company's S Corporation termination date of April 30, 1997. As the remaining
assigned accounts receivable are collected by the Company, the proceeds will be
paid to the S Corporation stockholders.
The Company's initial public offering provided approximately $9,300,000
in cash proceeds to the Company in May 1997. Upon receipt of the offering
proceeds and after such proceeds are applied as described in "Use of Proceeds"
in the Registration Statement, the Company's Management anticipates that it will
have adequate cash to fund operations for at least the next twenty-four months,
although these funds may not be adequate to fully implement the Company's long-
term expansion plans.
11
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PART II. 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 Computation of Pro Forma Earnings Per Share
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter
ended June 30, 1997.
12
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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.
INTERNATIONAL COMPUTEX, INC.
By: /s/ Haim E. Dahan
---------------------
Haim E. Dahan
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Ralph E. Walter
---------------------
Ralph E. Walter
Chief Financial Officer
(Principal Financial Officer)
August 12, 1997
13
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EXHIBIT 11.1
INTERNATIONAL COMPUTEX, INC.
COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three Months Six Months
ended June 30, ended June 30,
1996 1997 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Pro forma net income 213,819 269,223 364,906 441,728
Weighted average number
of common and common
equivalent shares are as
follows:
Weighted average common
shares outstanding 2,125,000 2,875,000 2,125,000 2,500,000
Shares issued from
assumed exercise
of common stock
equivalents (1) 232,836 237,596 232,836 237,596
----------- ----------- ----------- -----------
Weighted average number
of common and common
equivalent shares
outstanding 2,357,836 3,112,596 2,357,836 2,737,596
=========== =========== =========== ===========
Per share data:
Net income $ .09 $ .09 $ .15 $ .16
=========== =========== =========== ===========
</TABLE>
(1) Shares issued from assumed exercise of common stock equivalents include the
number of incremental shares which would result from applying the treasury
stock method.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 8,305,821
<SECURITIES> 0
<RECEIVABLES> 1,417,972
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,732,064
<PP&E> 475,272
<DEPRECIATION> 91,873
<TOTAL-ASSETS> 10,668,360
<CURRENT-LIABILITIES> 963,234
<BONDS> 0
0
0
<COMMON> 3,250
<OTHER-SE> 9,684,650
<TOTAL-LIABILITY-AND-EQUITY> 10,668,360
<SALES> 2,870,191
<TOTAL-REVENUES> 2,870,191
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,757,192
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 403,966
<INCOME-PRETAX> 709,033
<INCOME-TAX> 267,305
<INCOME-CONTINUING> 441,728
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 441,728
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
