COMPUTRAC INC
10-Q, 1995-12-14
COMPUTER INTEGRATED SYSTEMS DESIGN
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       ___________________________________________________________________
       ___________________________________________________________________
         
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                  ________________

                                      FORM 10-Q

       [X]        Quarterly Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934

                   For the Quarterly Period Ended October 31, 1995

                                         OR

       [   ]      Transition Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934


                            Commission file number 1-9115


                                   COMPUTRAC, INC.
               (Exact name of registrant as specified in its charter)

                                TEXAS                  75-1540265
                           (State or other            (I.R.S. Employer
                           jurisdiction of             Identification No.)
                           incorporation or
                           organization)

                                 222 Municipal Drive
                              Richardson, Texas  75080
                      (Address of principal executive offices)

                            Telephone No. (214) 234-4241

                                  ________________

                (Former name, former address and former fiscal year,
                           if changed since last report.)
                                  ________________

       Indicate by check  mark whether  the registrant  (1) has  filed all
       reports required  to  be  filed  by  Section 13  or  15(d)  of  the
       Securities Exchange Act of 1934 during the  preceding 12 months (or
       for such shorter  period that the  registrant was required  to file
       such reports) and (2) has been subject  to such filing requirements
       for the past 90 days:  Yes   X    No _____

       As of  November  30,  1995  there  were  6,196,060  shares  of  the
       registrant's $.01 par value common stock outstanding.
        _________________________________________________________________
        _________________________________________________________________

       <P>
                                 CompuTrac, Inc.

                                       INDEX

                        PART I.      FINANCIAL INFORMATION

                                                                 Page No.

       Item 1.        Financial Statements:

                      Consolidated Balance Sheets -
                      October 31, 1995 (unaudited) and
                      January 31, 1995                           3-4

                      Consolidated Statements of Operations -
                       Three-month and nine-month periods ended
                       October 31, 1995 and 1994 (unaudited)       5

                      Consolidated Statements of Cash Flows -
                       Nine-month period ended October 31, 1995
                       and 1994 (unaudited)                      6-7
                  
                      Notes to Consolidated Financial Statements 
                       (unaudited)                                 8

       Item 2.        Management's Discussion and Analysis of
                       Financial Condition and Results of
                       Operations                               9-10

       Item 3.        Exhibit I - Annual Report to Shareholders 
                           for the fiscal year ended January 31, 1995



                         PART II.      OTHER INFORMATION

       Item 6(a.)     Exhibits                                    11

       Item 6(b.)     Reports on Form 8-K                         11

                 Signatures                                       12
       ______

       Note:  Items 1 through 5 of Part II are omitted because they are
       not applicable.

       <P>
       <TABLE>
                                 CompuTrac, Inc.

                           CONSOLIDATED BALANCE SHEETS

                                      ASSETS
       <CAPTION>
                                                       October 31,    January 31,
                                                           1995           1995
                                                        (unaudited)
       <S>                                             <C>            <C>
       Current assets:

         Cash and cash equivalents                   $    1,575,360  $  1,499,733

         Short-term investments                           3,990,704     2,881,030

         Accounts receivable, net of allowance of
           $19,000 and $286,000 at October 31, and
           January 31, 1995, respectively                   779,868     1,160,516
            
         Unbilled revenue                                   341,438       966,102

         Other current assets                               350,746       482,608

            Total current assets                          7,038,116     6,989,989

       Property, furniture and equipment, and
        capitalized software, at cost, net of
        accumulated depreciation and amortization
        of $8,768,174 and $8,129,094 at October 31,
        and January 31, 1995, respectively                3,251,171     3,248,916

       Other assets                                         380,396       338,120
          Total assets                               $   10,669,683  $ 10,577,025






       See accompanying Notes to Financial Statements (unaudited) and
       Management's Discussion and Analysis of Financial Condition and Results of
       Operations. 
       </TABLE>
       <PAGE>
       <TABLE>
                                 CompuTrac, Inc.

                           CONSOLIDATED BALANCE SHEETS

                       LIABILITIES AND SHAREHOLDERS' EQUITY

       <CAPTION>
                                                            October 31,  January 31,
                                                               1995          1995
                                                            (unaudited)
       <S>                                                 <C>           <C>

       Current liabilities:

           Accounts payable                               $     266,842 $    398,485
           Accrued expenses                                     370,882      268,366
           Accrued contract completion costs                    214,100      388,155
           Accrued contract settlement liabilities                           312,571
           Deferred systems revenues                             78,379      130,998
           Short-term portion of mortgage note payable           68,076       63,412
                Total current liabilities                       998,279    1,561,987
           Long-term portion of mortgage note payable           292,081      343,737
               Total liabilities                              1,290,360    1,905,724

        Shareholders' equity:

           Preferred stock, $1.00 par value, 2,000,000 
            shares authorized, no shares issued and    
            outstanding Common stock, $.01 par value,  
            13,000,000 shares authorized, 6,534,317 and
            6,910,692 shares issued, respectively                65,343       69,107
           Additional paid-in capital                         8,408,556    9,947,369
           Retained earnings                                  2,067,211    1,507,343
                                                             10,541,110   11,523,819

           Less:

           Treasury stock, 342,106 and 839,256 shares,
           at cost, respectively                              1,161,787    2,852,518
              Total shareholders' equity                      9,379,323    8,671,301
              Total liabilities and shareholders' equity  $  10,669,683 $ 10,577,025





       See accompanying Notes to Financial Statements (unaudited) and Management's
       Discussion and Analysis of Financial Condition and Results of Operations.
       </TABLE>
       <PAGE>
       <TABLE>
                                 CompuTrac, Inc.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

       <CAPTION>
                                            Three-month period        Nine-month per
                                            ended October 31,         ended October 
                                            1995         1994         1995         1
       <S>                                <C>         <C>          <C>          <C>
       Operating revenues:
           System sales                 $   131,078  $   248,148  $   555,745  $1,12
           Services and support           1,137,533    1,266,809    3,442,212   4,14
                                          1,268,611    1,514,957    3,997,957   5,27
       Costs and expenses:
           Cost of systems hardware          81,245      149,594      355,351     61
           Operating expenses               482,932      322,939    1,576,783   1,36
           Selling, general and
            administrative expenses         489,756      748,508    1,548,124   2,22
           Software development costs        48,200      192,000      151,400     50
                                          1,102,133    1,413,041    3,631,658   4,70

       Operating income from
           continuing operations            166,478      101,916      366,299     56
       Other income                          57,506        4,211      193,569      1
       Income from continuing
           operations before taxes          223,984      106,127      559,868     58
       Provision for income taxes                 0            0            0
       Income from continuing       
          operations                    $   223,984  $   106,127  $   559,868  $  58

       Discontinued operations, net
           of related income taxes:
            Loss from discontinued
             operations of MediaMagic   $         0  $         0  $         0  $(236
            Loss on disposal of     
               MediaMagic                         0            0            0   (259
           Income (loss) from
              discontinued operations             0            0            0   (495

           Net income                   $   223,984  $   106,127  $   559,868  $   8

           Income from continuing
            operations per common
             share                      $       .04  $       .02  $       .09  $
           Income (loss) from
            discontinued operations
            per common share                    .00          .00          .00
                                            -------    --------      -------      --
           Net income                           .04          .02          .09
                                               ====       =====         ====        

       Weighted average shares
            outstanding:                  6,323,371    6,051,369    6,270,140   6,04



       See accompanying Notes to Financial Statements (unaudited) and Management's
       Discussion and Analysis of Financial Condition and Results of Operations.

       </TABLE>
       <PAGE>
       <TABLE>
                                 CompuTrac, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

       <CAPTION>
                                                                 Nine-month period
                                                                 ended October 31,
                                                                1995         1994
       <S>                                                   <C>          <C>
       Cash flows from operating activities:

           Net income                                       $   559,868 $      88,38

           Adjustments to reconcile net income to net cash
              provided by operating activities:
                  Depreciation and amortization                 665,888       728,94
                  Write-off of fixed assets from
                   discontinued operations                                    123,79
           Cost, net of depreciation, of computer
              equipment included in cost of sales                37,922
           Changes in current assets and liabilities:
              Accounts receivable                               380,648       185,95
              Unbilled revenues                                 624,664     1,714,78
              Partial shipments                                                53,38
              Current deferred taxes                                          388,52
              Other current assets                              131,862       993,95
              Accounts payable                                (131,643)     (657,823
              Accrued expenses                                (384,110)   (1,108,352
              Deferred systems revenue                         (52,619)     (493,529

           Net cash provided by operating activities          1,832,480     2,018,01





       See accompanying Notes to Financial Statements (unaudited) and Management's
       Discussion and Analysis of Financial Condition and Results of Operations.
       </TABLE>
       <PAGE>
       <TABLE>
                                 CompuTrac, Inc.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (Unaudited)
       <CAPTION>
                                                             Nine-month period
                                                             ended October 31,
                                                            1995           1994
       <S>                                              <C>             <C>
       Cash flows from investing activities:

           Additions to property, furniture and
             equipment and capitalized software costs  $   (706,064)  $   (322,544)
           (Purchase) of short-term investment           (1,109,674)    (1,917,954)
           (Increase) in other assets                       (42,276)      (326,259)
           Net cash used in investing activities         (1,858,014)    (2,566,757)

       Cash flows from financing activities:

           Issuance of common stock                          154,923         33,289
           Additions to treasury shares                      (6,770)
           Payments of mortgage note payable                (46,992)      (615,808)
           Net cash provided by (used in) financing
           activities                                        101,161      (582,519)
           Net increase (decrease) in cash                    75,627    (1,131,261)
           Cash and cash equivalents at beginning of
           period                                          1,499,733      2,668,076

           Cash and cash equivalents at end of period  $   1,575,360  $   1,536,815

           Supplemental disclosures of cash flow
              information:
             Interest expense paid                     $      19,827  $     108,160




       See accompanying Notes to Financial Statements (unaudited) and Management's
       Discussion and Analysis of Financial Condition and Results of Operations.
       </TABLE>
       <PAGE>
                                CompuTrac, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


       (1)  The unaudited  consolidated  financial  information  furnished
            herein reflects  all  adjustments  which  in  the  opinion  of
            management  are  necessary  to  fairly   state  the  Company's
            financial position, the changes in its  financial position and
            the results of its operations for the periods presented.  This
            report on Form  10-Q should  be read  in conjunction  with the
            Company's financial statements  and notes thereto  included on
            pages  8  through  23  of  the   Company's  Annual  Report  to
            Shareholders for the fiscal year ended January  31, 1995.  The
            Company  presumes   that  users   of  the   interim  financial
            information herein  have read  or have  access to  the audited
            financial statements for  the preceding  fiscal year  and that
            the adequacy  of  additional  disclosure  needed  for  a  fair
            presentation may be  determined in that  context. Accordingly,
            footnote disclosure  which would  substantially duplicate  the
            disclosure  contained  in  the  Company's   Annual  Report  to
            Shareholders for the  fiscal year ended  January 31,  1995 has
            been omitted.   The results  of operations  for the  three and
            nine-month periods ended October 31, 1995  are not necessarily
            indicative of results for  the entire year ending  January 31,
            1996.

       (2)  The Company's tax return for the fiscal year ended January 31,
            1993 is currently  under examination  by the  Internal Revenue
            Service.  As of the date of this Form 10Q, the Company has not
            been advised of any  tax deficiencies by the  Internal Revenue
            Service, and does not  believe any material  deficiencies will
            be noted during the review.

       (3)  The Company capitalizes  the costs  of developing  and testing
            new or significantly enhanced software  products in accordance
            with the  provisions  of  Statement  of  Financial  Accounting
            Standards No.  86,   ``Accounting for  the  Costs  of  Computer
            Software to be Sold, Leased or Otherwise Marketed''.
       <PAGE>

                                 CompuTrac, Inc.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



       Results of Operations

            Quarterly  revenues   from  continuing   operations  decreased
       $246,346 or 16% from  $1,514,957 at October 31,  1994 to $1,268,611
       at October 31, 1995.  For the nine month period, operating revenues
       from continuing operations decreased $1,272,199 or  24%.  Quarterly
       system sales revenues from continuing operations decreased $117,070
       or 47%  from  $248,148  to  $131,078  at October  31,  1995.    The
       Company's new system sales efforts have been,  and will be, minimal
       until the  Company  releases  its next  generation,  Windows-based,
       relational database in  its next fiscal  year.   Quarterly services
       and support revenues from continuing  operations decreased $129,276
       or 10% from $1,266,809 to $1,137,533 at October 31,  1995.  For the
       nine month period, service and support  revenues decreased $703,526
       or 17%.

            Costs of systems hardware as a percentage  of system sales was
       62% for the quarter ended  October 31, 1995, a  nominal 2% increase
       over the prior  comparable quarterly  period.   For the  nine month
       period, costs of systems  hardware as a percentage  of system sales
       was 64%,  compared with  54%  in the  prior  comparable nine  month
       period.

            Combined   quarterly    operating,   selling,    general   and
       administrative  expenses  and   software  development   costs  from
       continued operations decreased $242,559  or 19% from  $1,263,447 at
       October 31, 1994 to $1,020,888 at  October 31, 1995.   For the nine
       month period, expenses from continued operations decreased $814,110
       or 20% from $4,090,417 to $3,276,307.

           Non-operating income  increased $53,295  for  the quarter  and
       increased $178,559 for the nine month period.  Non-operating income
       is primarily comprised  of interest  earnings from  certificates of
       deposit and United States treasury bills.

            Losses from discontinued operations for the  nine month period
       ended October  31,  1994, relate  to  the  Company's investment  in
       MediaMagic.  The Company discontinued the  operations of MediaMagic
       in the second quarter  ended July 31, 1994.   The Company  does not
       anticipate any  further  losses with  respect  to its  discontinued
       operations.


       <PAGE>

       Fluctuations in Interim Period Operating Results

            Management of the Company believes  that historically, interim
       results  and   period-to-period  comparisons   have  been   neither
       predictable nor an  accurate measure of  the annual  performance of
       the Company.  The  Company has experienced and  expects to continue
       to experience interim  period-to-period fluctuations in  the number
       of systems sold, revenues  and net income.   These fluctuations are
       primarily a result of  the revenues of the  Company being generated
       principally by the sale  of a small number  of relatively expensive
       systems, the  policy of  the Company  of  recognizing revenue  upon
       delivery of the hardware, delivery and  acceptance of the software,
       the  equipment  availability  of  the  Company's  primary  hardware
       supplier, and the desire of the customer to accelerate or delay the
       date of delivery.  Additionally, sales are  not made  or recognized
       evenly throughout  the  fiscal year  or  any  interim period,  thus
       making meaningful  interim  period  comparisons difficult.    These
       fluctuations may also have a significant impact on profitability in
       any interim period as  a result of  the relatively fixed  nature of
       operating costs and selling, general and administrative expenses.

       Liquidity and Capital Resources

            The Company's primary source  of liquidity has been  cash flow
       from operations.   Additional liquidity  is provided  by occasional
       sales of  the  Company's  common  stock  through  various  employee
       benefit plans.   Current  assets consist  almost entirely  of cash,
       short-term investments, accounts receivables  and unbilled revenues
       from system sales  and services.   The  Company has  no significant
       past due  receivables  at  October  31,  1995  which  would  affect
       liquidity.   Long term  liabilities consist  only of  the Company's
       mortgage note payable of $292,081 at October 31, 1995.

            The Company's  major  capital  expenditures have  historically
       been for  computer equipment  and capitalized  software.   For  the
       quarter ended  October  31,  1995,  the  Company  made  investments
       totaling  approximately  $235,000  in   equipment  and  capitalized
       software  primarily  to  support  the  Company's  current  software
       development efforts.
       <PAGE>

                         PART II.      OTHER INFORMATION

       Items 1 through 5 are not applicable.

       Item 6(a): Exhibits

            Exhibit 11  (Page  13-14) -  Calculation  of weighted  average
       number of  common  shares outstanding  during  the three-month  and
       nine-month periods ended October 31, 1995 and 1994.

       Item 6(b): Reports on Form 8-K

            No reports  on form  8-K have  been filed  during the  quarter
       ended October 31, 1995.
       <PAGE>
                                 CompuTrac, 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.


       Date:  December 13, 1995

                                     /s/     CompuTrac, Inc.             
                                     _________________________
                                         (Registrant)


                                     /s/    Harry W. Margolis            
                                     _________________________
                                         Harry W. Margolis
                                        Chief Executive Officer
                                       (Principal Executive Officer)


                                     /s/    George P. McGraw             
                                     _________________________
                                         George P. McGraw
                                        President - Legal Division
                                      (Principal Operating Officer)


                                     /s/    Cheri L. White               
                                     _________________________
                                         Cheri L. White
                                        Vice President - Finance and
                                        Chief Financial Officer
                                                    
<PAGE>
<TABLE>
                                                         EXHIBIT 11.1
                                 CompuTrac, Inc.

               WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
       <CAPTION>
                                                             1995         1994
       <S>                                                <C>         <C>
       Primary Calculation       

       Three-month period ended:

       April 30,

                   Shares issued at beginning of period    6,071,436    6,017,934

                   Issuance of common stock                   11,233       14,532

                   Common stock equivalents                   15,934

                   Primary weighted average number of
                     shares outstanding                    6,098,603    6,032,466

       July 31,

                   Shares issued at beginning of period    6,092,986    6,037,702

                   Issuance of common stock                    9,275        4,230

                   Common stock equivalents                   21,473

                   Primary weighted average number of
                     shares outstanding                    6,123,734    6,041,932

       October 31,

                   Shares issued at beginning of period    6,109,398    6,043,882

                   Issuance of common stock                   63,031        2,796

                   Treasury share purchases                  (2,416)

                   Common stock equivalents                  121,650          255

                   Primary weighted average number of
                     shares outstanding                    6,291,663    6,046,933

       Nine-month period ended: 

       October 31,

                   Primary weighted average number of
                     shares outstanding                    6,306,959    6,041,658
       </TABLE>
       <PAGE>
       <TABLE>
                                                         EXHIBIT 11.2
                                 CompuTrac, Inc.

               WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
       <CAPTION>
                                                              1995        1994
       <S>                                                 <C>          <C>
       Fully Dilutive Calculation

       Three-month period ended: 

        April 30,

                   Shares issued at beginning of period     6,071,436   6,017,934

                   Issuance of common stock                    11,233      14,532

                   Common stock equivalents                    15,934

                   Fully diluted weighted average number
                     of shares outstanding                  6,098,603   6,032,466

       July 31,

                   Shares issued at beginning of period     6,092,986   6,037,702

                   Issuance of common stock                     9,275       4,230

                   Common stock equivalents                    40,374

                   Fully diluted weighted average number
                     of shares outstanding                  6,142,635   6,041,932

       October 31,

                   Shares issued at beginning of period     6,109,398   6,043,882

                   Issuance of common stock                    63,031       2,796

                   Treasury share re-purchases                (2,416)

                   Common stock equivalents                   153,358       4,691

                   Fully diluted weighted average number
                     of shares outstanding                  6,323,371   6,051,369

       Nine-month period ended: 

       October 31,

                   Fully diluted weighted average number
                     of shares outstanding                  6,270,140   6,045,157
       </TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-31-1996
<PERIOD-END>                               OCT-31-1995
<CASH>                                         1575360
<SECURITIES>                                   3990704
<RECEIVABLES>                                   798868
<ALLOWANCES>                                     19000
<INVENTORY>                                          0
<CURRENT-ASSETS>                                350746
<PP&E>                                        12019345
<DEPRECIATION>                                 8768174
<TOTAL-ASSETS>                                10669683
<CURRENT-LIABILITIES>                           998279
<BONDS>                                         292081
<COMMON>                                         65343
                                0
                                          0
<OTHER-SE>                                    10475767
<TOTAL-LIABILITY-AND-EQUITY>                  10669683
<SALES>                                         131078
<TOTAL-REVENUES>                               1268611
<CGS>                                            81245
<TOTAL-COSTS>                                    81245
<OTHER-EXPENSES>                               1102133
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 223984
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             223984
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    223984
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

</TABLE>


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