COMPUTRAC INC
10QSB, 1996-06-12
COMPUTER INTEGRATED SYSTEMS DESIGN
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        _____________________________________________________________________
        _____________________________________________________________________
         
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                  ________________

                                     FORM 10-QSB

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

                    For the Quarterly Period Ended April 30, 1996

                                         OR

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


                            Commission file number 1-9115


                                   COMPUTRAC, INC.
          (Exact name of small business issuer 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

                                  ________________

                
       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  May 31, 1996  there were 6,227,767  shares of  the registrant's
       $.01 par value common stock outstanding.

       Transitional Small Business  Disclosure Format (Check One): Yes  ___  
       No  X  
        _____________________________________________________________________
        _____________________________________________________________________






       <PAGE>
                                   CompuTrac, Inc.

                                        INDEX

                           PART I.  FINANCIAL INFORMATION

                                                                 Page No.

       Item 1.        Financial Statements:

                      Consolidated Balance Sheets (unaudited)  -
                       April 30, 1996 and January 31, 1996          3-4

                      Consolidated Statements of Operations
                       (unaudited) - Three-month period ended
                       April 30, 1996 and 1995                        5

                      Consolidated Statements of Cash Flows
                       (unaudited) - Three-month period ended
                       April 30, 1996 and 1995                      6-7
                  
                      Notes to Consolidated Financial Statements
                       (unaudited)                                    8

       Item 2.        Management's Discussion and Analysis of
                        Financial Condition and Results of
                        Operations                                 9-11



                             PART II. OTHER INFORMATION

       Item 6(a.)     Exhibits                                       12


       Item 6(b.)     Reports on Form 8-K                            12


                      Signatures                                     13
       ______

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

       <PAGE>
       <TABLE>
                                   CompuTrac, Inc.

                       CONSOLIDATED BALANCE SHEETS (unaudited)



       <CAPTION>
                                                    April 30,      January 31,
                                                       1996            1996
       <S>                                         <C>             <C>
       Current assets:

        Cash and cash                             $    692,205    $    807,965
        equivalents

        Short-term                                   4,717,889       4,648,774
        investments

        Accounts receivable, net of  allowance
          of $180,000 and
          $170,000, respectively                       983,424       1,161,224
           
        Unbilled revenue                               223,096         338,774

        Other current assets                           307,128         224,022
        Total current assets                         6,923,742       7,180,759


       Property, furniture and equipment, net of
          accumulated depreciation of
          $7,172,337 and $7,035,682, respectively    2,143,867       2,152,718

        Capitalized software, net of accumulated
          amortization of $2,016,856 and
          $1,932,856, respectively                   1,271,104       1,150,575

       Other assets                                    399,862         391,256

       Total assets                               $ 10,738,575    $ 10,875,308





       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 (unaudited)

                        LIABILITIES AND SHAREHOLDERS' EQUITY
       <CAPTION>

                                                    April 30,    January 31,
                                                      1996           1996
       <S>                                         <C>           <C>

       Current liabilities:

         Accounts payable                        $     337,039  $    448,965
         Accrued expenses                              244,226       264,002
         Accrued contract completion costs             210,500       214,100
         Deferred systems revenues                      72,066        89,915
         Short-term mortgage note payable               71,193        69,706
         Total current liabilities                     935,024     1,086,688
         Long-term mortgage note payable               257,555       274,031
         Total liabilities                           1,192,579     1,360,719

       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, 6,988,706 and 7,048,947
          shares issued, respectively                   69,887        70,489
         Additional paid-in capital                  9,902,143    10,131,927
         Retained earnings                           2,172,626     2,171,460

       Less:

         Treasury stock, 765,338 and 842,106
         shares, at cost, respectively             (2,598,660)   (2,859,287)
         Total shareholders' equity                  9,545,996     9,514,589
         Total liabilities and shareholders'
         equity                                  $  10,738,575  $ 10,875,308





       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
                                                          ended April 30,
                                                       1996           1995
       <S>                                           <C>          <C>

       Operating revenues:
         System sales                              $   119,823   $     140,109
         Services and support                        1,054,326       1,160,325
                                                     1,174,149       1,300,434
       Costs and expenses:
         Cost of system sales                           84,447          90,554
         Cost of services and                           72,028          83,521
         support
         Operating expenses                            337,160         399,599
         Selling, general and administrative
         expenses                                      562,944         517,941
         Amortization of capitalized
         software                                       84,000          72,000
         Software research and development costs        88,000          48,100
                                                     1,228,579       1,211,715

       Operating (loss) income                        (54,430)          88,719
       Interest income, net                             55,596          64,925
       Income before income
       taxes                                             1,166         153,644
       Income tax benefit                                    0               0
       Net income                                  $     1,166   $     153,644

       Net income per common
       share                                       $       .00   $         .03

       Weighted average shares
       outstanding                                   6,324,736       6,098,603







       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>

                                                             Three-month period
                                                              ended April 30,
                                                              1996        1995

       <S>                                                 <C>          <C>
       Cash flows from operating activities:

          Net income                                      $    1,166  $   153,644

          Adjustments to reconcile net income to net cash
           provided by operating activities:

          Depreciation of property, furniture and
          equipment                                          136,655      162,989

          Amortization of capitalized software costs          84,000       72,000

          Changes in assets and liabilities:

           Accounts receivable                               177,800       62,578
           Unbilled revenue                                  115,678     (48,752)
           Other current assets                             (83,106)       27,895
           Accounts payable and accrued expenses           (135,302)    (108,847)
           Deferred systems revenues                        (17,849)       26,953

          Net cash provided by operating activities          279,042      348,460










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

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

                  CONSOIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                     (Unaudited)

       <CAPTION>

                                                        Three-month period
                                                         ended April 30,
                                                        1996           1995
       <S>                                          <C>             <C>
       Cash flows from investing activities:

           Additions to property, furniture and
           equipment                               $  (127,804)    $ (58,225)
           Additions  to capitalized software         (204,528)     (174,646)
           Purchase of certificates of deposit         (24,000)     (251,861)
           Purchase of U.S. Treasury Bills             (45,115)             0
           Additions to other assets                    (8,606)      (16,180)
           Net cash used in investing activities      (410,053)     (500,912)

       Cash flows from financing activities:

           Issuance of common stock from treasury        30,842        24,604
           Payments of mortgage note payable           (14,989)      (15,295)
           Other                                          (602)             0
           Net cash provided by financing
           activities                                    15,251         9,309
           Net decrease in cash                       (115,760)     (143,143)


           Cash and cash equivalents at beginning
           of period                                    807,965     1,499,733

           Cash and cash equivalents at end of
           period                                  $    692,205    $1,356,590

           Supplemental disclosures of cash flow
             information:
             Interest expense paid                 $      9,860    $    9,549







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

       </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-QSB
            should  be read  in conjunction  with the  Company's consolidated
            financial  statements  and  notes thereto  included  on  pages  7
            through 25  of the Company's Annual  Report on Form 10-K  for the
            fiscal year  ended January 31, 1996.   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
            on Form 10-K for the fiscal  year ended January 31, 1996 has been
            omitted.   The results of  operations for the  three-month period
            ended April  30, 1996 are  not necessarily indicative  of results
            for the entire year ending January 31, 1997.

       (2)  The Company  capitalizes software production costs  and the costs
            incurred  in  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_.

       (3)  Included in  accrued expenses at April  30, 1996 are  sales taxes
            totaling $100,231.

       (4)  The unaudited  interim consolidated financial  statements reflect
            all  adjustments  which  are,  in   the  opinion  of  management,
            necessary  to ensure  a fair  statement  of the  results for  the
            interim periods presented.

       <PAGE>
                                   CompuTrac, Inc.

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



       Results of Consolidated Operations

            Total revenues  from operations declined  $126,285, or  10%, from
       $1,300,434 for the quarter ended April  30, 1995 to $1,174,149 for the
       quarter  ended April  30,  1996.     System  sales revenues  decreased
       $20,286, or 14%,  from $140,109 at April 30, 1995 to $119,823 at April
       30,  1996.   System  sales  revenues  for  both fiscal  quarters  were
       primarily  comprised  of peripheral  hardware  and  software sales  to
       existing customers.   The Company  expects decreased sales activity to
       continue until the release of its  next generation, Windows-based, law
       firm management software called _Dimension_.    The Dimension products
       have been in development during the previous three years and have been
       designed to  utilize current Microsoft  technology to  address current
       software  market demands.   In  March  1996, the  Company began  beta-
       testing the Dimension software.  The Company anticipates it will begin
       accepting orders for the Dimension products  in mid-June 1996 and that
       product  shipments  will begin  in  September  1996.     Although  the
       Dimension product line has been well received at recent convention and
       tradeshow  demonstrations, there  can  be no  assurance  that the  new
       Dimension products will successfully compete with competitive products
       or that the  Company's revenues or results of  operations will improve
       in future periods with the introduction of the Dimension product line.

            Services  and support  revenues decreased  $105,999, or  9%, from
       $1,160,325 for the quarter ended April  30, 1995 to $1,054,326 for the
       quarter ended April  30, 1996.   The decrease  in services and support
       revenues relates primarily to  reduced maintenance revenues associated
       with maintenance contract cancellations initiated by clients opting to
       continue  maintenance  on a  _time  and  materials_  basis only.    In
       addition, reduced  training, support  and conversion  service revenues
       contributed to the decrease due to fewer new system sales in the first
       quarter of fiscal 1997.

            Costs of  system sales  as a percentage  of system  sales revenue
       rose from 65% for the April 30, 1995  quarter to 70% for the April 30,
       1996 quarter  due to  reduced volume  discounts associated  with fewer
       system sales in the current period.    Cost of services and support as
       a percentage of  services and support revenues  remained consistent at
       7%  for  both  fiscal  quarters. Costs  of  services  and  support  is
       primarily comprised  of personnel costs  directly associated  with the
       performance  of   client  services  and  certain   third  party  costs
       associated with  maintenance revenue included in  services and support
       revenue.

            Operating   expenses   decreased    $62,439,   or   16%,   from  
       $399,599  for  the quarter ended  April  30, 1995 to $337,160  for the
       quarter ended  April 30,  1996.   The decrease  in operating  expenses
       relates to  reclassified software  research and  development costs  as
       shown in the Consolidated Statements Of  Operations.  Selling, general
       and administrative  expenses increased $45,003,  or 9%, from  $517,941
       for  the quarter  ended April  30, 1995  to $562,944  for the  quarter
       ended April 30, 1996.    The increase primarily relates to  legal fees
       incurred  by  the  Company in  protecting  its  intellectual  property
       rights  and are  not considered  material  to the  Company's  business
       operations as a whole.

       <PAGE>

            Amortization  of  capitalized  software   costs  increased  17%, 
       or  $12,000,  from  $72,000 at  April 30, 1995 to $84,000 at April 30,
       1996.  The  increase in amortization is primarily  due to management's
       reassessment  of  the remaining  estimated  economic  life of  certain
       existing software products.

            Software  research  and  development costs  increased  83%,  from
       $48,100  for the  quarter ended  April  30, 1995  to  $88,000 for  the
       quarter ended April 30, 1996.   The increase reflects costs associated
       with minor enhancements to the Company's  existing law firm management
       software product line not individually significant for capitalization.


            Capitalized software costs associated  with the Dimension product
       line were approximately $200,000 for the first quarter ended April 30,
       1996.   The Company expects  its Dimension software production efforts
       to  continue  through   the  first  half  of  fiscal   1997  and  that
       enhancements and  improvements to the product  will be made on  an on-
       going  basis thereafter.     The  Company will  begin amortization  of
       Dimension software production costs when the  product is available for
       general release,  currently anticipated for  the later half  of fiscal
       1997.

            Interest income  decreased $9,329, or  14%, from $64,925  for the
       quarter ended  April 30, 1995 to  $55,596 for the quarter  ended April
       30, 1996.  Interest income at  April 30, 1995 was comprised of $66,045
       in interest income and $1,120 in interest expense.  Interest income at
       April 30, 1996 was comprised of  $65,456 in interest income and $9,860
       in interest  expense.   For both fiscal  periods, interest  income was
       primarily comprised  of interest earned on  short-term investments and
       interest expense was primarily comprised of  mortgage interest paid on
       the Company's corporate facility.

            Net  income for  the  quarter decreased  $152,478,  or 99%,  from
       $153,644 at April 30, 1995 to $1,166 at April 30, 1996.  This decrease
       is  reflective  of  reduced  operating  revenues  from  system  sales,
       services  and support.    As noted  above,  the  Company expects  this
       revenue trend  to continue  until it  releases its  Dimension software
       product line later this year.

       Recent Accounting Pronouncements

            In March  1995, the Financial  Accounting Standards  Board issued
       Statement of  Financial Accounting Standards No.  121, _Accounting for
       the Impairment  of Long-lived Assets and  for Long-lived Assets  to be
       Disposed of_  (SFAS 121).   SFAS 121 establishes  accounting standards
       for  the   impairment  of  long-lived  assets,   certain  identifiable
       intangibles, and goodwill related to those  assets to be held and used
       and for long-lived assets and certain intangible assets to be disposed
       of.  The  adoption of SFAS 121 did  not have a material  effect on the
       Company's financial position or results of  operations for the current
       quarter ended April 30, 1996.

            In October 1995, the Financial  Accounting Standards Board issued
       Statement of  Financial Accounting Standards No.  123, _Accounting for
       Stock-based Compensation_ (SFAS 123).   SFAS 123 establishes financial
       accounting   and   reporting   standards  for   stock-based   employee
       compensation plans.   This statement requires the fair  value of stock
       options  and other  stock-based compensation  issued  to employees  to
       either be included as compensation expense in the income statement, or
       the pro  forma effect  on net  income and earnings  per share  of such
       compensation expense to be disclosed in the footnotes of the Company's
       financial statements.  The Company will adopt SFAS 123 on a footnote

       <PAGE>

       disclosure only basis in the Company's fiscal 1997 Form 10-KSB filing.
       As such,  implementation of  SFAS 123  is not  expected to  impact the
       Company's financial position or results of operations.

       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 period-
       to-period fluctuations in the number of systems sold, revenues and net
       income.  Although recent operating revenues of the Company have mostly
       been  derived  from services  and  support  revenues, fluctuations  in
       system sales revenues have historically resulted  from 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 hardware
       from the Company's  hardware supplier, and the desire  of the customer
       to accelerate  or delay the date  of delivery.  These  factors tend to
       distort the  operating results  of an  interim period.   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

            Net cash  provided by operating  activities was $279,042  for the
       quarter  ended April  30, 1996  compared  with $348,460  in the  prior
       comparable quarter.  The change in  the Company's operating cash flows
       position is  primarily due  to decreased  sales activities  during the
       current quarter.   Cash used in  investing activities for  the current
       quarter was $410,053 as compared with $500,912 in the comparable prior
       quarter.    Investments in  the  current  quarter were  primarily  for
       purchases  of  property,  furniture   and  equipment  and  capitalized
       software  costs.   In  the comparable  prior  quarter, investments  of
       $232,871  were   made  for  property,  furniture   and  equipment  and
       capitalized software costs and $251,861  for purchases of certificates
       of deposit.   Cash flows from  financing activities for  both quarters
       consisted  of  cash  receipts  obtained  from  employee  common  stock
       purchases and cash  disbursements made on the  Company's mortgage note
       payable. 

            The Company recently committed to investing in major improvements
       to its corporate facilities at an estimated cost of $150,000, expected
       to be incurred  in the Company's second quarter of  the current fiscal
       year.   In addition, the Company  anticipates substantial expenditures
       in  the next  several quarters  in  the areas  of development,  sales,
       marketing and  support to complete  and introduce its  next generation
       Dimension software  products.   The Company  believes that  cash flows
       from operating  activities should  be sufficient  to fund  its capital
       expenditures and operating activities for fiscal year 1997.

       <PAGE>

                             PART II. OTHER INFORMATION


       Items 1 through 5 are not applicable.

       Item 6(a): Exhibits

       Exhibit 11 (Pg. 14) - Calculation of weighted average number of common
       shares outstanding during the three-month period  ended April 30, 1996
       and 1995.

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

       No reports on Form 8-K have  been filed during the quarter ended April
       30, 1996.

       <PAGE>
                                CompuTrac, Inc.

                                   SIGNATURES



       In accordance with the requirements of  the Securities Exchange Act of
       1934, the issuer caused this report to  be signed on its behalf by the
       undersigned, thereunto duly authorized.


       Date:  June 11, 1996
                           

                                     /S/  CompuTrac, Inc.                   
                                         (Issuer)


                                     /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 of Finance and
                                      Chief Financial Officer
                                                                            
        <PAGE>
       <TABLE>
                                                         EXHIBIT 11

                                   CompuTrac, Inc.

           COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

       <CAPTION>

                                                     1996           1995

       <S>                                        <C>            <C>
       Net Income                                   $1,166        $153,644

       Primary Calculation

       Three-month period ended April 30:

             Shares issued and outstanding at
             beginning of period                    6,206,841     6,071,436

             Issuance of common stock                   7,652        11,233

             Common stock equivalents                 110,243        15,934

             Primary weighted average number of
               shares outstanding                   6,324,736     6,098,603

             Earnings Per Share:

             Net income                                $  .00        $  .03

       Fully Diluted Calculation

       Three-month period ended April 30:

             Shares issued and outstanding at
             beginning of period                    6,206,841     6,071,436

             Issuance of common stock                   7,652        11,233

             Common stock equivalents                 168,994        15,934

             Fully diluted weighted average
             number of shares outstanding           6,383,487     6,098,603

             Earnings Per Share:

             Net income                                $  .00        $  .03


       </TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               APR-30-1996
<CASH>                                         692,205
<SECURITIES>                                 4,717,889
<RECEIVABLES>                                1,163,424
<ALLOWANCES>                                   180,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,923,742
<PP&E>                                      12,604,164
<DEPRECIATION>                               9,189,193
<TOTAL-ASSETS>                              10,738,575
<CURRENT-LIABILITIES>                          935,024
<BONDS>                                        257,555
                                0
                                          0
<COMMON>                                        69,887
<OTHER-SE>                                   9,476,109
<TOTAL-LIABILITY-AND-EQUITY>                10,738,575
<SALES>                                        119,823
<TOTAL-REVENUES>                             1,174,149
<CGS>                                           84,447
<TOTAL-COSTS>                                  156,475
<OTHER-EXPENSES>                             1,072,104
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,860
<INCOME-PRETAX>                                  1,166
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              1,166
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,166
<EPS-PRIMARY>                                     0.00
<EPS-DILUTED>                                     0.00
        

</TABLE>


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