COMPUTRAC INC
10-Q/A, 1996-01-22
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.
          _________________________________________________________________
          _________________________________________________________________

     <PAGE>

                                   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.

     <PAGE>
     <TABLE>
                                   CompuTrac, Inc.

                             CONSOLIDATED BALANCE SHEETS

                                       ASSETS<PAGE>





     <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 period
                                     ended October 31,         ended October 31,
                                    1995          1994         1995         1994
     <S>                          <C>          <C>          <C>          <C>
     Operating revenues:
       System sales             $   131,078   $   248,148  $   555,745  $1,124,418
       Services and support       1,137,533     1,266,809    3,442,212   4,145,738
                                  1,268,611     1,514,957    3,997,957   5,270,156
     Costs and expenses:

       Cost of systems               81,245       149,594      355,351     610,783
       hardware
       Operating expenses           482,932       322,939    1,576,783   1,362,919
       Selling, general and
         administrative
         expenses                   489,756       748,508    1,548,124   2,220,498
       Software development  
        costs                        48,200       192,000      151,400     507,000
                                  1,102,133     1,413,041    3,631,658   4,701,200

     Operating income from
       continuing operations        166,478       101,916      366,299     568,956
     Other income                    57,506         4,211      193,569      15,010
     Income from continuing
       operations before taxes      223,984       106,127      559,868     583,966
     Provision for income    
       taxes                              0             0            0           0
     Income from continuing                                                       
             operations         $   223,984    $  106,127    $ 559,868  $  583,966
 Discontinued operations,
       net of related income
       taxes:
        Loss from discontinued
          operations of      
          MediaMagic            $         0    $        0  $         0  $ (236,214) 
       Loss on disposal of
          MediaMagic                      0             0            0    (259,365)
       Income (loss) from
          discontinued       
          operations                      0             0            0    (495,579)

       Net income               $   223,984   $   106,127  $   559,868  $    88,387

       Income from continuing
         operations per common
          share                 $       .04   $       .02  $       .09  $       .09
       Income (loss) from
         discontinued
         operations per common
         share                          .00           .00          .00        (.08)
                                    -------     --------      -------       -------
       Net income                       .04           .02          .09          .01
                                       ====        =====         ====          ====

     Weighted average shares
          outstanding:            6,323,371     6,051,369    6,270,140    6,045,157



     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  $      88,387

         Adjustments to reconcile net income to net cash
            provided by operating activities:
                Depreciation and amortization                665,888        728,946
                Write-off of fixed assets from
                 discontinued operations                                    123,790
         Cost, net of depreciation, of computer
            equipment included in cost of sales               37,922
         Changes in current assets and liabilities:
            Accounts receivable                              380,648        185,954
            Unbilled revenues                                624,664      1,714,781
            Partial shipments                                                53,386
            Current deferred taxes                                          388,524
            Other current assets                             131,862        993,951
            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      2,018,015





     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>                                              0
<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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