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 April 30, 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 May 31, 1995 there were 6,098,584 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-
                      April 30, 1995 (unaudited)
                      and January 31, 1995                              3-4

                    Consolidated Statements of Operations-
                      Three-month period ended April 30, 1995
                      and 1994 (unaudited)                                5

                    Consolidated Statements of Cash Flows-
                      Three-month period ended April 30, 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
     <CAPTION>
                                                      April 30,        January
                                                                         31,
                                                         1995            1995
                                                      (unaudited)
     <S>                                          <C>              <C>
     Current assets:

      Cash and cash equivalents                    $    1,356,590   $  1,499,733

      Short-term investments                            3,132,891      2,881,030

      Accounts receivable, net of allowance of
       $226,000 and $286,000 at April 30 and
       January 31, 1995, respectively                   1,097,938      1,160,516
        
      Unbilled revenue                                  1,014,854        966,102

      Other current assets                                454,713        482,608
      Total current assets                              7,056,986      6,989,989

     Property, furniture and equipment, and
      capitalized software, at cost, net of
      accumulated depreciation and amortization
      of $8,364,083 and $8,129,094 at April 30
      and January 31, 1995, respectively                3,246,798      3,248,916

     Other assets                                         354,300        338,120
     Total assets                                  $   10,658,084   $ 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>
                                                      April 30,    January 31,
                                                         1995         1995
                                                     (unaudited)
      <S>                                            <C>         <C>
     Current liabilities:

      Accounts payable                              $    308,110 $     398,485
      Accrued expenses                                   339,951       268,366
      Accrued contract completion costs                  341,955       388,155
      Accrued contract settlement liabilities            268,714       312,571
      Deferred systems revenues                          157,951       130,998
      Short-term mortgage note payable                    64,930        63,412
      Total current liabilities                        1,481,611     1,561,987
      Long-term mortgage note payable                    326,924       343,737
      Total liabilities                                1,808,535     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,
        13,000,000shares authorized, 6,932,242 and
        6,910,692 shares issued,respectively              69,322        69,107
      Additional paid-in capital                       9,971,758     9,947,369
      Retained earnings                                1,660,987     1,507,343

     Less:

      Treasury stock 839,256 shares, at cost           2,852,518     2,852,518
      Total shareholders' equity                       8,849,549     8,671,301
      Total liabilities and shareholders' equity    $ 10,658,084 $  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
                                                             ended April 30,
                                                           1995          1994
     <S>                                              <C>           <C>

     Operating revenues from continuing operations:
      System sales                                     $   140,109   $   500,121
      Services and support                               1,160,325     1,524,443
                                                         1,300,434     2,024,564
     Costs and expenses:
      Cost of systems hardware                              90,554       313,662
      Operating expenses                                   555,120       524,555
      Selling, general and administrative expenses         517,941       758,746
      Software development                                  48,100       154,000
                                                         1,211,715     1,750,963
    
    Operating income from continuing operations            88,719       273,601
     Non-operating income (loss)                            64,925      (13,319)
     Income from continuing operations before income
       taxes                                               153,644       260,282
     Provision (benefit) for income taxes
     Income from continuing operations                 $   153,644   $   260,282

     Discontinued operations, net of related income
       taxes
      Loss from discontinued operations of MediaMagic                  (161,920)
      Loss on disposal of MediaMagic
     Net income                                        $   153,644   $    98,362


     Income from continuing operations per
      common share                                     $       .03   $       .04
     Loss from discontinued operations per
      common share                                     $                   (.02)

     Net income per common share                       $       .03   $       .02

     Weighted average shares outstanding:                6,098,603     6,032,466



     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,
                                                            1995          1994
      <S>                                               <C>          <C>
     Cash flows from operating activities:

       Net income                                       $   153,644  $     98,362

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

       Depreciation and amortization                        234,989       252,159

       Changes in current assets and liabilities:

         Accounts receivable                                 62,578        24,987
         Unbilled revenues                                 (48,752)       728,263
         Other current assets                                27,895      (24,917)
         Accounts payable and accrued expenses             (90,375)     (433,201)
         Accrued expenses                                  (18,472)     (334,815)
         Deferred systems revenue                            26,953     (279,700)
       Net cash provided by operating activities            348,460        31,138






     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.

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                     (Unaudited)
     <CAPTION>
                                                           Three-month period
                                                             ended April 30,
                                                           1995           1994
     <S>                                              <C>            <C>
     Cash flows from investing activities:

        Additions to property, furniture and
          equipment and capitalized software costs    $  (232,871)   $  (130,138)
        (Purchase) sale of short-term investment         (251,861)        196,000
        Additions to other assets                         (16,180)       (14,223)
        Net cash (used in) provided by investing
          activities                                     (500,912)         51,639

     Cash flows from financing activities:

        Issuance of common stock                            24,604         23,527
        Payments of mortgage note payable                 (15,295)       (14,559)
        Net cash used in financing activities                9,309          8,968
        Net (decrease) increase in cash                  (143,143)         91,745
        Cash and cash equivalents at beginning of
          period                                         1,499,733      2,668,076

        Cash and cash equivalents at end of period    $  1,356,590   $  2,759,821

        Supplemental disclosures of cash flow
         information:
          Interest expense paid                       $      9,549   $     35,044






     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  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-month period ended  April 30,  1995 are  not
          necessarily indicative of results for  the entire year ending  January
          31, 1996.


     (2)  The consolidated  financial statements  for activity  reported in  the
          quarter ended April 30,  1994, include the  accounts of the  Company's
          MediaMagic subsidiary.  The operations of MediaMagic were discontinued
          in July 1994 and  accordingly, the Company  has reflected the  results
          from  discontinued  operations   as  a  separate   component  in   the
          Consolidated Statements of Operations.


     (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 Consolidated Operations

          Operating revenues from  continuing operations  decreased $724,130  or
     36% from $2,024,564 at April  30, 1994, to $1,300,434  at April 30, 1995.  
     System sales  revenues  decreased $360,012  or  72% from  $500,121  in  the
     comparable prior period to $140,109. System sales revenues for the  current
     quarter were primarily comprised of peripheral add-on sales, as opposed  to
     a mix of  new system  sales, upgrade  sales and  peripheral sales  activity
     recognized in the comparable prior quarter.  The Company's new system sales
     efforts have been, and will be, minimal until the Company releases its next
     generation, Windows-based, relational database. 

          Services  and  support  revenues   decreased  $364,118  or  24%   from
     $1,524,443 at April 30,  1994 to $1,160,325.   This decrease was  primarily
     attributable to decreased training, support, and conversion service revenue
     due to the Company not recognizing any new system sales for the quarter.

          Costs of systems hardware as a percentage of system sales increased  a
     nominal two percent from 63% to  65% between periods.  Combined  operating,
     selling, general  and  administrative expenses,  and  software  development
     costs decreased  $316,140 or  22% from  $1,437,301 at  April 30,  1994,  to
     $1,121,161 in the current  quarter.  Contributing to  this decrease is  the
     Company's continued  efforts at  managing its  overhead costs  and  related
     discretionary spending.

          Non-operating income increased  substantially from a  loss of  $13,319
     reported in  the comparable  prior quarter,  to income  of $64,925  in  the
     current period.    This increase  is  primarily attributable  to  increased
     yields on certificate of deposit and treasury bill investments, along  with
     reduced interest  expense  on  the Company's  mortgage  note  covering  its
     corporate facility.

          Losses reported  in the  prior  comparable quarter,  relating  to the
     Company's  investment   in  MediaMagic,   were  $161,920.     The   Company
     discontinued the operations of MediaMagic in  the second quarter of  fiscal
     1995.  No losses from discontinued operations were reported for the quarter
     ended April 30, 1995 and the Company does not anticipate any future  losses
     with respect to the discontinued operations of MediaMagic.

     <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 April  30, 1995  which
     would affect liquidity.

          The Company's major  capital expenditures have  historically been  for
     computer equipment and capitalized software.   For the quarter ended  April
     30, 1995, the Company made investments  totaling $232,871 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 (Pg.  13) -  Calculation of  weighted average  number of  common
     shares outstanding during the three-month period  ended April 30, 1995  and
     1994.

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

     No reports on Form 8-K have been  filed during the quarter ended April  30,
     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:  June 12, 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 of Finance and
                                    Chief Financial Officer
     <PAGE> 
     <TABLE>                                                                    


                                                                      EXHIBIT 11
                                   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


     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


     </TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-31-1996
<PERIOD-END>                               APR-30-1995
<CASH>                                         1356590
<SECURITIES>                                   3132891
<RECEIVABLES>                                  1323938
<ALLOWANCES>                                    226000
<INVENTORY>                                          0
<CURRENT-ASSETS>                               7056986
<PP&E>                                        11610881
<DEPRECIATION>                                 8364083
<TOTAL-ASSETS>                                10658084
<CURRENT-LIABILITIES>                          1481611
<BONDS>                                         326924
<COMMON>                                         69322
                                0
                                          0
<OTHER-SE>                                     8780227
<TOTAL-LIABILITY-AND-EQUITY>                  10658084
<SALES>                                         140109
<TOTAL-REVENUES>                               1300434
<CGS>                                            90554
<TOTAL-COSTS>                                    90554
<OTHER-EXPENSES>                               1121161
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                9549
<INCOME-PRETAX>                                 153644
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             153644
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    153644
<EPS-PRIMARY>                                      .03
<EPS-DILUTED>                                      .03
        

</TABLE>


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