<PAGE>
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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended August 31, 1996 Commission file number 0-15671
UNICOMP, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 84-1023666
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
1800 SANDY PLAINS PKWY., SUITE 305
MARIETTA, GA 30066
(Address of principal executive offices) (zip code)
Registrant's telephone number: (770) 424-3684
Indicate by check mark whether the registrant (1) has filed all reports required
to be files by Section 13 or 15(d) of the Exchange Act 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
----- -----
The number of shares outstanding of the registrant's Common Stock as of October
11, 1996 was 5,590,245.
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<PAGE>
UNICOMP, INC.
Index
PART I. FINANACIAL INFORMATION PAGE
ITEM 1. Financial Statements
Consolidated Balance Sheets as of August 31, 1996
and February 29, 1996 3
Consolidated Statements of Operations for the
three months ended August 31, 1996 and 1995 5
Consolidated Statements of Operations for the
six months ended August 31, 1996 and 1995 6
Consolidated Statements of Cash Flows for the
six months ended August 31, 1996 and 1995 7
Notes to the Consolidated Financial Statements 8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 14
Signatures 14
Exhibit Index 15
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------------
UNICOMP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF AUGUST 31, 1996 AND FEBRUARY 29, 1996
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 29,
1996 1996
-------------- --------------
(UNAUDITED) (AUDITED)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 225,982 $ 1,261,153
Accounts and other receivables:
Trade, net of allowance of $146,052 and $137,878
as of August 31, 1996 and February 29, 1996, respectively 4,669,837 4,721,909
Related party receivables - 404,478
Other receivables 198,025 205,636
Inventories 854,893 715,944
Prepaid expenses 724,894 852,050
Deferred stock offering costs 525,153 -
Other assets 160,701 171,396
-------------- --------------
Total current assets 7,359,485 8,332,566
-------------- --------------
Property and equipment, net 2,454,451 2,401,969
-------------- --------------
Other assets:
Acquired and developed software, net of accumulated
amortization of $2,056,454 and $1,371,355 as of August 31, 1996
and February 29, 1996, respectively 5,155,025 4,802,724
Goodwill, net of accumulated amortization of
$100,191 and $57,345 as of August 31, 1996 and
February 29, 1996, respectively 673,959 694,489
Deferred tax asset 209,157 348,638
Other 208,219 91,667
-------------- --------------
Total other assets 6,246,360 5,937,518
-------------- --------------
Total assets $ 16,060,296 $ 16,672,053
-------------- --------------
-------------- --------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
3
<PAGE>
UNICOMP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF AUGUST 31, 1996 AND FEBRUARY 29, 1996
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 29,
1996 1996
-------------- --------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,345,459 $ 2,128,526
Accrued expenses 852,921 1,195,896
Deferred revenues 1,352,477 1,662,864
Lines of credit 1,826,225 1,078,933
Income taxes payable 98,692 148,015
Other accrued taxes 284,035 393,915
Current portion of notes payable 279,242 375,105
-------------- --------------
Total current liabilities 6,039,051 6,983,254
-------------- --------------
Long-term liabilities:
Notes payable 1,011,045 1,072,926
Convertible notes - 1,980,000
Deferred income taxes 592,191 519,109
-------------- --------------
Total long-term liabilities 1,603,236 3,572,035
-------------- --------------
Total liabilities 7,642,287 10,555,289
-------------- --------------
Stockholders' equity:
Common stock: $.01 par value, authorized 25,000,000,
issued and outstanding 5,590,245 and 5,163,432 at
August 31, 1996 and February 29, 1996, respectively 55,902 51,634
Additional contributed capital 8,177,213 6,229,829
Retained earnings 1,217,981 475,636
-------------- --------------
9,451,096 6,757,099
Treasury stock (849,933) (460,554)
Cumulative translation adjustment (183,154) (179,781)
-------------- --------------
Total stockholders' equity 8,418,009 6,116,764
-------------- --------------
Total liabilities and stockholders' equity $ 16,060,296 $ 16,672,053
-------------- --------------
-------------- --------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
4
<PAGE>
UNICOMP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 1996 AND AUGUST 31, 1995
THREE MONTHS ENDED AUGUST 31,
--------------------------------
1996 1995
------------- -------------
(UNAUDITED) (UNAUDITED)
Revenues:
Equipment and software $ 2,370,230 $ 2,748,923
Maintenance and services 3,365,252 2,397,593
------------- -------------
Total revenues 5,735,482 5,146,516
------------- -------------
Cost of sales:
Equipment and software 1,680,146 1,442,755
Maintenance and services 621,959 219,308
------------- -------------
Total cost of sales 2,302,105 1,662,063
------------- -------------
Gross profit 3,433,377 3,484,453
------------- -------------
Operating expenses:
Selling, general, and administrative 2,841,118 2,569,522
Depreciation expense 168,503 175,613
------------- -------------
Total operating expenses 3,009,621 2,745,135
------------- -------------
Operating income 423,756 739,318
Other income (expense):
Other, net (22,235) 6,834
Interest, net (57,241) (61,947)
------------- -------------
Total other income (expense) (79,476) (55,113)
Income before provision for income taxes 344,280 684,205
------------- -------------
Provision for income taxes 62,493 81,923
------------- -------------
Net income $ 281,787 $ 602,282
------------- -------------
------------- -------------
Net income per share $ 0.05 $ 0.11
------------- -------------
------------- -------------
Weighted average number of shares 5,596,328 5,341,386
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
5
<PAGE>
UNICOMP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED AUGUST 31, 1996 AND AUGUST 31, 1995
SIX MONTHS ENDED AUGUST 31,
--------------------------------
1996 1995
------------- -------------
(UNAUDITED) (UNAUDITED)
Revenues:
Equipment and software $ 4,845,914 $ 5,106,355
Maintenance and services 6,773,603 4,956,469
------------- -------------
Total revenues 11,619,517 10,062,824
------------- -------------
Cost of sales:
Equipment and software 3,565,147 2,815,442
Maintenance and services 1,177,008 552,019
------------- -------------
Total cost of sales 4,742,155 3,367,461
------------- -------------
Gross profit 6,877,362 6,695,363
------------- -------------
Operating expenses:
Selling, general, and administrative 5,321,000 5,079,787
Depreciation expense 350,857 338,901
------------- -------------
Total operating expenses 5,671,857 5,418,688
------------- -------------
Operating income 1,205,505 1,276,675
Other income (expense):
Other, net (12,938) 2,492
Interest, net (150,045) (100,203)
------------- -------------
Total other income (expense) (162,983) (97,711)
Income before provision for income taxes 1,042,522 1,178,964
------------- -------------
Provision for income taxes 300,176 130,059
------------- -------------
Net income $ 742,346 $ 1,048,905
------------- -------------
------------- -------------
Net income per share $ 0.14 $ 0.20
------------- -------------
------------- -------------
Weighted average number of shares 5,482,705 5,186,240
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
6
<PAGE>
UNICOMP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED AUGUST 31, 1996 AND AUGUST 31, 1995
<TABLE>
<CAPTION>
SIX MONTHS ENDED AUGUST 31,
---------------------------------
1996 1995
-------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Net cash provided (used) by operating activities:
Net income $ 742,346 $ 1,048,905
Adjustments to reconcile net income to net cash
used by operations:
Depreciation and amortization 1,078,802 824,326
Allowance for doubtful accounts 8,174 14,920
Deferred taxes 212,563 150,000
Changes in assets and liabilities:
Accounts and other receivables 66,608 (586,083)
Inventories (138,949) (304,098)
Prepaid expenses 127,156 (5,288)
Accounts payable (783,067) 195,498
Accrued expenses (286,959) (161,338)
Other accrued taxes (109,880) 66,424
Deferred revenues (310,387) (747,976)
Income taxes payable (49,323) 18,281
Other (212,537) 13,750
-------------- --------------
Net cash provided by operating activities 344,547 527,321
-------------- --------------
Cash flow from investing activities:
Capital expenditures (403,340) (1,119,818)
Acquired and developed software (1,037,400) (740,322)
-------------- --------------
Net cash used by investing activities (1,440,740) (1,860,140)
-------------- --------------
Cash flow from financing activities:
Payments on notes payable (157,744) (91,465)
Proceeds from borrowing 747,292 1,362,022
Deferred stock offering costs (525,153) -
Issuance of common stock - 152,865
Reclassification of notes receivable from related party - 82,000
-------------- --------------
Net cash provided by financing activities 64,395 1,505,422
-------------- --------------
Net (decrease) increase in cash (1,031,798) 172,603
-------------- --------------
Effect of exchange rates on cash (3,373) 2,439
-------------- --------------
Cash and cash equivalents at beginning of period 1,261,153 85,845
-------------- --------------
Cash and cash equivalents at the end of the period $ 225,982 $ 260,887
-------------- --------------
-------------- --------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
7
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In the opinion of management, the information furnished herein reflects all
adjustments which are necessary for the fair presentation of the results for the
periods reported. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been omitted. It is suggested that these quarterly
consolidated financial statements and notes be read in conjunction with the
consolidated financial statements and notes thereto included in the annual
report on Form 10-K for the fiscal year ended February 29, 1996.
On April 16, 1996, the Company completed its acquisition of Smoky Mountain
Technologies, Inc. ("Smoky Mountain") which designs, develops and markets
payment-processing systems. The Company issued 500,000 shares of its common
stock for all of the outstanding common stock of Smoky Mountain. This
transaction has been accounted for as a pooling-of-interests. Generally
accepted accounting principles prescribe giving effect to a consummated business
combination accounted for by the pooling-of-interests method in financial
statements that do not include the date of consummation. As such, the
consolidated balance sheet at February 29, 1996 and the consolidated results of
operations for the three and six months ended August 31, 1995 have been restated
to reflect the acquisition. Certain prior year amounts presented in the
consolidated financial statements have been reclassified to conform to current
presentation.
CONVERTIBLE NOTES
426,813 shares of common stock were issued upon conversion of the remaining
$1,980,000 principal balance of convertible notes and accrued interest thereon
during the six months ended August 31, 1996.
3. RELATED PARTY TRANSACTIONS
On August 31, 1996, the Board of Directors approved the exchange of 68,626
shares of the Company's common stock in lieu of $378,130 of indebtedness owed to
the Company by certain officers and affiliated companies. These shares are held
as treasury stock at August 31, 1996.
4. STOCK OFFERING
On September 18, 1996, the Company filed a registration statement on Form S-1
to sell an additional 2,100,000 shares of common stock (2,415,000 shares if
the underwriters over-allotments are exercised in full). The proceeds from
the stock offering will be used for repayment of certain outstanding
indebtedness, working capital and other general corporate purposes, including
potential acquisitions. As of August 31, 1996, the company has incurred costs
associated with the offering totaling $525,153 which have been deferred and
recorded in current assets. These costs will be offset with the proceeds
from the stock offering and the net proceeds will be included in
stockholders' equity upon conclusion of the offering.
8
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO CONTAINED IN PART I OF THIS
REPORT AND WITH THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED FEBRUARY 29, 1996. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED
HEREIN, THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO
RISKS AND UNCERTAINTIES INCLUDING ECONOMIC, COMPETITIVE AND TECHNOLOGICAL
FACTORS AFFECTING THE COMPANY'S OPERATIONS, MARKETS, PRODUCTS, SERVICES, AS WELL
AS OTHER FACTORS CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K. THESE
AND OTHER FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED.
OVERVIEW
UniComp provides information technology services to businesses located
primarily in the United Kingdom and platform-migration software and payment-
processing systems to users in North America and Europe.
During each of the last three fiscal years, approximately 80% of the
Company's total revenues were derived from its international operations.
Denomination of the Company's revenues and expenses are generally in
corresponding currencies. As a result, the Company has not hedged against
foreign currency exchange rate risks to date.
Cost of sales for maintenance and information technology services includes
supplies, parts, subcontractors and other direct costs of delivering the
services, except for salary costs, which are included in selling, general and
administrative expenses. Cost of sales for computer equipment and supplies
consists of the actual cost of the products sold. Cost of sales for software
licensing includes amortization of capitalized software development costs, as
well as any royalties payable on embedded technologies. The Company amortizes
capitalized software development costs over the estimated life of the product,
generally three to four years. Gross margins can increase significantly as
software licensing revenues increase over amortization costs.
Selling, general and administrative expenses include salaries and related
costs for all employees, travel, internal equipment, premises and marketing
costs, as well as general office and administrative costs. Development grants
received from the government of Northern Ireland have been recorded as a
reduction in selling, general and administrative expenses, or a reduction of
capitalized development costs, and are anticipated to remain relatively constant
for the foreseeable future. Although the Company expects the dollar amount of
selling, general and administrative expenses to increase as the Company grows,
it anticipates that these expenses will remain constant or decrease as a
percentage of total revenues.
In April 1996, the Company completed its acquisition of Smoky Mountain
Technologies, Inc. ("Smoky Mountain") which designs, develops and markets
payment-processing systems. The acquisition has been accounted for by the
pooling-of-interests method. Generally accepted accounting principles prescribe
giving effect to a consummated business combination accounted for by the
pooling-of-interests method in financial statements that do not include the date
of consummation. As such, the consolidated balance sheet at February 29, 1996
and the consolidated results of operations for the three and six months ended
August 31, 1995 have been restated to reflect the acquisition.
9
<PAGE>
On August 1, 1995, the Company acquired certain assets and liabilities of
Advec Limited ("Advec"), a provider of information technology services and
ancillary products in Northern Ireland. The acquisition has been accounted for
by the purchase method. As such, Advec's results of operations have been
included since the date of acquisition.
RESULTS OF OPERATIONS
REVENUES. Revenues for the six months ended August 31, 1996 increased to
$11.6 million compared to $10.0 million for the comparable period in the prior
fiscal year, an increase of $1.6 million or 15.5%.
Revenues from maintenance and other information technology services
increased to $6.8 million for the six months ended August 31, 1996 from $5.0
million for the comparable period in the prior fiscal year, an increase of $1.8
million or 36.7%. A portion of this increase was due to approximately $450,000
of additional maintenance and service revenues for the six months ended August
31, 1996 arising as a result of the Advec acquisition. The remainder of the
increase was due to continued growth as the Company penetrates these markets.
Revenues have continued to grow due to an increase in revenues from new and
renewed hardware and software maintenance contracts, as well as an increase in
services such as custom programming and implementation and consultancy.
Revenues from sales of equipment and supplies remained consistent at $2.6
million for the six months ended August 31, 1996 and 1995. An increase in
equipment revenues from the Advec acquisition of approximately $500,000 was
offset by overall decreases in equipment sales from other divisions in Northern
Ireland during the six months ended August 31, 1996. The Company has not
focused its efforts on the sale of computer equipment and supplies due to their
relatively low profit margins compared to its other revenue sources.
Revenues from software licensing decreased slightly to $2.2 million for the
six months ended August 31, 1996 compared to $2.5 million for the comparable
period in the prior fiscal year, a decrease of $262,000 or 10.6%. This decrease
was primarily due to the recognition for the six months ended August 31, 1995 of
$950,000 of revenue associated with a large sale of platform-migration software
to Siemens Nixdorf totaling $1.5 million for the fiscal year ended February 29,
1996. In addition to the reduction in platform-migration revenues due to
the large Siemens Nixdorf order in the prior year, UNIBOL36 licensing continues
to decline with revenues of $680,000 for the six months ended August 31, 1996
compared to $990,000 for the comparable period in the prior fiscal year, a
decrease of $310,000. The Company anticipates that the decline in the UNIBOL36
revenues will subside in the second half of fiscal year ending February 28, 1997
with the release of a version of UNIBOL36 supporting Windows NT which was
release in September 1996 and is anticipated expand the UNIBOL36 market. This
decrease was partially offset by revenues generated by UNIBOL400 of $215,000 for
the first half of fiscal year ending February 28, 1997. UNIBOL 400 is beginning
to gain market acceptance as the Company has several live end-user installs of
the product.
Revenues generated from payment-processing systems continue to grow as
these products gain market acceptance. Revenues from payment-processing systems
increased to $977,000 for the six months ended August 31, 1996 from $250,000 in
the comparable period of the prior fiscal year, an increase of $727,000.
10
<PAGE>
INTERNATIONAL REVENUES. Revenues from international operations,
principally in the United Kingdom, increased to $9.4 million for the six months
ended August 31, 1996 from $8.9 million for the comparable period in the prior
fiscal year, an increase of $481,000 or 5.4%. This increase was primarily
attributable to increased revenues arising as a result of the Advec acquisition
and increased revenues from additional contracts and the renewal of existing
contracts offset by a decline in revenues from the sale of platform-migration
software as a result of the large sale to Siemens Nixdorf and an overall
decrease in platform-migration revenues.
Revenues in the United States increased to $2.2 million for the six months
ended August 31, 1996 from $1.1 million for the comparable period in the prior
fiscal year, an increase of $1.1 million or 97.6%. This increase was primarily
due to a $749,000 increase in revenues from the payment-processing division for
the first half of fiscal year 1997. Additionally, domestic revenues from the
UNIBOL division increased to $945,000 for the six months ended August 31, 1996
from $632,000 in the comparable period of the prior fiscal year, and increase of
$313,000.
GROSS PROFIT. Gross profit for maintenance and other information
technology services declined slightly to 82.6% of maintenance and service
revenues for the six months ended August 31, 1996 from 88.8% for the comparable
period in the prior fiscal year due principally to pricing pressure caused by
more competitive market conditions on bids for new and renewed contracts.
Gross profit for equipment and software declined to 26.4% of equipment and
software revenues for the six months ended August 31, 1996, compared to 44.9% or
the comparable period in the prior fiscal year. The decrease in gross margin on
equipment and software was principally due to an increase in amortization of
approximately $200,000 on capitalized software based on the first release of
UNIBOL400 in the fourth quarter of the fiscal year ended February 29, 1996 and
the decline in software licensing revenues described above. These margins are
expected to increase in future periods UNIBOL400 and payment-processing systems
gain additional market acceptance and licensing revenues increase.
OPERATING EXPENSES. Selling, general and administrative expenses increased
to $5.3 million for the six months ended August 31, 1996 compared to $5.1
million for the comparable period in the prior fiscal year, and increase of
$241,000 or 4.7%. Selling, general and administrative expenses as a percentage
of total revenues improved to 46.0% for the six months ended August 31, 1996
compared to 50.5% for the comparable period in the prior fiscal year. The
largest component of the Company's selling, general and administrative expenses
consisted of employee salaries and related costs, which were $4.1 million for
the six months ended August 31, 1996 compared to $3.9 million for the six months
ended August 31, 1995.
OTHER EXPENSES. Other expense was $163,000 for the six months ended August
31, 1996 as compared to $98,000 for the comparable period in the prior fiscal
year. The interest expense component increased to $150,000 for the six months
ended August 31, 1996 from $100,000 for the comparable period in the prior
fiscal year. The increase in interest expense was principally due to interest
costs associated with the $2.0 million principal amount of 7.0% convertible
notes issued in December 1995. All of these notes have been converted into
shares of the Company's common stock as of August 31, 1996.
11
<PAGE>
TAXES. The effective income tax rate (income taxes expressed as a
percentage of pretax income) was 28.8% for the six months ended August 31, 1996,
compared to 11.0% for the comparable period in the prior fiscal year. This
increase was principally due to the fact that the Company became fully taxable
after the elimination of the valuation allowance on the Company's deferred tax
asset during fiscal year ended February 28, 1996, which has resulted in an
increase in the tax provision for the first half of fiscal year 1997 to $300,000
from $130,000 for the comparable period in the prior fiscal year, an increase of
$170,000. Upon completion of an examination by the Inland Revenue Bureau in the
second quarter of fiscal year 1997, the Company recorded a tax credit of
$51,000. The Company's effective income tax rate exclusive of this tax credit
was 33.7%.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended August 31, 1996, the Company generated cash from
operations of $345,000 compared to $527,000 for the same period a year ago.
During the six months ended August 31, 1996, the Company expended $403,000 for
capital improvements. Capital expenditures for the comparable period in the
prior year were $1,120,000, or a decrease of $667,000. During the second
quarter of the prior year the company acquired a building in Belfast, Northern
Ireland which houses certain of the Company's operations. Other significant
investing expenditures in the first six months of fiscal year ending February
28, 1997 included capitalization of internally developed software of
approximately $1,037,000.
Significant sources of cash from financing activities include, additional
borrowings on the short term line of credit in the United Kingdom of $300,000
for general corporate purposes and borrowings of $440,000 in the United States
primarily for working capital requirements of its newly acquired subsidiary,
Smoky Mountain.
During the six months ended August 31, 1996, all of the remaining
$1,980,000 convertible notes were converted into 426,813 shares of the Company's
common stock.
In September, 1996, the Company filed a registration statement on Form S-1
to sell an additional 2,100,000 shares of common stock (2,415,000 shares if the
underwriters over-allotments are exercised in full). The proceeds from the
stock offering will be used to repay certain outstanding indebtedness, working
capital and other general corporate purposes, including potential acquisitions.
The Company believes that the proceeds from the offering, together with
cash generated from increased profitability and available credit, if necessary,
will be sufficient to meet its working capital needs both on a short and long-
term basis. However, the Company's capital needs will depend on many factors,
including the Company's ability to maintain the trend of profitable
operations, the need to develop and improve products, and various other factors.
Depending on its working capital requirements, the Company may seek additional
financing through debt or equity offerings in the private or public markets at
any time. The Company's ability to obtain additional financing will depend on
its results of operations, financial condition and business prospects, as well
as conditions then prevailing in the relevant capital markets. There can be no
assurance that financing will be available or, if available, will be on terms
acceptable to the Company.
12
<PAGE>
SEASONALITY AND INFLATION
The Company's operations have not proven to be significantly seasonal, although
quarterly revenues and net income may vary. Although the Company cannot
accurately determine the amounts attributable thereto, the Company has been
affected by inflation through increased costs of employee compensation and other
operating expenses. The Company believes that these have not had a material
effect on the Company's operations or its financial condition.
13
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1, 2, 3, 4 AND 5 ARE NOT APPLICABLE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT DESCRIPTION
------- -----------
27.1 Financial Data Schedule (SEC use only)
(B) REPORTS ON FORM 8-K
None
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.
UNICOMP, INC.
/s/ L. Allen Plunk October 15, 1996
- ----------------------------- -------------------
L. Allen Plunk Date
Chief Financial Officer
14
<PAGE>
UNICOMP, INC.
EXHIBIT INDEX
27.1 Financial Data Schedule
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> AUG-31-1996
<CASH> 225,982
<SECURITIES> 0
<RECEIVABLES> 4,815,889
<ALLOWANCES> 146,052
<INVENTORY> 854,893
<CURRENT-ASSETS> 7,359,485
<PP&E> 4,616,684
<DEPRECIATION> 2,162,233
<TOTAL-ASSETS> 16,060,296
<CURRENT-LIABILITIES> 6,039,051
<BONDS> 0
0
0
<COMMON> 55,902
<OTHER-SE> 8,362,107
<TOTAL-LIABILITY-AND-EQUITY> 16,060,051
<SALES> 4,845,914
<TOTAL-REVENUES> 11,619,517
<CGS> 3,565,147
<TOTAL-COSTS> 4,742,155
<OTHER-EXPENSES> 5,671,857
<LOSS-PROVISION> 21,735
<INTEREST-EXPENSE> 150,045
<INCOME-PRETAX> 1,042,522
<INCOME-TAX> 300,176
<INCOME-CONTINUING> 742,346
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 742,346
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</TABLE>
