INFORMATION ANALYSIS INC
10QSB, 1996-08-20
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-QSB


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


            For the Quarter Ended                   Commission
                June 30, 1996                    File No. 33-9390


                       INFORMATION ANALYSIS INCORPORATED
             (Exact name of Registrant as specified in its charter)


                   Virginia                          54-1167364
        (State or other jurisdiction of             (IRS Employer
       incorporation or organization)            Identification No.)

 2222 Gallows Road, Suite 300
 Dunn Loring, VA                                          22027
 (Address of principal executive offices)               (Zip Code)


(Registrant's telephone number,
including area code)                     (703) 641-0955

  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  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.


          Yes     x                      No
             --------------                 -------------

    State the number of shares  outstanding  of each of the issuer's  classes of
common stock, as of June 30, 1996:

         Common Stock, par value $.01, 464,303 shares



   Transitional small business disclosure format.

         Yes                            No     x
             ----------                    ----------



<PAGE>

               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 June 30, 1996

                               ASSETS

      Current assets
           Cash and cash equivalents                        $         93,765
           Accounts receivable                                     2,838,593
           Employee advances                                          33,721
           Deferred income taxes                                      95,887
           Prepaid expenses                                          164,839
           Other receivables                                          68,867
                                                            -----------------

               Total current assets                                3,295,672

      Fixed assets
           At cost, net of accumulated depreciation
           and amortization of $1,135,694                            237,254

      Equipment under capital leases
           Net of accumulated amortization of $45,471                 60,350

      Investments                                                     10,000
      Goodwill                                                        99,606
      Other receivables                                              157,660
                                                            -----------------

      Total assets                                          $      3,860,542
                                                            =================

<PAGE>


               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 June 30, 1996


                        LIABILITIES & STOCKHOLDERS' EQUITY

      Current liabilities
           Accounts payable                                 $      1,120,111
           Accrued payroll                                           280,291
           Other accrued liabilities                                  95,911
           Note payable - bank                                        50,000
           Current portion of note payable - other                   115,413
           Current maturities of capital                              18,229
               lease obligations
           Income taxes payable                                        7,664
           Deferred rent                                               5,964
                                                               --------------

               Total current liabilities                           1,693,583

      Note payable - other                                           123,172
      Capital lease obligations,  net of                              49,020
           current portion
      Deferred income taxes                                           19,000
                                                               --------------

               Total liabilities                                   1,884,775
                                                               --------------
      Common stock, par value $0.01
           1,000,000 shares authorized; 627,482
           shares issued                                               6,275

      Paid in capital in excess of par value                         797,156

      Retained earnings                                            2,010,149

      Less treasury stock; 163,179 shares at cost                   (837,813)
                                                               --------------
               Total stockholders' equity                          1,975,767
                                                               --------------
      Total liabilities and stockholders' equity                  $3,860,542
                                                               ==============


<PAGE>

               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                For the six months ended June 30,
                                                         ----------------------------------------------

                                                                  1996                         1995
                                                           --------------               --------------
<S> <C>
      Sales
           Professional fees                               $   6,999,875                $   8,388,366
           Software sales                                        126,893                      114,831
                                                           --------------               --------------
                Total sales                                    7,126,768                    8,503,197
                                                           --------------               --------------

      Cost of sales
           Cost of professional fees                           5,633,024                    6,593,315
           Cost of software sales                                102,088                      102,554
                                                           --------------               --------------
                Total cost of sales                            5,735,112                    6,695,869
                                                           --------------               --------------

      Gross profit                                             1,391,656                    1,807,328

      Selling, general and administrative expenses             1,297,438                    1,599,756
                                                           --------------               --------------

      Income  from operations                                     94,218                      207,572

      Other income and expenses
           Interest income                                         2,785                        3,349
           Interest expense                                      (13,983)                     (70,640)
                                                           --------------               --------------

      Income before provision for income                          83,020                      140,281
           taxes
      Provision  for income taxes                                 28,359                       53,306
                                                           --------------               --------------

      Net income                                           $      54,661                $      86,975
                                                           ==============               ==============





      Net income per common and common
           equivalent share                                        $0.12                        $0.18

      Weighted average common and common
           equivalent shares outstanding                         464,499                      484,800
</TABLE>


<PAGE>

               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                                               For the three months ended June 30,
                                                         ---------------------------------------------

                                                                  1996                         1995
                                                           --------------               --------------
<S> <C>
      Sales
           Professional fees                               $   2,946,788                $   4,159,124
           Software sales                                        100,456                       57,852
                                                           --------------               --------------
                Total sales                                    3,047,244                    4,216,976
                                                           --------------               --------------

      Cost of sales
           Cost of professional fees                           2,321,967                    3,231,146
           Cost of software sales                                 80,490                       50,443
                                                           --------------               --------------
                Total cost of sales                            2,402,457                    3,281,589
                                                           --------------               --------------

      Gross profit                                               644,787                      935,387

      Selling, general and administrative expenses               715,660                      771,267
                                                           --------------               --------------

      Income  (loss) from operations                             (70,873)                     164,120

      Other income and expenses
           Interest income                                         2,184                        1,253
           Interest expense                                       (5,880)                     (37,217)
                                                           --------------               --------------

      Income (loss) before provision for income                  (74,569)                     128,156
           taxes
      Provision  (benefit) for income taxes                      (28,565)                      48,699
                                                           --------------               --------------

      Net income (loss)                                    $     (46,004)               $      79,457
                                                           ==============               ==============





      Net income per common and common
           equivalent share                                       ($0.10)                       $0.16

      Weighted average common and common
           equivalent shares outstanding                         461,353                      483,171

</TABLE>


<PAGE>

               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            For the six months ending June 30,

                                                                            1996                      1995
                                                                     ------------------         ---------------
<S> <C>
Cash flows from operating activities
      Cash received from customers                                     $     8,000,987       $     8,080,219
      Cash paid to suppliers and employees                                  (7,291,638)           (7,943,311)
      Interest received                                                          2,785                 3,349
      Interest paid                                                            (13,983)              (70,640)
                                                                       ----------------      ----------------
         Net cash  provided  by operating activities                           698,151                69,617
                                                                       ----------------      ----------------

Cash flows from investing activities
      Loans and advances                                                        (9,097)                1,260
      Acquisition of furniture and equipment                                   (31,074)              (66,108)
                                                                       ----------------      ----------------
         Net cash used in investing activities                                 (40,171)              (64,848)
                                                                       ----------------      ----------------

Cash flows from financing activities
      Net borrowing (payments) under bank revolving                           (500,000)               27,000
          line of credit
      Principal payments on debt and capital leases                             (9,875)               (8,688)
      (Repurchase) of common stock                                             (36,750)              (47,350)
      Goodwill associated with purchase of a business                          (99,606)                    0
      Stock issued in purchase of a business                                    25,000                     0
      Proceeds from exercise of incentive stock options                              0                   275
                                                                       ----------------      ----------------
         Net cash used  by financing activities                               (621,231)              (28,763)
                                                                       ----------------      ----------------

Net increase (decrease) in cash and cash equivalents                            36,749               (23,994)

Cash and cash equivalents at beginning of the period                            57,016                35,211

                                                                       ----------------      ----------------
Cash and cash equivalents at end of the period                         $        93,765       $        11,217
                                                                       ================      ================


Reconciliation of net income to cash provided by operating activities


Net income                                                             $        54,661       $        86,975

Adjustments to reconcile net loss to
net cash provided by operating activities
      Depreciation and amortization                                             77,610                86,599
      Changes in operating assets and liabilities
          Accounts receivable                                                  874,219              (422,978)
          Other receivables and prepaid expenses                              (483,406)               43,710
          Accounts payable and accrued expenses                                151,820               227,117
          Deferred rent                                                         (5,112)               (5,112)
          Income tax liability                                                  28,359                53,306

                                                                       ----------------      ----------------
Net cash provided  by operating activities                             $       698,151       $        69,617
                                                                       ================      ================
</TABLE>

<PAGE>



                       INFORMATION ANALYSIS INCORPORATED

                         Notes to Financial Statements

The interim  financial  statements are furnished  without audit;  however,  they
reflect all adjustments  which are, in the opinion of management,  necessary for
the fair  statement of the financial  position and results of operations for the
six months ended June 30, 1996 and 1995. The financial statements should be read
in conjunction with the summary of significant  accounting policies and notes to
financial  statements included in the Company's annual report for the year ended
December 31, 1995.



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation.


Results of Operations



The  Company's  revenues  in the second  quarter of 1996 from its  computer  and
software related  services and sales segment  decreased by $464,491 or by 13.3%,
to $3,034,988 from $3,499,479 for  the  second  quarter  of 1996. The results of
this segment now include International Software  Services  Corporation  ("ISSC")
which will  operate  as a  subsidiary.  ISSC's  operating performance  has  been
included  from  the  date  of  acquisition,  June 5, 1996. For the period June 5
through June 30, 1996, ISSC generated $63,590 in revenue and  a $14,473  profit.
Overall,  in the second quarter of 1996, the Company incurred a $43,274  loss in
its  computer  and  software  related  services  segment.   This  represented  a
$192,628  reduction in profit compared with the second quarter of 1995, in which
the Company  generated a profit of $149,354 profit from this line of business.

In the second quarter of 1996, the gross profit percentage from the computer and
software  related services and sales segment  decreased to 21.3%,  from 22.6% in
the second quarter of 1995. Selling,  general, and administrative  expenses as a
percentage of revenue increased to 22.7% during the second quarter of 1996, from
18.4% in the second  quarter of 1995.  This increase is due to $110,000 in legal
fees that the Company  incurred in the second  quarter of 1996 in its protest of
the award to another  party of the renewal of the contract  that the Company has
maintained with the U.S. Customs Service ("USCS").

During the second  quarter of 1996,  the  Company  completed  its  intention  of
winding down the health care segment of the business provided by  Allied  Health
and  Information  Services,  Inc. ("AHISI").  AHISI's  last  remaining  contract
terminated May 3, 1996. No further revenue will be generated in AHISI. AHISI had
revenues of $12,256 and a loss of $27,599 during the second quarter of 1996.

On a consolidated  basis, as a result of  winding-down  its health care services
business,  the  Company's  overall  1996  second  quarter  revenues  declined by
$1,169,732  to  $3,047,244  from  $4,216,976  in the  second  quarter  of  1995.
Consolidated gross profit  margins also declined  to 21.2% in the second quarter
of  1996,  compared  to 22.2% in the  second  quarter  of 1995. Selling, general
and  administrative  expenses  as  a  percentage  of  revenue increased  by 5.3%
in the second quarter of 1996, to 23.5% from 18.2% in the corresponding  quarter
of 1995,  primarily  as a result of the  reduction of its consolidated  revenue.
After  considering  the  effect  of  interest and taxes, the Company sustained a
consolidated second quarter loss of $46,004 in 1996 compared to a $79,457 profit
which was generated in the second quarter of 1995.


<PAGE>


As a result of winding  down  AHISI's  business,  year-to-date  revenues for the
Company for the six months  ended June 30, 1996  decreased  $1,376,429  over the
corresponding   six  months  of  1995,  a  decrease  of  16.2%.   The  Company's
consolidated  gross profit  percentage  declined by 1.8% from 21.3% during first
six  months  of  1994,  to  19.5%  during the first six months of 1996. Selling,
general and administrative expenses as a percentage of revenue declined slightly
to 18.2%  during  the  first  six months of 1996,  compared  to 18.9% during the
first  six  months  of  1995. Interest  expense decreased by $56,657 during  the
first six months of 1996, as compared to the first six months of 1995.  Interest
income  declined  slightly  to  $2,785  in  the  first six months of 1996,  from
$3,349 in the first six  months of 1995.  Net income declined  to $54,661 during
the  first  six  months  of 1996, compared to a net income of $86,975 during the
first six months of 1995.



Liquidity and Capital Resources


In the second  quarter of 1996, as with the second  quarter of 1995, the Company
financed its operations  from current  collections  and through  advances on its
line of credit with its bank. As of June 30, 1996 the outstanding balance on its
line of credit was $50,000,  as compared to $1,419,000 as of June 30, 1995.  The
winding down of AHISI has reduced the  Company's  working  capital  requirements
allowing it to significantly  reduce its borrowings on the line of credit.  Cash
and cash equivalents at June 30, 1996 were $93,765,  compared to $11,217 at June
30, 1995.

The  Company's  renewed its line of credit for $1,500,000 on June 25, 1996. This
line of credit represents a $500,000  reduction  from the prior  line of credit.
This reduction is due to the Company's decreased  working  capital requirements.
This  line  of  credit  expires  June 19,  1997 at which  time it is subject  to
renewal.  The line of credit  coupled  with funds  generated  from operations is
sufficient to meet the Company's operating cash requirements.

The Company has no material commitments for capital expenditures.


<PAGE>



               PART II - FINANCIAL INFORMATION

Item 5.  Other Information

On April 9, 1996,  the  Company  protested  the award to  another  bidder of the
renewal of the contract the Company has maintained  with USCS.  This protest was
not successful.  The contract with USCS accounted for 58% and 34%  respectively,
of the Company's consolidated revenue for the years ending December 31, 1995 and
1994. Until this revenue is replaced,  the Company anticipates that its selling,
general and  administrative  expenses as a percentage of revenue will  increase.
Any and all direct expenses associated with the contract will be eliminated.



Item 6.  Exhibits and Reports on Form 8-K

(b) An 8-K was filed by the  registrant  during the quarter  ended June 30, 1996
pertaining to acquisition of International Software Services Corporation on June
5, 1996.


<PAGE>




                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Information Analysis Incorporated
(Registrant)


Date:   August 15, 1996                    By:______________________
                                             Sandor Rosenberg
                                             Chairman of the Board
                                             and President



Date:   August 15, 1996                   By:______________________
                                             Brian R. Moore
                                             Treasurer




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          93,765
<SECURITIES>                                         0
<RECEIVABLES>                                2,838,593
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,295,672
<PP&E>                                       1,478,769
<DEPRECIATION>                               1,181,165
<TOTAL-ASSETS>                               3,860,542
<CURRENT-LIABILITIES>                        1,693,583
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         6,275
<OTHER-SE>                                   1,969,492
<TOTAL-LIABILITY-AND-EQUITY>                 3,860,542
<SALES>                                      7,126,768
<TOTAL-REVENUES>                             7,129,553
<CGS>                                        5,735,112
<TOTAL-COSTS>                                7,032,550
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,983
<INCOME-PRETAX>                                 83,020
<INCOME-TAX>                                    28,359
<INCOME-CONTINUING>                             54,661
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    54,661
<EPS-PRIMARY>                                     0.12
<EPS-DILUTED>                                     0.12
        

</TABLE>


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