INFORMATION ANALYSIS INC
10QSB, 1996-11-19
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
             September 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 September 30, 1996:

         Common Stock, par value $.01, 460,303 shares



   Transitional small business disclosure format.

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

<PAGE>

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

                                                ASSETS

      Current assets
           Cash and cash equivalents                        $         35,764
           Accounts receivable                                     2,189,059
           Employee advances                                         134,073
           Deferred income taxes                                      95,887
           Prepaid expenses                                          163,411
           Other receivables                                          60,777
                                                            -----------------

               Total current assets                                2,678,971

      Fixed assets
           At cost, net of accumulated depreciation
           and amortization of $1,169,396                            280,289

      Equipment under capital leases
           Net of accumulated amortization of $50,762                 55,059

      Other assets                                                    16,593
      Investments                                                     10,000
      Goodwill                                                        85,080
      Other receivables                                              157,660
                                                            -----------------

      Total assets                                          $      3,283,652
                                                            =================

<PAGE>



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

                                    LIABILITIES & STOCKHOLDERS' EQUITY

      Current liabilities
           Accounts payable                                 $        564,560
           Accrued payroll                                           303,138
           Other accrued liabilities                                  60,125
           Note payable - bank                                        75,000
           Current portion of note payable - other                   120,300
           Current maturities of capital                              18,229
               lease obligations
           Income taxes payable                                        5,317
           Deferred rent                                               3,408
                                                            -----------------

               Total current liabilities                           1,150,077

      Note payable - other                                           123,172
      Capital lease obligations,  net of                              44,355
           current portion
      Deferred income taxes                                           19,000
                                                            -----------------

               Total liabilities                                   1,336,604
                                                            -----------------

      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                                            1,997,930

      Less treasury stock; 167,179 shares at cost                   (854,313)
                                                            -----------------

               Total stockholders' equity                          1,947,048
                                                            -----------------

      Total liabilities and stockholders' equity            $      3,283,652
                                                            =================

<PAGE>


               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                            For the nine months ended September 30,
                                                         ---------------------------------------------

                                                                 1996                         1995
                                                           --------------               --------------
<S> <C>
      Sales
           Professional fees                             $     9,343,616              $    12,016,630
           Software sales                                        339,926                      210,911
                                                         ----------------             ----------------
                Total sales                                    9,683,542                   12,227,541
                                                         ----------------             ----------------

      Cost of sales
           Cost of professional fees                           7,409,611                    9,526,293
           Cost of software sales                                292,717                      183,762
                                                         ----------------             ----------------
                Total cost of sales                            7,702,328                    9,710,055
                                                         ----------------             ----------------

      Gross profit                                             1,981,214                    2,517,486

      Selling, general and administrative expenses             1,895,716                    2,314,621
                                                         ----------------             ----------------

      Income  from operations                                     85,498                      202,865

      Other income and expenses
           Interest income                                         9,944                        6,037
           Interest expense                                      (26,988)                    (100,055)
                                                         ----------------             ----------------

      Income before provision for income                          68,454                      108,847
           taxes
      Provision  for income taxes                                 26,012                       41,643
                                                         ----------------             ----------------

      Net income                                                  42,442                       67,204
                                                         ================             ================

      Retained earnings:
           Beginning of period                                 1,955,488                    2,030,121
                                                         ----------------             ----------------
           End of period                                 $     1,997,930              $     2,097,325
                                                         ================             ================

      Net income per common and common
           equivalent share                                        $0.09                        $0.14

      Weighted average common and common
           equivalent shares outstanding                         463,634                      483,467
</TABLE>


<PAGE>

               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                            For the three months ended September 30,
                                                         ---------------------------------------------

                                                                  1996                         1995
                                                           --------------               --------------
<S> <C>
      Sales
           Professional fees                             $     2,343,741              $     3,628,264
           Software sales                                        213,033                       96,080
                                                         ----------------             ----------------
                Total sales                                    2,556,774                    3,724,344
                                                         ----------------             ----------------

      Cost of sales
           Cost of professional fees                           1,776,587                    2,932,978
           Cost of software sales                                190,629                       81,208
                                                         ----------------             ----------------
                Total cost of sales                            1,967,216                    3,014,186
                                                         ----------------             ----------------

      Gross profit                                               589,558                      710,158

      Selling, general and administrative expenses               598,278                      714,865
                                                         ----------------             ----------------

      Income  (loss) from operations                              (8,720)                      (4,707)

      Other income and expenses
           Interest income                                         7,159                        2,688
           Interest expense                                      (13,005)                     (29,415)
                                                         ----------------             ----------------

      Income (loss) before provision for income                  (14,566)                     (31,434)
           taxes
      Provision  (benefit) for income taxes                       (2,347)                     (11,663)
                                                         ----------------             ----------------

      Net income (loss)                                          (12,219)                     (19,771)
                                                         ================             ================

      Retained Earnings:
           Beginning of period                                 2,010,149                    2,117,096
                                                         ----------------             ----------------
           End of period                                 $     1,997,930              $     2,097,325
                                                         ================             ================

      Net income per common and common
           equivalent share                                       ($0.03)                      ($0.04)

      Weighted average common and common
           equivalent shares outstanding                         463,561                      481,800
</TABLE>


<PAGE>

               INFORMATION ANALYSIS INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                       For the nine months ending September 30,

                                                                                1996                     1995
                                                                     ------------------         ---------------
<S> <C>
Cash flows from operating activities
      Cash received from customers                                   $      10,746,126       $      12,016,657
      Cash paid to suppliers and employees                                  (9,927,705)            (11,099,471)
      Interest received                                                          9,944                   6,037
      Interest paid                                                            (26,988)               (100,055)
                                                                     ------------------      ------------------
         Net cash  provided  by operating activities                           801,377                 823,168
                                                                     ------------------      ------------------

Cash flows from investing activities
      Loans and advances                                                      (109,449)                  5,537
      Acquisition of furniture and equipment                                  (110,310)                (71,941)
                                                                     ------------------      ------------------
         Net cash used in investing activities                                (219,759)                (66,404)
                                                                     ------------------      ------------------

Cash flows from financing activities
      Net borrowing (payments) under bank revolving                           (475,000)               (688,000)
          line of credit
      Principal payments on debt and capital leases                            (14,540)                (12,866)
      (Repurchase) of common stock                                             (53,250)                (61,788)
      Goodwill associated with purchase of a business                          (85,080)                      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                               (602,870)               (762,379)
                                                                     ------------------      ------------------

Net increase (decrease) in cash and cash equivalents                           (21,252)                 (5,615)

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

                                                                     ------------------      ------------------
Cash and cash equivalents at end of the period                       $          35,764       $          29,596
                                                                     ==================      ==================


Reconciliation of net income to cash provided by operating activities


Net income                                                           $          42,442       $          67,204

Adjustments to reconcile net loss to
net cash provided by operating activities
      Depreciation and amortization                                            119,102                 130,856
      Changes in operating assets and liabilities
          Accounts receivable                                                1,062,584                (210,884)
          Other receivables and prepaid expenses                               (29,312)                 72,640
          Accounts payable and accrued expenses                               (411,783)                729,377
          Deferred rent                                                         (7,668)                 (7,668)
          Income tax liability                                                  26,012                  41,643

                                                                     ------------------      ------------------
Net cash provided  by operating activities                           $         801,377       $         823,168
                                                                     ==================      ==================
</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
nine months ended September 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 third quarter of 1996 decreased by $1,167,570 , or
by 31.0%,  to $2,556,774  from  $3,724,344  for the third quarter of 1995.  This
reduction was primarily due to a decrease in revenue from the Company's contract
with the U.S. Customs Service ("USCS") which generated  $2,546,698 of revenue in
the third quarter of 1995,  compared with $1,111,774 during the third quarter of
1996.  The contract  with USCS  terminated  on September  30, 1996. In the third
quarter of 1996,  the Company  incurred a $12,219 net loss.  This  represented a
$7,552  improvement over the third quarter of 1995 in which the Company incurred
a net loss of $19,771.

In the third quarter of 1996, the Company's gross profit percentage increased to
23.1%,  compared to 19.0%  during the third  quarter of 1995.  This  increase is
attributable  to the  winding-down  of  the  lower  margin  business  which  the
Company's  health care  segment  previously  conducted.  Selling,  general,  and
administrative expenses as a percentage of revenue increased to 23.4% during the
third quarter of 1996, from 19.0% in the third quarter of 1995. This increase is
due to the Company's declining revenue base.

Year-to-date  revenues for the Company for the nine months ended  September  30,
1996 were $9,683,542 a $2,543,999 or 20.0% decreased from the corresponding nine
months of 1995.  This decrease was  primarily  attributed to the winding down of
the  Company's  health  care  segment  which  operated through Allied Health and
Information Systems,  Inc. ("AHISI").  AHISI generated $47,756 of revenue during
the first  nine  months of 1996,  as compared to $1,915,909 of revenue generated
during the first  nine  months of 1995.  The Company's  gross profit  percentage
decreased slightly by 0.1% from 20.6% during first nine months of 1995, to 20.5%
during  the first  nine  months of  1996. Selling,  general  and  administrative
expenses  as  a  percentage of  revenue increased to 19.6% during the first nine
months  of  1996,  compared  to 18.9%  during  the  first  nine  months of 1995,
primarily  as a result of the decline in revenue,  interest expense decreased by
$73,067  during  the  first  nine  months of 1996, as compared to the first nine
months of 1995.  Interest income  increased slightly to $9,944 in the first nine
months of 1996,  from  $6,037  in  the  first  nine  months  of 1995. Net income
declined to $42,442 during the first nine months of 1996, compared to net income
of $67,204 during the first nine months of 1995.

In an attempt to expand its revenue base, in the third quarter ending  September
30,  1996,  the  Company  intensified  its  efforts  to  advance  the Year 2,000
remediation process it is offering through the use of the

<PAGE>

Company's  proprietary  migration/conversion  tool,   omputer   Aided   Software
Translator  ("CAST").  As  has been  reported  in  the  press  and  major  trade
publications, in the absence of remediation, many  businesses face the threat of
information systems failure when their systems  interpret  the  year 2000 as the
year  1900.  The  Company  is  of  the  opinion that CAST will be a particularly
valuable tool in many environments as companies  are  forced  to  migrate  their
systems to current day languages or platforms as they  also remedy the Year 2000
problem.  Therefore,  the Company has increased its marketing initiatives and is
seeking to develop strategic alliances with major vendors  in  order  to advance
the Year 2000  solution  it offers.  Currently, the Company is optimistic  about
its prospects for its Year 2000 solution but no assurances can be  provided that
the  Year  2000 segment of the Company's business will prove successful.



Liquidity and Capital Resources

In the third  quarter of 1996,  as with the third  quarter of 1995,  the Company
financed its operations  from current  collections  and through  advances on its
line of credit with its bank. As of September 30, 1996 the  outstanding  balance
on its line of credit was $75,000,  as compared to $704,000 as of September  30,
1995. Cash and cash equivalents at September 30, 1996 were $35,764,  compared to
$29,596 at September 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

The annual  stockholders  meeting was held on October 30,  1996.  The  following
directors were elected to serve until the next annual meeting.

         Sandor Rosenberg
         George T. DeBakey
         John D. Sanders
         James D. Wester
         Bonnie K. Wachtel

The stockholders approved an employee stock option plan, under which the Company
may issue up to 250,000 options for shares of stock to employees, directors, and
consultants of the Company.


Item 6.  Exhibits and Reports on Form 8-K

(b) An  amended  8-K was  filed  by the  registrant  during  the  quarter  ended
September 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:   November 15, 1996                    By:______________________
                                             Sandor Rosenberg
                                             Chairman of the Board
                                             and President



Date:   November 15, 1996                   By:______________________
                                             Richard S. DeRose
                                             Treasurer





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          35,764
<SECURITIES>                                         0
<RECEIVABLES>                                2,189,059
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,678,971
<PP&E>                                       1,555,506
<DEPRECIATION>                               1,220,154
<TOTAL-ASSETS>                               3,283,652
<CURRENT-LIABILITIES>                        1,150,077
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         6,275
<OTHER-SE>                                   1,940,772
<TOTAL-LIABILITY-AND-EQUITY>                 3,283,652
<SALES>                                      9,683,542
<TOTAL-REVENUES>                             9,693,486
<CGS>                                        7,702,328
<TOTAL-COSTS>                                9,598,044
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              26,988
<INCOME-PRETAX>                                 68,454
<INCOME-TAX>                                    26,012
<INCOME-CONTINUING>                             42,442
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    42,442
<EPS-PRIMARY>                                     0.09
<EPS-DILUTED>                                     0.09
        

</TABLE>


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