APPLIED COMPUTER TECHNOLOGY INC
10-Q, 1998-06-12
COMPUTER & COMPUTER SOFTWARE STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM 10-Q
(Mark One)
    [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended: March 31, 1998

OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
                        For the transition period from ______ to ______

                       Commission File Number: 0-26826


                              Applied Computer Technology, Inc.
                     (Exact name of registrant as specified in its charter)


            Colorado                                        84-1164570
          (State of incorporation)                          (I.R.S. Employer ID
No.)

                               2573 Midpoint Drive
                          Fort Collins, Colorado 80525
                    (Address of principal executive offices)

                                 (970) 490-1849
                         (Registrant's telephone number)

      Indicate by check mark whether the Registrant (1) has filed all reports 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 ___ No_X__
      As of June 12, 1998 the Company had 4,800,102  shares of Common Stock,  no
par value, issued and outstanding.



<PAGE>



                        APPLIED COMPUTER TECHNOLOGY, INC.

                                   FORM 10-QSB

                                      INDEX
                                                                  Page Number

PART I.  FINANCIAL INFORMATION

      Item 1.           Financial Statements

                  Balance Sheets as of  March 31, 1998 and
                  December 31,1997......................................3

                  Statements of Operations for the Three Months Ended
                  March 31, 1998 and 1997...............................4

                  Statements of Cash Flows for the Three Months
                  Ended March  31, 1998 and 1997....... ................5

                  Notes to the Financial Statements.....................6

     Item 2.      Management's Discussion and Analysis of
Financial Condition and Results of Operations .........................7-10

PART II.  OTHER INFORMATION

      Item 6            Exhibits and Reports on Form 8-K................11






<PAGE>

Consolidated Balance Sheets
                                     ASSETS
                                                  March 31,       December 31,
                                                      1998              1997
                                                (unaudited)         
CURRENT ASSETS:
      Cash                                         $6,000           $24,000
      Receivables:
            Trade, less allowance for
             doubtful accounts of $55,000       1,021,000         1,377,000
            Other                                  66,000            99,000
      Inventories                               1,835,000         2,404,000
      Prepaid and Other expenses                  329,000           261,000
                                                ---------         ---------
            Total Current Assets                3,257,000         4,165,000
PROPERTY AND EQUIPMENT, at cost, net            1,717,000         1,852,000
INTANGIBLE ASSETS, net                            113,000           116,000
NOTES RECEIVABLE, related party                   100,000            98,000
OTHER ASSETS                                      275,000           276,000
                                                ---------         ---------

TOTAL ASSETS                                    $5,462,000       $6,507,000
                                                ----------       ----------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Current portion of obligations
      under capital leases                       $196,000          $172,000
      Current maturiries of long-term debt        910,000         1,108,000
      Accounts payable                          4,008,000         3,952,000
      Accrued liabilities                         407,000           491,000
                                                ---------         ---------
            Total Current Liabilities           5,521,000         5,723,000

LONG-TERM DEBT, less current maturities            37,000            42,000
OBLIGATIONS UNDER CAPITAL LEASES, less
  current maturties                               349,000           399,000
COMMITMENTS AND
STOCKHOLDERS' EQUITY
Preferred  stock  - no par  value;
  5,000,000  shares  authorized;  Series  A
  Preferred Shares, 1,000 shares authorized; 
  900 shares issued and (liquidation preference
  $919,000)                                       900,000           900,000
Class B, convertible Preferred Shares,
       1500 shares authorized, 
       1500 shares issued and outstanding
       (liquidation preference $1,509,000)      1,326,000         1,326,000
Common stock, no par value; 25,000,000
  shares authorized; 3,085,243 shares
  issued and outstanding at December 31, 1997
  and 3,930,288 outstanding at March 31, 1998    4,193,000         4,183,000
Accumulated deficit                             (6,864,000)       (6,066,000)
                                               ------------       -----------
Total Stockholders' Equity                       (205,000)          343,000
                                                -----------       ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $5,462,000        $6,507,000
                                                ==========        ==========

The accompanying notes are an integral part of this financial statement.


<PAGE>

Consolidated Statements of Operations

                                          Three months ended March 31,
                                             1998              1997
                                          (unaudited)       (unaudited)

Net Revenues                              $1,934,000        $4,798,000
      Cost of goods sold                   1,988,000         4,437,000
                                          ----------        ----------

Gross Profit (Loss)                          (54,000)          361,000

Operating Expenses:
      Marketing and selling                  379,000           744,000
      General and administrative             323,000           386,000
                                          ----------        ----------
            Total Operating Expenses         702,000         1,130,000


LOSS FROM OPERATIONS                        (756,000)         (769,000)

OTHER INCOME (EXPENSE):
      Other (expense) income                   5,000            22,000
      Interest expense                       (47,000)         (112,000)
                                          -----------       -----------
            Net other income (expense)       (42,000)          (90,000)
          
LOSS BEFORE INCOME TAXES                   ($798,000)        ($859,000)

Income tax expense (benefit)                     -                 -

                                          --------          -----------
NET LOSS                                  (798,000)           (859,000)
                                          
PREFERRED STOCK DIVIDENDS:
Accrued                                   (40,000)                    -
Inputed                                  (229,000)                    -
Net loss applicable to common           ----------           -----------
stockholders                           $(1,067,000)          $(859,000)
                                       ===========           ===========

NET LOSS PER COMMON SHARE                      (0.27)           (0.28)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING    3,930,288       3,065,127


The accompanying notes are an integral part of this financial statement.
<PAGE>

Consolidated Statements of Cash Flows

                                                Three Months Ended March 31
                                                 1998                1997
                                               (unaudited)       (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                               ($798,000)        ($859,000)
Adjustments to reconcile net income
(loss) to net cash used in operating activities:
            Depreciation and amortization         156,000           150,000

Increase (decrease) from changes in assets and
liabilities:
      Accounts Receivable                         356,000          (536,000)
      Inventories                                 569,000           (99,000)
      Prepaid expenses and other current assets   (35,000)          117,000

      Accounts payable and other current
       liabilities                                 56,000           569,000
Customer deposits                                      -              2,000
Accrued liabilities and other
      current liabilities                         (84,000)          (93,000)
                                                ----------        ----------
Net cash used in operating
            activities                             220,000         (749,000)
                                                ----------        ----------
CASH FLOWS FROM INVESTING ACTIVITY
Property and equipment acquisitions               (18,000)         (639,000)
                                               -----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES
            Net long-term borrowings              (55,000)               -
            Net short-term borrowings            (175,000)          316,000 
            Obligations under capital leases           -            516,000 
            Net proceeds from the issuance
            of common stock and common stock
            warrants                               10,000                 -
                                                ---------          ---------
            Net cash provided by financing
            Activities                          (220,000)           832,000
                                                =========           =======

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                               (18,000)          (556,000)
CASH AND CASH EQUIVALENTS,
 at beginning of year                            24,000            710,000
                                                                   --------
CASH AND CASH EQUIVALENTS,
 at end of year                                   6,000            154,000
                                                =======           ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash items:
      Purchase of equipment for notes
      and capital leases                           -              316,000
                                                ====              =======
      Sale of equipment for notes                  -                    -
                                                ====              =======
      Issuance of common stock under
 option for common stock surrendered               -                    -
                                                ====              =======
Cash paid (received) for:
            Interest                            47,000            112,000
                                                ======            =======
Income taxes                                        -                   -
                                                ======            =======


The accompanying notes are an integral part of this financial statement.
<PAGE>






                        APPLIED COMPUTER TECHNOLOGY, INC.

                          NOTES TO FINANCIAL STATEMENTS
                        Three months ended March 31, 1998

NOTE 1 - CERTAIN FINANCIAL POLICIES

      Financial   Information.   The  Company's   unaudited   interim  financial
statements  have been  prepared  pursuant  to the rules and  regulations  of the
Securities and Exchange  Commission  applicable to Regulation S-B.  Accordingly,
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These interim  financial  statements  should be
read in  conjunction  with the financial  statements  and notes  included in the
Company's Annual Report on Form 10-KSB.

      In the opinion of management, the interim financial statements reflect all
adjustments  necessary  for a fair  presentation  of the interim  periods,  such
adjustments  being of a normal recurring  nature.  The results of operations for
the interim periods are not necessarily  indicative of the results of operations
to be expected for the full year.

      Revenues  from product and system sales are  recognized  when title to the
product or system passes to the customer.

     Dividends and Net Loss per Common Share.  Net loss per common share is
computed be dividing the net loss applicable to common stockholders (which 
includes accrued but unpaid preferred dividends) by the weighted average number
of common shares outstanding during the year.  All commmon stock equivalents
have been excluded from the computations because their effect would be 
antidilutive.

The net loss applicable to common stockholders is determined by adding any 
dividends enuring to the benefit of the preferred stockholders to the net loss.
The holder of Series A Preferred Stock is entitled to dividends at 12% per 
annum payable quarterly.

The holders of the Series B Preferred  Stock are entitled to dividends  equal to
7% per annum  payable  quarterly.  7%  dividends  will be  charged to the future
earnings applicable to common stockholders.  In addition, the Series B Preferred
Stock  becomes  convertible  into commmon  stock  beginning in January 1998 at a
conversion  price equal to a 25%  discount to the average  trading  price of the
common stock prior to conversion. The discount is accounted for as an additional
dividend on the Series B  Preferred  Stock  which is  recognized  as a charge to
earnings  applicable  to  common  shareholders.  Other  terms  of the  Series  B
Preferred  Stock are more  thoroughly  discussed in Footnote 8 to the  Company's
December 31, 1997 Financial Statements.



<PAGE>


Item 2.

      MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations
Comparison of Quarters ended March 31, 1998 and 1997

      The Company  reported a net loss of $798,000  for the quarter  ended March
31,  1998  compared to a net loss of  $859,000  for the similar  period in 1997.
Revenues  declined  by  $2,864,000  or  approximately  59%  to  $1,934,000  from
$4,798,000 the similar period in 1997. Much of this decline is attributable to a
$1,676,000 order which was delivered to NASA during 1st quarter,  1997.  Whereas
the Company did receive a  comparable  contract at NASA in 1998,  this  contract
will  not be  delivered  until  2nd and 3rd  quarters.  Adjusting  for the  NASA
contract, sales were down 38.1% over the same period last year.

The Company  generated a $343,000 or 17.74% gross profit on materials in 1998 as
opposed to $860,000 or 17.92% in 1997. Although revenues were down from the same
period in 1997,  margins held  relatively  constant.  Gross margin dollars were,
however,  eroded by  unabsorbed  production  and service  costs of $220,000  and
internet access costs of $182,000.

      The Company  experienced  a slight  positive  inventory  adjustment at the
quarterly inventory count. The Company experienced  significant  inventory write
downs  during 1997,  particularly  during 2nd  quarter.  Management  implemented
strict inventory procedures in mid 1997 and is encouraged by the accuracy of the
year end and 1st quarter counts.

                                   1998       %                   1997      %

Net Revenues                    $1,934,000   100.00           $4,798,000  100.00

      Cost of Materials       ($1,414,000)  (73.11)          ($3,685,000)(76.81)
      Absorbed Overhead       ($   177,000)(  9.15)          ($  253,000)( 5.27)
                              ---------------------         --------------------
      Gross Profit                $343,000  17.74           $   860,000   17.92

      Inventory Adjustments     $    5,000     .26                  -0-    -0-
Unabsorbed  Costs             ($  220,000)(  11.38)         ($   342,000)( 7.13)
Internet Access Costs         ($   182,000)(  9.41)         ($   157,000)( 3.27)
Adjusted Gross Profit   (Loss)($    54,000)(  2.79)         $    361,000   7.52


Unabsorbed overhead costs as a percentage of sales were 11.38% versus 7.13% from
the prior year.  Adjusted gross profit dollars after  unabsorbed costs decreased
from  approximately  7.52% or $361,000 in 1997 to (2.79)% or  ($54,000) in 1998,
due largely to  insufficient  revenues to generate  the  necessary  gross profit
dollars on sales to cover  production  related  fixed  expenses.  The  variances
between 1st quarter,  1997 and 1st quarter,  1998 adjusted  gross profits are as
follows :

1st Qtr 1997 Adjusted Gross Profit       $361,000            7.52%

Margin gain from reduced=20
    net overhead spending                $122,000             3.03%
Margin lost from competitive=20
    market conditions                  ($  52,000)          (1.29%)
Margin lost on absorption from=20
    decreased production                ($280,000)          (.95%)
Margin lost from in gross profit
    potential on unrealized sales       ($215,000)          (5.34%)
Margin gain from inventory &=20
    internet contribution                 $10,000             .24%

1st Qtr 1998 Adjusted Gross Profit      ($  54,000)          (2.79%)

      Whereas  sales were soft during 1st quarter,  1998,  Management  is highly
encouraged by the decreased  spending  which occurred in 1998 as compared to the
similar period in 1997. Sales and Marketing expenses decreased 49.1% to $379,000
from $744,000 during 1st quarter,  1997,  reflecting  significant  reductions in
wage expenses as well as advertising and marketing expenses. These decreases are
the results of expense reduction programs implemented by Management in mid 1997.
Additionally, General and Administrative expenses decreased 16.3% to $323,000 as
compared to $386,000 during the same period in 1997.  These reductions were wage
related, as well, as the Company streamlined its Information  Systems,  Customer
Service,  and  Accounting  and Finance  operations as part of its cost reduction
programs.  Management continues to decrease non contributory  expenses including
expenses  associated  with the  Company's  Denver  Tech Center  facilities.  The
Company successfully terminated its lease in one of its DTC based facilities and
is in the process of negotiation the assignment of the remaining lease.

The Company  attributes the low 1st quarter sales to changing  conditions in the
industry (see below) as well as to low seasonal  buying by the State of Colorado
and a 6 - 12 month  bid  cycle  which is  typical  in the  Federal  market.  The
Company's  Federal bid team was  established  in mid 1997 and has been  actively
bidding on large  volume  contracts.  With the State fiscal year end on June 30,
the Company anticipates  increased volume during its 2nd quarter.  Sales backlog
as of March 31 was $474,000.  Sales backlog as of May 30, 1998 was approximately
$850,000 not including the 3 major  contracts to NASA, the US Air Force Academy,
and the US Naval Academy.

Industry  conditions  have  changed  during the past several  quarters  with the
introduction  of the sub  $1,000  PC.  Technological  advancements  have made it
possible to  integrate  more of a system's  componentry  directly  onto the main
system board, bringing down the cost of the overall system unit. The Company has
responded to the sub $1,000 PC by  discontinuing  investments in market segments
with commodity based buying patterns,  by developing a sub $1,000 PC to offer to
the appropriate  clientele in its traditional markets, and by focusing its sales
efforts on customers with  sophisticated  technology needs who perceive value in
the expandability and performance of open architecture PCs.

      Notwithstanding  the above,  bookings  and future  sales in the  Company's
traditional  markets  continue to be strong.  During May,  1998, the Company was
awarded annual  contracts with the US Air Force Academy and the US Naval Academy
for delivery of PCs to their incoming freshmen classes in August. Gross revenues
for these  contracts  will be  approximately  $5 million.  The Company is in the
final  stages of the bid  process on a $4 million  contract  to the US  Military
Academy at West Point.  This  contract  has  traditionally  been a $2.5  million
contract,  which the Company has been awarded for the past 3 years.  The Company
is  optimistic  that  it will  be  selected  as the  successful  vendor  on this
contract,  but there can be no guarantees  that the Company will be awarded this
contract.

      Management is encouraged by the renewal of these annual contracts  because
they  confirm  the  Company's  competitiveness  and  success  in  the  Company's
traditional markets. Additionally,  large volume contracts of this nature enable
the  Company to retain  gross  profits  without  the  overhead  absorption  loss
associated  with low volume  quarters.  The  Company's  Federal bid team and the
Company's State Contract team are actively pursuing  additional  contracts which
will  allow  the  Company  to  fully  utilize  its  manufacturing   capabilities
throughout  the year,  thus  eliminating  the loss of gross  profit  dollars  to
unabsorbed  costs.  Although the Company has multiple bids in various  stages of
the bid process,  there can be no assurance  that the Company will be successful
in leveling out the  seasonality  of its business,  and other expense  reduction
measures may be required.

      WEBAccess, the Company's Internet Services division increased its revenues
36.1%,  posting  revenues of $114,000 as compared to $83,758  during the similar
period in 1997. Operating expenses increased 16% from to $182,000 as compared to
$157,000  the  prior  year.  The  Company  is  contemplating  the  sale  of this
subsidiary later this year. There can, however, be no assurance that the Company
will be successful in negotiating a favorable transaction.

Liquidity and Capital Resources

      The Company  incurred a loss of $798,000 during 1st quarter,  1998. Due in
part to the  foregoing,  the Company's  working  capital  decreased by $706,000.
Continuing losses would cause significant  liquidity problems and may ultimately
impact the  Company's  ability to continue  future  operations.  The Company did
anticipate  losses 1st quarter,  and Management  believes that it has sufficient
liquidity to sustain future operations.

      The  Company's  current  assets were at  $3,257,000 on March 31, 1998 down
from  $4,165,000 at December,  1997 as the Company has continued to decrease its
receivables  and  reduce  its  inventory.   The  Company's  current  liabilities
decreased from  $5,723,000 on December 31, 1997 to $5,521,000 on March 31, 1998.
The Company's property and equipment increased by $18,000 during the three moths
ended March 31, 1998.

      As of March 31, 1998,  the Company's  principal  sources of liquidity were
its cash and accounts  receivable of $1,027,000  and  inventories of $1,835,000.
The Company is in negotiations to issue  approximately $1M in preferred stock to
alleviate  capital  constraints.  There can,  however,  be no assurance that the
Company  will be capable of  raising  additional  capital or that the terms upon
which such capital will be available to the Company will be acceptable.





<PAGE>


                           PART II. OTHER INFORMATION


Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

            (a) There are no exhibits filed as a part of this report.

            (b) The  Company  did not file any  reports  on Form 8-K  during the
quarter ended March 31, 1998.






<PAGE>


                                   SIGNATURES


      Pursuant to the  requirement  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.

                        APPLIED COMPUTER TECHNOLOGY, INC.



                        By /s/ Wiley E. Prentice, Jr.
                         ------------------------------
                        Wiley E. Prentice, Jr.
                         President, CEO, and Chairman of the Board of Directors



                        By /s/ Dan Radford
                        -------------------

                        Dan Radford
                        Chief Financial Officer




Date: June 12, 1998



<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   MAR-31-1998
<CASH>                                         6,000
<SECURITIES>                                   0
<RECEIVABLES>                                  1,142,000
<ALLOWANCES>                                   55,000
<INVENTORY>                                    1,835,000
<CURRENT-ASSETS>                               3,257,000
<PP&E>                                         2,940,000
<DEPRECIATION>                                 1,223,000
<TOTAL-ASSETS>                                 5,462,000
<CURRENT-LIABILITIES>                          5,521,000
<BONDS>                                        0
                          0
                                    2,226,000
<COMMON>                                       4,193,000
<OTHER-SE>                                     (6,864,000)
<TOTAL-LIABILITY-AND-EQUITY>                   5,462,000
<SALES>                                        1,934,000
<TOTAL-REVENUES>                               1,934,000
<CGS>                                          1,988,000
<TOTAL-COSTS>                                  697,000
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             47,000
<INCOME-PRETAX>                                (798,000)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (798,000)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (798,000)
<EPS-PRIMARY>                                  (0.27)
<EPS-DILUTED>                                  (0.27)
        


</TABLE>


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