1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 29, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from ______________ to _______________ Commission File No. 0-5954 ------ COMPUTER RESEARCH, INC. ----------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Pennsylvania 25-1201499 ------------ ---------- (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No. Cherrington Corporate Center, Building 200, Coraopolis, Pennsylvania 15108 ----------------------------------------------------------------------------- (Address of principal executive offices) (412) 262-4430 ----------------------------------------------------------------------------- (Issuer's telephone number) ----------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes _____ No _____ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,014,300 --------- 2 PART I - FINANCIAL STATEMENTS ----------------------------- ITEM I - ------ A. COMPUTER RESEARCH, INC. BALANCE SHEET ------------------------------------- February 29, 1996 and August 31, 1995 ------------------------------------- ASSETS ------ FEBRUARY 29, AUGUST 31, 1996 1995 ------------ ---------- CURRENT ASSETS Cash and Cash Equivalents $1,624,906 $ 873,508 Accounts Receivable - Trade (net of allowance for doubtful accounts of $45,000 and $30,000 at 2/29/96 and 8/31/95 respectively) 929,776 776,099 Inventories (first-in, first-out) or market 88,390 80,518 Prepaid Expenses 78,464 75,911 ---------- ---------- Total Current Assets 2,721,536 1,806,036 ---------- ---------- EQUIPMENT and LEASEHOLD IMPROVEMENTS - At Cost Data Processing Equipment 4,315,535 4,255,912 Data Processing Equipment Under Capital Leases 162,031 104,339 Other 811,977 798,889 ---------- ---------- 5,289,543 5,159,140 Less Accumulated Depreciation and Amortization 4,948,748 4,879,610 ---------- ---------- 340,795 279,530 ---------- ---------- OTHER ASSETS 3,901 1,341 ---------- ---------- $3,066,232 $2,086,907 ========== ========== The accompanying notes are an integral part of these financial statements. 2 3 A. COMPUTER RESEARCH, INC. BALANCE SHEET - CONT'D. ----------------------------------------------- February 29, 1996 and August 31, 1995 ------------------------------------- LIABILITIES ----------- FEBRUARY 29, AUGUST 31, 1996 1995 ------------ ---------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Note Payable to Bank $ - $ 25,000 Current Portion of Long-Term Obligations 77,917 45,852 Accounts Payable 139,083 82,057 Accrued Payroll 237,909 157,036 Accrued Income Taxes 155,000 27,500 Accrued Vacation 305,220 281,720 Customer Deposits 109,935 70,350 Accrued Rent 115,638 103,847 Accrued Lease Obligation 17,080 20,204 Other Current Liabilities 5,742 4,746 ---------- ---------- Total Current Liabilities 1,163,524 818,312 LONG-TERM OBLIGATIONS 37,493 35,885 ACCRUED LEASE OBLIGATION 10,929 17,909 ---------- ---------- Total Liabilities 1,211,946 872,106 ---------- ---------- COMMITMENTS STOCKHOLDERS' EQUITY - -------------------- Common Stock - No Par Value; $.0008 Stated Value; 5,000,000 Shares Authorized; 4,014,300 and 3,887,895 Shares Issued and Outstanding at 2/29/96 and 8/31/95, Respectively 3,211 3,110 Additional Paid-In Capital 744,361 715,842 Retained Earnings 1,106,714 495,849 ---------- ---------- Total Stockholders' Equity 1,854,286 1,214,801 ---------- ---------- $3,066,232 $2,086,907 ========== ========== The accompanying notes are an integral part of these financial statements. 3 4 B. COMPUTER RESEARCH, INC. CAPITALIZATION AND STOCKHOLDERS' EQUITY --------------------------------------------------------------- February 29, 1996 ----------------- DEBT AMOUNT ---- ------ Short-Term Loans, Notes $ - Long-Term Debt (Including $77,917 due within one year) 115,410 ---------- Total Debt $ 115,410 ========== STOCKHOLDERS' EQUITY - -------------------- SHARES ISSUED AMOUNT ------------- ------ Preferred Stock -0- Common Stock 4,014,300 $ 3,211 Capital in Excess of Par Value 744,361 Retained Earnings - Balance at Beginning of Current Fiscal Year 495,849 Net Income for Period 610,865 ---------- 1,106,714 ---------- Total Stockholders' Equity $1,854,286 ========== The accompanying notes are an integral part of these financial statements. 4 5 C. COMPUTER RESEARCH, INC. STATEMENT OF INCOME ------------------------------------------- For the Six Months Ended February 29, 1996 and 1995 --------------------------------------------------- 1996 1995 ---- ---- REVENUES - -------- Sales of Services $3,678,635 $2,795,050 Sales of Equipment, Software and Supplies 19,596 8,393 Rental Income From Operating Leases 20,640 24,905 Other Income 39,148 21,326 ---------- ---------- 3,758,019 2,849,674 COSTS AND EXPENSES - ------------------ Operating Expenses 1,973,256 1,852,870 Selling and Administrative Expenses 934,053 841,602 Depreciation and Amortization 69,138 41,794 Cost of Equipment, Software and Supplies Sold 13,955 3,027 Interest Expense 6,752 5,599 ---------- ---------- 2,997,154 2,744,892 ---------- ---------- INCOME BEFORE INCOME TAXES 760,865 104,782 LESS: PROVISION FOR INCOME TAXES 150,000 - ---------- ---------- NET INCOME $ 610,865 $ 104,782 ========== ========== Average Number of Shares Outstanding 4,014,300 3,879,895 ---------- ---------- Earnings Per Common Share $ .15 $ .03 ---------- ---------- DIVIDENDS PER COMMON SHARE $ - $ - ========== ========== The results for the period ended February 29, 1996, are not necessarily indicative of the results to be expected for the year. All known adjustments necessary for a fair presentation of the financial information of the Company have been reflected for the six months ended February 29, 1996. The accompanying notes are an integral part of these financial statements. 5 6 C. COMPUTER RESEARCH, INC. STATEMENT OF INCOME ------------------------------------------- For the Fiscal Second Quarter Ended February 29, 1996 and 1995 -------------------------------------------------------------- 1996 1995 ---- ---- REVENUES - -------- Sales of Services $1,920,796 $1,461,128 Sales of Equipment, Software and Supplies 19,065 4,810 Rental Income From Operating Leases 9,075 12,140 Other Income 23,395 14,042 ---------- ---------- 1,972,331 1,492,120 ---------- ---------- COSTS AND EXPENSES - ------------------ Operating Expenses 1,019,709 965,299 Selling and Administrative Expenses 471,870 427,757 Depreciation and Amortization 45,976 21,086 Cost of Equipment, Software and Supplies Sold 13,955 1,625 Interest Expense 3,042 3,743 ---------- ---------- 1,554,552 1,419,510 ---------- ---------- INCOME BEFORE INCOME TAXES 417,779 72,610 LESS: PROVISION FOR INCOME TAXES 85,000 - ---------- ---------- NET INCOME $ 332,779 $ 72,610 ========== ========== Average Number of Shares Outstanding 4,014,300 3,879,895 ---------- ---------- Earnings Per Common Share $ .08 $ .02 ---------- ---------- DIVIDENDS PER COMMON SHARE $ - $ - ========== ========== The results for the period ended February 29, 1996, are not necessarily indicative of the results to be expected for the year. All known adjustments necessary for a fair presentation of the financial information of the Company have been reflected for the three months ended February 29, 1996. The accompanying notes are an integral part of these financial statements. 6 7 D. COMPUTER RESEARCH, INC. STATEMENT OF CASH FLOWS ----------------------------------------------- For the Six Months Ended February 29, 1996 and 1995 --------------------------------------------------- 1996 1995 ---- ---- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Net Income $ 610,865 $ 104,782 ---------- ---------- ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation and Amortization 69,138 41,794 Provision for Losses on Doubtful Accounts 15,000 - Change in Assets and Liabilities: Accounts Receivable (168,677) (258,465) Inventories (7,872) (54,005) Prepaid Expenses (2,553) (31,653) Other Assets (2,560) 2,027 Accounts Payable, Accrued Expenses and Other Current Liabilities 301,686 13,287 Customer Deposits 39,585 73,939 Accrued Lease Obligation (10,104) (50,330) ---------- ---------- Total Adjustments 233,643 (263,406) ---------- ---------- Net Cash (Used In) Provided by Operating Activities 844,508 (158,624) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to Equipment and Leasehold Improvements (72,711) (28,502) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of Stock 28,620 2,852 Proceeds From Line of Credit - 100,000 Payments on Capital Lease Obligations (24,019) (3,134) Payments on Line of Credit (25,000) (85,000) ---------- ---------- Net Cash Provided by (Used In) Financing Activities (20,399) 14,718 ---------- ---------- Net Increase (Decrease) in Cash 751,398 (172,408) Cash and Cash Equivalents at August 31, 1995 and 1994 873,508 691,881 ---------- ---------- Cash and Cash Equivalents at February 29, 1996 and 1995 $1,624,906 $ 519,473 ========== ========== CASH PAID DURING THE PERIOD - --------------------------- 2/29/96 2/28/95 ------- ------- Interest $ 6,752 $ 5,599 ========== ========== Income Taxes $ 22,500 $ - ========== ========== Supplemental Schedule of Noncash Investing and Financing Activities - ------------------------------------------------------------------- For the six months ended February 29, 1996, the Company entered into a capital lease for the purchase of new equipment for $57,692. The accompanying notes are an integral part of these financial statements. 8 8 COMPUTER RESEARCH, INC. ----------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- SIX MONTHS ENDED FEBRUARY 29, 1996 ---------------------------------- NOTE A - COMPANY'S ANNUAL REPORT UNDER FORM 10-KSB - -------------------------------------------------- The accompanying financial information should be read in conjunction with the Company's 1995 Annual Report on Form 10-KSB. NOTE B - ADJUSTMENTS - -------------------- In the opinion of management, all adjustments that were made, which are necessary to a fair statement of the results for the interim periods, were of a normal and recurring nature. 9 9 ITEM 2 - ------ MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ 1. CAPITAL RESOURCES AND LIQUIDITY ------------------------------- Due to the relatively stable operating costs of the data processing service business, the working capital requirements of the Company are normally predictable. As a result of net operating profits generated by the Company, cash and cash equivalents on hand have increased by approximately $750,000 for the first six months of the current year to a total of approximately $1,600,000. The management of the Company is confident that cash on hand, along with revenues generated by existing clients, will satisfy the operating requirements of the Company for the foreseeable future. In addition, if needed, the Company has a $750,000 line of credit available for future use. During the second half of the 1997 fiscal year, the Company intends to complete an ongoing project to have the software of its product line operational on IBM computer equipment. At that time, the Company will have the option to purchase computer processing time from an outside supplier or if cost justified, purchase and install IBM computer equipment of its own for its service business. 2. RESULTS OF OPERATIONS --------------------- REVENUES -------- The revenues for the first six months of the current year were approximately $3,758,000 which represents an increase of approximately 32% over the first six months of the previous year. This increase is primarily attributable to additional revenues generated by banking clients utilizing the Company's data services. The revenues for the second quarter of the current fiscal year were approximately $1,972,000 which represented an increase of approximately 32% over the comparable period of the previous year. Additional service revenues from banking clients were primarily the reason for this increase. 10 10 In March 1996, the Company and Wachovia Operational Services Corporation, an affiliate of a major service client that accounted for 10% or more of consolidated revenue, entered into an agreement to convert the Company's production software from its existing hardware platform to operate on an IBM AS/400 configuration. Upon successful completion of the project, which is anticipated to occur in the second half of the Company's 1997 fiscal year, the Company intends to license the software to third parties for in-house utilization. The licensing of the software to Wachovia Operational Services Corporation may result in a reduction of service fees from the major client in the 1998 fiscal year. However, the conversion of the Company's existing software to the IBM AS/400 configuration will enhance the Company's ability to secure software license revenues. Management believes the ability to generate software license revenues and continued growth in recurring revenues from existing clients will serve to offset any decrease in revenues that might occur. COSTS AND EXPENSES ------------------ The total costs and expenses for the first six months of the current year were approximately $2,997,000 which represented an increase of approximately 10% over the comparable period of the previous year. An allocation of Company funds to an employee profit sharing plan, in addition to the cost of an additional computer configuration installed at the beginning of the current year, were the primary causes for the increase. The total costs and expenses for the fiscal second quarter of the current year were approximately $1,555,000 which represents an increase of 10% over the comparable period of the previous year. NET INCOME ---------- The net income for the first six months of the current fiscal year was $610,865 or earnings of $.15 per share. For the first six months of the previous year, net income was $104,782 or earnings of $.03 per share. The net income for the second quarter of the current fiscal year was $332,779 or earnings of $.08 per share as compared to $72,610 or earnings of $.02 per share for the comparable period of the previous year. 11 11 PART II - OTHER INFORMATION ITEM 4 - ------ SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- The annual meeting of stockholders of the Company was held on January 30, 1996. The following persons were elected to serve as the Company's Board of Directors until the next annual meeting of stockholders: James L. Schultz David J. Vagnoni Lynn M. Bushman Virgil J. Falco David K. Klotz SIGNATURES COMPUTER RESEARCH, INC. ------------------------------------ (Registrant) Date 4/15/96 /s/ JAMES L. SCHULTZ -------------------- ------------------------------------ James L. Schultz, President & Treasurer 12