UNITED STATES 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 June 30, 1996 ------------------------------------------- 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: 0-20244 ------------------------------------------------------- DATA RESEARCH ASSOCIATES, INC. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) MISSOURI 43-1063230 - ------------------------------------------------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization)	 1276 NORTH WARSON RD. ST. LOUIS, MISSOURI 63132 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (314) 432-1100 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) 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 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 CORPORATE ISSUERS: At July 15, 1996, there were 3,657,400 shares of the registrant's common stock outstanding. INDEX DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements (Unaudited) Consolidated balance sheets -June 30, 1996 and September 30, 1995 Consolidated statements of income -Three months ended June 30, 1996 and 1995 -Nine months ended June 30, 1996 and 1995 Consolidated statements of cash flows -Nine months ended June 30, 1996 and 1995 Notes to the unaudited consolidated financial statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION - -------------------------- SIGNATURES 2 Part 1. FINANCIAL INFORMATION Item 1. Financial Statements. DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) June 30, September 30, 1996 1995 (Unaudited) ASSETS				 CURRENT ASSETS Cash and cash equivalents $ 3,706 $ 9,036 Short-term investments 4,620 3,023 Accounts receivable less allowance for doubtful accounts of $198: Billed 9,318 9,262 Unbilled 6,219 1,980 ------ ------ 15,537 11,242 Inventories 379 136 Prepaid expenses 873 592 Deferred income taxes 35 161 Other current assets 140 180 ------ ------ TOTAL CURRENT ASSETS 25,290 24,370 PROPERTY AND EQUIPMENT Land and improvements 504 294 Building and improvements 2,163 1,768 Data processing equipment 4,165 3,401 Furniture, fixtures, and other 2,972 2,846 ------ ------ 9,804 8,309 Less accumulated depreciation 4,251 3,591 ------ ------ 5,553 4,718 NOTE RECEIVABLE 173 260 DEFERRED SOFTWARE COSTS (net of accumulated amortization of $975 at June 30, 1996 and $863 at September 30, 1995) 471 337 INTANGIBLE ASSETS (net of accumulated amortization of $2,516 at June 30, 1996 and $1,692 at September 30, 1995) 2,696 3,202 ------ ------ $34,183 $32,887 ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,138 $ 2,123 Employee compensation 505 622 Deferred revenue 2,913 3,407 Customer deposits 2,220 2,195 Other accrued liabilities 490 436 Income taxes payable - 1,026 ------ ------ TOTAL CURRENT LIABILITIES 8,266 9,809 DEFERRED INCOME TAXES 321 265 SHAREHOLDERS' EQUITY Preferred stock, par value $.01 per share-- 1,000,000 shares authorized, no shares issued Common stock, par value $.01 per share--10,000,000 shares authorized, 3,922,500 shares issued at June 30, 1996, 3,912,500 shares issued at September 30, 1995 39 39 Additional paid-in capital 5,580 5,510 Foreign currency translation adjustment 58 83 Retained earnings 20,194 17,456 ------ ------ 25,871 23,088 Less cost of 265,100 shares of treasury stock 275 275 ------ ------ TOTAL SHAREHOLDERS' EQUITY 25,596 22,813 ------ ------ $34,183 $32,887 ====== ====== See notes to unaudited consolidated financial statements. 3 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except share data) Three months ended Nine months ended June 30, June 30, 1996 1995 1996 1995	 REVENUES Hardware $ 1,765 $ 3,994 $ 9,025 $ 8,480	 Software 2,382 1,923 6,227 6,101 Service and other 4,764 4,354 12,559 11,637 ------ ------ ------ ------ 8,911 10,271 27,811 26,218 EXPENSES Cost of revenues Hardware 1,007 2,940 6,739 6,297 Software 202 148 780 1,036 Service and other 1,106 995 2,982 2,507 ------ ------ ------ ------ 2,315 4,083 10,501 9,840 Salaries and employee benefits	 2,736 2,525 7,781 7,506 General and administrative expenses 1,777 1,847 4,756 4,835 Depreciation and amortization 284 281 821 796 ------ ------ ------ ------ 7,112 8,736 23,859 22,977 INCOME FROM OPERATIONS 1,799 1,535 3,952 3,241 OTHER INCOME 100 58 451 281 ------ ------ ------ ------ Income before income taxes 1,899 1,593 4,403 3,522 PROVISION FOR INCOME TAXES 725 599 1,665 1,423 ------ ------ ------ ------ NET INCOME $ 1,174 $ 994 $ 2,738 $ 2,099 ====== ====== ====== ====== Earnings per share $ 0.32 $ 0.27 $ 0.75 $ 0.57 ====== ====== ====== ====== Weighted average number of common shares 3,654,130 3,659,128 3,649,635 3,659,128 ========= ========= ========= ========= See notes to unaudited consolidated financial statements. 4 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Nine months ended June 30, 1996 1995 OPERATING ACTIVITIES Net income $ 2,738 $ 2,099 Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 1,592 1,467 Provision for deferred income taxes 180 28 Gain on disposal of property and equipment - 5 Changes in operating assets and liabilities: Accounts receivable (4,449) (6,590) Inventories (243) 32 Prepaid expenses and other current assets	 (254) 47 Accounts payable and other current liabilities (1,380) 1,740 Note receivable 88 104 ------- ------- NET CASH USED BY OPERATING ACTIVITIES (1,728) (1,068) ------- ------- INVESTING ACTIVITIES Purchase of property and equipment (1,505) (1,028) Purchase of short-term investments (8,525) - Proceeds from disposal of equipment - 47 Proceeds from sales of short-term investments 6,929 - Purchase of MultiLIS - (1,951) Purchased software (249) - Deferred software cost (298) - ------- ------- NET CASH USED BY INVESTING ACTIVITIES (3,648) (2,932) ------- ------- FINANCING ACTIVITIES Proceeds from stock issued 70 - Principal payments on notes payable and long-term debt - (56) ------- ------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 70 (56) ------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (24) 41 ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (5,330) (4,015) ------- ------- Cash and cash equivalents at beginning of period 9,036 10,416 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD	 $ 3,706 $ 6,401 ======= ======= See notes to the unaudited consolidated financial statements. 5 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 1. Basis of Presentation The unaudited consolidated financial statements of Data Research Associates, Inc. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and, therefore, should be read in conjunction with the Company's consolidated financial statements and the notes thereto for the year ended September 30, 1995, contained in the Company's annual report for the year ended September 30, 1995. In the opinion of management, all adjustments (consisting only of normal recurring items) considered necessary for a fair presentation have been included. The results of operations for the nine months ended June 30, 1996, are not necessarily indicative of the results that may be expected for the year ending September 30, 1996. 2. Inventories Inventories consist primarily of computer equipment and supplies which are stated at the lower of cost (first-in, first-out method) or market and the unamortized cost of computer software purchased for resale. The Company had only finished goods in inventory at June 30, 1996. 3. Income Taxes The provision for income taxes is computed using the liability method. The difference between the effective income tax rate and the U.S. federal income tax rate is a result of state taxes and subsidiaries' losses for which there is no current tax benefit. 6 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview The Company's revenues are derived from three sources: (i) computer hardware sales; (ii) software licenses; and (iii) sales of services, including training, conversion, networking, database access, system support and product maintenance. Revenue is recognized on hardware sales and software licenses upon shipment of the product. Revenue from hardware and software maintenance contracts is recognized monthly when the amounts become billable under the contract terms. Other service revenues are recognized upon completion of the services. The components of the cost for development of software primarily include salaries and employee benefits and are expensed as incurred. All costs qualifying for deferral under Financial Accounting Standards Board Statement No. 86 ("FASB 86") are reported on the balance sheet as deferred software costs and amortized over the estimated useful life of the product in accordance with FASB 86. The amortization of capitalized software is allocated as a direct cost of licensing DRA software. The Company typically experiences greater gross margin on software licenses than on sales of hardware or services. The Company's profitability depends in part on the mix of its revenue components and not necessarily on total revenues. The Company's revenues and earnings can fluctuate from quarter to quarter depending upon, among other things, such factors as the complexity of customers' procurement processes, new product and service introductions by the Company and other vendors, delays in customer purchases due to timing of library professional conferences and trade shows, installation scheduling and customer delays in facilities preparation. In addition, a substantial portion of the Company's revenues for each quarter is attributable to a limited number of orders and tends to be realized towards the end of each quarter. Thus, even short delays or deferrals of sales near the end of a quarter can cause quarterly results to fluctuate substantially. Results of Operations Three Months Ended June 30, 1996 compared to Three Months Ended June 30, 1995 Hardware revenues decreased $2.2 million, or 56%, to $1.8 million in the three months ended June 30, 1996, from $4.0 million in the three months ended June 30, 1995. The decrease is primarily due to the shipment of two large full-service contracts that generated $1.7 million in revenue in the three months ended June 30, 1995. The gross margin percentage on hardware was 43% in the three months ended June 30, 1996, and 26% in the three months ended June 30, 1995. The increase is due primarily to a larger percentage of hardware sales being derived from PC's in the three months ended June 30, 1995, than in the three months ended June 30, 1996. PC's have historically had a lower gross margin than other components of integrated hardware systems. Software license revenues increased $.5 million, or 24%, to $2.4 million in the three months ended June 30, 1996, from $1.9 million in the three months ended June 30, 1995. The increase is primarily due to the shipment of one large contract in the three months ended June 30, 1996. The gross margin percentages on software decreased to 92% in the three months ended June 30, 1996, from 93% the three months ended June 30, 1995. Service and other revenues increased $.4 million, or 9%, to $4.8 million in the three months ended June 30, 1996, from $4.4 million in the three months ended June 30, 1995. Management expects that maintenance revenues will continue to increase as the base of licensed software products increases. The gross margin percentage on service and other revenues was 77% for both the three months ended March 31, 1996, and the three months ended March 31, 1995. 7 Salaries and employee benefits increased $.2 million, or 8%, to $2.7 million in the three months ended June 30, 1996, from $2.5 million in the three months ended June 30, 1995. This increase is primarily attributable to annual salary increases. General and administrative expenses remained consistent at $1.8 million in the three months ended June 30, 1996, and the three months ended June 30, 1995. Income from operations increased $.3 million, or 17%, to $1.8 million in the three months ended June 30, 1996, from $1.5 million in the three months ended June 30, 1995. The Company's consolidated effective tax rate was 38% for the three month period ended March 31, 1996, and the three month period ended March 31, 1995. Nine Months Ended June 30, 1996 compared to Nine Months Ended June 30, 1995 Hardware revenues increased $.5 million, or 6%, to $9.0 million in the nine months ended June 30, 1996, from $8.5 million in the nine months ended June 30, 1995. The gross margin percentage on hardware was 25% in the nine months ended June 30, 1996, and 26% in the nine months ended June 30, 1995. Software license revenues increased $.1 million, or 2%, to $6.2 million in the nine months ended June 30, 1996, from $6.1 million in the nine months ended June 30, 1995. The gross margin percentage on software increased to 87% in the nine months ended June 30, 1996, from 84% in the nine months ended June 30, 1995. The increase is due primarily to a greater percentage of the software sales being derived from internally developed software in the nine months ended June 30, 1996, than in the nine months ended June 30, 1995. The Company's internally developed software has historically had, and continues to have, a higher gross margin than software purchased for resale. Service and other revenues increased $1.0 million, or 8%, to $12.6 million in the nine months ended June 30, 1996, from $11.6 million in the nine months ended June 30, 1995. Management expects that maintenance revenues will continue to increase as the base of licensed software products increases. The gross margin percentage on service and other revenues was 76% in the nine months ended June 30, 1996, and 79% in the nine months ended June 30, 1995. The decrease was primarily due to the increase of DRA Net (formerly "Open DRANET") revenues in the nine months ended June 30, 1996, which have a lower margin than other service revenues. Salaries and employee benefits increased $.3 million, or 4%, to $7.8 million in the nine months ended June 30, 1996, from $7,5 million in the nine months ended June 30, 1995. This increase is primarily attributable to annual salary increases. General and administrative expenses remained consistent at $4.8 million in the nine months ended June 30, 1996, and the nine months ended June 30, 1995. Income from operations increased $.8 million, or 22%, to $4.0 million in the nine months ended June 30, 1996, from $3.2 million in the nine months ended June 30, 1995. The Company's consolidated effective tax rate was 38% for the nine month period ended June 30, 1996, and 40% for the nine month period ended June 30, 1995. The rates reflect the change in the level of the Company's foreign subsidiaries' losses, for which the Company can not currently recognize any tax benefit. 8 Liquidity and Capital Resources The Company's cash needs are primarily for working capital and capital expenditures and historically have been met by cash flows from operations, bank borrowings, and equipment leases. At June 30, 1996, the Company's working capital was $17.0 million and its ratio of current assets to current liabilities was 3.0 to 1, as compared to working capital of $14.6 million and a ratio of current assets to current liabilities of 2.5 to 1 at September 30, 1995. Net cash used by operating activities was $1.7 million for the nine months ended June 30, 1996, compared to $1.1 million for the nine months ended June 30, 1995. The increase in net cash used by operations was primarily due to higher tax payments for the nine months ended June 30, 1996, compared to the nine months ended June 30, 1995. At June 30, 1996, unbilled accounts receivable included approximately $3.5 million related to a contract which the Company expects to be billed in the fourth quarter of 1996. Net cash used by investing activities was $3.6 million for the nine months ended June 30, 1996, compared to $2.9 million for the nine months ended June 30, 1995. The increase in net cash used by investing activities is primarily due to an increase of approximately $1.6 million in short-term investments and the acquisition of an office building in St. Louis for approximately $.5 million in the nine months ended June 30, 1996, compared to the purchase of the MultiLIS library automation system and related assets in October 1994 for approximately $2.0 million in the nine months ended June 30, 1995. Net cash provided by financing activities for the nine months ended June 30, 1996, was $70,000, and net cash used by financing activities was $56,000 for the nine months ended June 30, 1995. In January 1996, management extended the Company's $6.0 million line of credit to January 1997. The line of credit was extended with a reduced rate of interest. All other terms remain the same. The line of credit now bears interest at federal funds rate plus 200 basis points payable monthly on outstanding balances. There have been no borrowings against the Company's line of credit since May 1991. Management believes that, with the current cash position of $3.7 million, short-term investments of $4.6 million, accounts receivable of $15.5 million, continued cash flow from operations, availability of the $6.0 million line of credit, and total current liabilities of $8.3 million, the Company will be able to meet both its short-term liquidity needs and short-term capital expenditure needs. The Company has made no material commitments with respect to capital expenditures planned for fiscal 1996. Management believes that with total long-term liabilities of approximately $.3 million and no other known long-term commitments or demands, the Company will be able to satisfy its known long-term liabilities and liquidity needs through the funding sources identified above. 9 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1. Legal Proceedings. Not applicable. Item 2. Changes in Securities. Not applicable. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable. Item 5. Other Information. Not applicable. 	 Item 6. Exhibits and Reports on Form 8-K. (a) No exhibits are required to be filed for the three months ended June 30, 1996. (b) No reports on Form 8-K were required to be filed during the three months ended June 30, 1996. 10 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATA RESEARCH ASSOCIATES, INC. July30, 1996 /s/Michael J. Mellinger - ----------------- ----------------------------- Date Michael J. Mellinger Chairman, President, and Chief Executive Officer (Principal Executive Officer) July 30, 1996 /s/Katharine W. Biggs - ----------------- ------------------------------ Date Katharine W. Biggs Vice President, and Chief Financial Officer (Principal Accounting Officer) 11