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 December 31, 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 January 15, 1997 there were 5,524,120 shares of the registrant's common stock outstanding. 1 INDEX DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements (Unaudited) Consolidated balance sheets -December 31, 1996 and September 30, 1996 Consolidated statements of income -Three months ended December 31, 1996 and 1995 Consolidated statements of cash flows -Three months ended December 31, 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) December 31, September 30, 1996 1996 (Unaudited) ----------- -------- ASSETS				 CURRENT ASSETS Cash and cash equivalents $ 4,036 $ 4,855 Short-term investments 10,724 6,968 Accounts receivable less allowance for doubtful accounts of $269: Billed 6,924 10,803 Unbilled 3,674 3,878 ------ ------ 10,598 14,681 Inventories 138 178 Prepaid expenses 786 679 Deferred income taxes 213 166 Other current assets 154 153 ------ ------ TOTAL CURRENT ASSETS 26,649 27,680 PROPERTY AND EQUIPMENT Land and improvements 504 504 Building and improvements 2,426 2,219 Data processing equipment 4,737 4,407 Furniture, fixtures, and other 3,193 2,982 ------ ------ 10,860 10,112 Less accumulated depreciation 4,782 4,517 ------ ------ 6,078 5,595 NOTE RECEIVABLE 180 296 DEFERRED SOFTWARE COSTS (net of accumulated amortization of $1,122 at December 31, 1996 and $1,057 at September 30, 1996) 657 522 INTANGIBLE ASSETS (net of accumulated amortization of $2,961 at December 31, 1996 and $2,744 at September 30, 1996) 2,401 2,568 ------ ------ $35,965 $36,661 ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,666 $ 1,705 Employee compensation 407 694 Deferred revenue 3,318 3,787 Customer deposits 960 1,164 Other accrued liabilities 550 777 Income taxes payable 494 615 ------ ------ TOTAL CURRENT LIABILITIES 7,395 8,742 DEFERRED INCOME TAXES 524 473 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, 5,789,220 shares issued at December 31, 1996, 5,777,520 shares issued at September 30, 1996 58 58 Additional paid-in capital 5,779 5,700 Foreign currency translation adjustment 32 53 Retained earnings 22,452 21,910 ------ ------ 28,321 27,721 Less cost of 265,100 shares of treasury stock 275 275 ------ ------ TOTAL SHAREHOLDERS' EQUITY 28,046 27,446 ------ ------ $35,965 $36,661 ====== ====== 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 December 31, 1996 1995 ------ ------	 REVENUES Hardware $ 1,396 $ 1,441	 Software 1,302 1,629 Service and other 4,430 3,656 ------ ------ 7,128 6,726 EXPENSES Cost of revenues Hardware 976 974 Software 249 260 Service and other 861 776 ------ ------ 2,086 2,010 Salaries and employee benefits	 2,562 2,507 General and administrative expenses 1,488 1,376 Depreciation and amortization 294 264 ------ ------ 6,430 6,157 INCOME FROM OPERATIONS 698 569 OTHER INCOME 202 166 ------ ------ Income before income taxes 900 735 PROVISION FOR INCOME TAXES 359 315 ------ ------ NET INCOME $ 541 $ 420 ====== ====== Earnings per share $ 0.10 $ 0.08 ====== ====== Weighted average number of common shares 5,519,917 5,471,100 ========= ========= See notes to unaudited consolidated financial statements. 4 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three months ended December 31, 1996 1995 ------- ------- OPERATING ACTIVITIES Net income $ 541 $ 420 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 546 520 Provision for deferred income taxes 3 - Changes in operating assets and liabilities: Accounts receivable 4,677 2,168 Inventories 40 (2,090) Prepaid expenses and other current assets	 (108) 16 Accounts payable and other current liabilities (1,956) 116 Note receivable 116 22 ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 3,859 1,172 ------- ------- INVESTING ACTIVITIES Purchase of property and equipment (752) (653) Purchase of short-term investments (15,345) (3,067) Proceeds from sales of short-term investments 11,589 2,049 Purchased software (48) - Deferred software cost (200) (75) ------- ------- NET CASH USED BY INVESTING ACTIVITIES (4,756) (1,746) ------- ------- FINANCING ACTIVITIES Proceeds from options exercised 79 - ------- ------- NET CASH PROVIDED BY FINANCING ACTIVITIES 79 - ------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (1) (2) ------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (819) (576) ------- ------- Cash and cash equivalents at beginning of period 4,855 9,036 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD	 $ 4,036 $ 8,460 ======= ======= See notes to the unaudited consolidated financial statements. 5 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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, 1996, contained in the Company's annual report for the year ended September 30, 1996. 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 three months ended December 31, 1996, are not necessarily indicative of the results that may be expected for the year ending September 30, 1997. 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 December 31, 1996, and September 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. 4. Common Stock Split On July 18, 1996, the Board of Directors declared a three-for-two stock split, effected in the form of a stock dividend, paid August 19, 1996, to holders of record on August 5, 1996. The financial statements, including share, per share and price per share data, have been retroactively adjusted to reflect the stock split, except for the treasury shares. 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 over the term of the maintenance contract. 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 are reported on the balance sheet as deferred software costs and amortized over the estimated useful life of the product. 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. In the future, the Company's revenues will be increasingly dependent on sales of its next- generation system which is currently being developed. The timing of the completion of this system, which is based on object-oriented client/server design, may be affected by multiple factors, including rapid technological change, dependence on third-party suppliers and the relative scarcity of qualified technical staff. Except for the historical information and statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), the matters and items contained in this document, including MD&A, contain forward looking statements that involve uncertainties and risks. The Company's future results could differ materially from those discussed in this document. Factors that could cause a contribution to such differences, include, but are not limited to, those presented in the Company's Form 10K for the year ended September 30, 1996. Results of Operations Three Months Ended December 31, 1996 compared to Three Months Ended December 31, 1995 Hardware revenues remained constant at $1.4 million for the three months ended December 31, 1996, and December 31, 1995. The gross margin percentage on hardware was 30% in the three months ended December 31, 1996, and 32% in the three months ended December 31, 1995. The decrease is due primarily to one large sale with a low gross margin in the three months ended December 31, 1996. Software license revenues decreased $.3 million, or 20%, to $1.3 million in the three months ended December 31, 1996, from $1.6 million in the three months ended December 31, 1996. The decrease is primarily due to a reduction of third party software sold during the three months ended December 31, 1996. The gross margin percentages on software decreased to 81% in the three months ended December 31, 1996, from 84% the three months ended December 31, 1995. The decrease is primarily due to increased amortization expense charged to software cost of revenues in the three months ended December 31, 1996. 7 Service and other revenues increased $.7 million, or 21%, to $4.4 million in the three months ended December 31, 1996, from $3.7 million in the three months ended December 31, 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 increased to 81% for the three months ended December 31, 1996, from 79% for the three months ended December 31, 1995. This increase is primarily due to an $.4 increase in software maintenance in the three months ended December 31, 1996. Software maintenance revenues have a higher margin then other service and other revenues. Salaries and employee benefits increased $.1 million, or 2%, to $2.6 million in the three months ended December 31, 1996, from $2.5 million in the three months ended December 31, 1995. This increase is primarily attributable to annual salary increases offset by capitalization of salaries and employee benefits related to software development. General and administrative expenses increased $.1 million, or 8%, to $1.5 million in the three months ended December 31, 1996, from $1.4 in the three months ended December 31, 1996. The increase is primarily a result of increased research and development costs during the three months ended December 31, 1996. Income from operations increased $.1 million, or 23%, to $.7 million in the three months ended December 31, 1996, from $.6 million in the three months ended December 31, 1995. The Company's consolidated effective tax rate was 40% for the three month period ended December 31, 1996, and 43% for the three month period ended December 31, 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 December 31, 1996, the Company's working capital was $19.3 million and its ratio of current assets to current liabilities was 3.6 to 1, as compared to working capital of $18.9 million and a ratio of current assets to current liabilities of 3.2 to 1 at September 30, 1996. Net cash provided by operating activities was $3.9 million for the three months ended December 31, 1996, compared to $1.2 million for the three months ended December 31, 1995. The increase in net cash provided by operations was primarily due to higher cash receipts on accounts receivable for the three months ended December 31, 1996, compared to the three months ended December 31, 1995. Net cash used by investing activities was $4.8 million for the three months ended December 31, 1996, compared to $1.7 million for the three months ended December 31, 1995. The increase in net cash used by investing activities is primarily due to a net increase of approximately $3.8 million in short-term investments. Net cash provided by financing activities for the three months ended December 31, 1996, was $.1 million due to the exercise of stock options during the three months ended December 31, 1996. 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 $4.0 million, short-term investments of $10.7 million, accounts receivable of $10.6 million, continued cash flow from operations, availability of the $6.0 million line of credit, and total current liabilities of $7.4 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 1997. Management believes that with total long-term liabilities of approximately $.5 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 December 31, 1996. (b) No reports on Form 8-K were required to be filed during the three months ended December 31, 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. January 27, 1996 /s/ Michael J. Mellinger - ----------------- ------------------------------ Date Michael J. Mellinger Chairman, President, and Chief Executive Officer (Principal Executive Officer) January 27, 1996 /s/ Katharine W. Biggs - ----------------- ------------------------------ Date Katharine W. Biggs Vice President, and Chief Financial Officer (Principal Accounting Officer) 11