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 March 31, 1998
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-20244
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DATA RESEARCH ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
MISSOURI 43-1063230
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1276 NORTH WARSON RD. ST. LOUIS, MISSOURI 63132
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(Address of principal executive offices) (Zip Code)
(314) 432-1100
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(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 April 15, 1998 there were 5,487,598 shares of the registrant's common stock
outstanding.
INDEX
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -March 31, 1998
and September 30, 1997
Consolidated statements of income -Three months ended March 31,
1998 and 1997
-Six months ended March 31,
1998 and 1997
Consolidated statements of cash flows -Six months ended March 31,
1998 and 1997
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
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Item 4. Submission of Matters to a Vote of Security Holders.
SIGNATURES
2
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements.
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
March 31, September 30,
1998 1997
(Unaudited)
----------- --------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $18,910 $19,734
Accounts receivable less allowance for doubtful
accounts of $119:
Billed 6,199 7,689
Unbilled 2,296 869
------ ------
8,495 8,558
Income tax receivable - 735
Inventories 38 76
Prepaid expenses 863 1,053
Deferred income taxes 215 183
Other current assets 189 171
------ ------
TOTAL CURRENT ASSETS 28,710 30,510
PROPERTY AND EQUIPMENT
Land and improvements 504 504
Building and improvements 2,635 2,570
Data processing equipment 6,075 5,562
Furniture, fixtures, and other 4,205 3,713
------ ------
13,419 12,349
Less accumulated depreciation 6,442 5,708
------ ------
6,977 6,641
NOTE RECEIVABLE 83 99
DEFERRED SOFTWARE COSTS (net of accumulated
amortization of $1,499 at March 31, 1998
and $1,360 at September 30, 1997) 3,022 2,051
INTANGIBLE ASSETS (net of accumulated
amortization of $4,669 at March 31, 1998
and $3,685 at September 30, 1997) 854 1,838
------ ------
$39,646 $41,139
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,834 $ 1,792
Employee compensation 356 328
Deferred revenue 3,364 4,047
Customer deposits 997 1,035
Other accrued liabilities 395 528
Income taxes payable 163 591
------ ------
TOTAL CURRENT LIABILITIES 7,109 8,321
DEFERRED INCOME TAXES 1,352 1,376
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01 per share--
1,000 shares authorized, no shares issued
Common stock, par value $.01 per share--10,000
shares authorized, 5,557 shares issued at
March 31, 1998, 5,539 shares issued at
September 30, 1997 56 55
Additional paid-in capital 5,761 5,612
Foreign currency translation adjustment (110) (77)
Retained earnings 26,262 25,852
------ ------
31,969 31,442
Less cost of 59 shares of treasury stock 784 -
------ ------
TOTAL SHAREHOLDERS' EQUITY 31,185 31,442
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$39,646 $41,139
====== ======
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 Six months ended
March 31, March 31,
1998 1997 1998 1997
------ ------ ------ ------
REVENUES
Hardware $ 1,793 $ 3,235 $ 2,943 $ 4,631
Software 1,916 2,196 3,550 3,498
Service and other 4,630 4,426 9,299 8,856
------ ------ ------ ------
8,339 9,857 15,792 16,985
EXPENSES
Cost of revenues
Hardware 1,226 2,232 2,054 3,208
Software 483 401 791 650
Service and other 912 1,281 2,281 2,142
------ ------ ------ ------
2,621 3,914 5,126 6,000
Salaries and employee benefits 2,595 2,462 5,080 5,024
General and administrative expenses 2,019 1,648 3,505 3,136
Depreciation and amortization 415 329 796 623
------ ------ ------ ------
7,650 8,353 14,507 14,783
INCOME FROM OPERATIONS 689 1,504 1,285 2,202
OTHER INCOME 257 204 493 406
------ ------ ------ ------
Income before income taxes 946 1,708 1,778 2,608
PROVISION FOR INCOME TAXES 363 486 703 845
------ ------ ------ ------
NET INCOME $ 583 $ 1,222 $ 1,075 $ 1,763
====== ====== ====== ======
Basic and diluted earnings per share $ 0.11 $ 0.22 $ 0.19 $ 0.32
====== ====== ====== ======
Dividends per share $ 0.12 $ 0.10 $ 0.12 $ 0.10
====== ======= ====== ======
See notes to unaudited consolidated financial statements.
4
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Six months ended
March 31,
1998 1997
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OPERATING ACTIVITIES
Net income $ 1,075 $ 1,763
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,865 1,056
Provision for deferred income taxes (54) (87)
Changes in operating assets
and liabilities:
Accounts receivable 88 2,876
Inventories 37 54
Prepaid expenses and
other current assets (295) (303)
Accounts payable and
other current liabilities (481) (877)
Note receivable 18 161
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 2,253 4,643
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INVESTING ACTIVITIES
Purchase of property and equipment (1,105) (1,235)
Purchased software - (48)
Deferred software cost (650) (700)
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NET CASH USED BY INVESTING ACTIVITIES (1,755) (1,983)
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FINANCING ACTIVITIES
Proceeds from options exercised 150 141
Treasury stock purchased (784) -
Dividends paid (665) (552)
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NET CASH USED BY
FINANCING ACTIVITIES (1,299) (411)
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS (23) (163)
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (824) 2,086
------- -------
Cash and cash equivalents at
beginning of period 19,734 11,823
------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $18,910 $13,909
======= =======
See notes to unaudited consolidated financial statements.
5
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
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, 1997, contained in the
Company's annual report for the year ended September 30, 1997. 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 six months ended March 31, 1998, are not necessarily
indicative of the results that may be expected for the year ending
September 30, 1998.
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 March 31, 1998, and September 30, 1997.
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. Earnings per Share
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic
and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where necessary, restated
to conform to the Statement 128 requirements.
6
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
MARCH 31, 1998
The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except per share data):
Three Months Six Months
Ended Ended
March 31, March 31,
----------------- ---------------
1998 1997 1998 1997
----------------- ---------------
Numerator for basic earnings
per share and diluted earnings
per share:
Net Income $ 583 $1,222 $1,075 $1,763
===== ====== ====== ======
Denominator:
Basic earnings per share-
Weighted-average shares 5,522 5,532 5,532 5,526
Effect of dilutive securities:
Stock options 26 27 25 34
----- ----- ----- -----
Denominator for diluted earnings
per share--adjusted weighted-
average shares and assumed
conversions 5,548 5,559 5,557 5,560
===== ===== ===== =====
Basic earnings per share $.11 $.22 $.19 $.32
===== ===== ===== =====
Diluted earnings per share $.11 $.22 $.19 $.32
===== ===== ===== =====
Note 5. Software Revenue Recognition
In October 1997, The Accounting Standards Executive Committee of the AICPA
issued Statement of Position 97-2 (SOP 97-2), "Software Revenue Recognition".
SOP 97-2 is effective for transactions entered into in fiscal years beginning
after December 15, 1997, thus will be effective for the Company for
transactions occurring after September 30, 1998. Management is evaluating
the impact, if any, of SOP 97-2 on the financial statements.
Note 6. New Accounting Standards
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
Reporting Comprehensive Income and SFAS No. 131 Segment Information. Both
of those standards are effective for fiscal years beginning after December
15, 1997, and thus will be effective for the Company after September 30,
1998. SFAS No. 130 requires that all components of comprehensive income,
including net income, be reported in the financial statements in the period
in which they are recognized. Comprehensive income is defined as the change
in equity during a period from transactions and other events and circumstances
from non-owner sources. Net income and other comprehensive income, including
foreign currency translation adjustments, and unrealized gains and losses on
investments, shall be reported, net of their related tax effect, to arrive at
comprehensive income. Management does not believe that comprehensive income or
loss will be materially different than net income or loss. SFAS No. 131 amends
the requirements for public enterprises to report financial and descriptive
information about its reportable operating segments. Operating segments, as
defined in SFAS No. 131, are components of an enterprise for which separate
financial information is available and is evaluated regularly by the Company in
deciding how to allocate resources and in assessing performance. The financial
information is required to be reported on the basis that it is used internally
for evaluating the segment performance. Management believes the Company
operates in one business and operating segment and does not believe adoption
of these standards will have a material impact on the Company's financial
statements.
7
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 and sevices than on sales of hardware. 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 Companys 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, Taos, 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. Management expects intial revenue
shipments of Taos in the fourth quarter of this fiscal year.
Management believes that all of its proprietary software and the major
software used to run its operations is year 2000 compliant and is in the
process of obtaining year 2000 compliance certification from its major
vendors.
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 Exhibit 99.1,
"Cautionary Statements--Additional Important Factors To Be Considered", in the
Company's Form 10K for the year ended September 30, 1997.
8
Results of Operations
Three Months Ended March 31, 1998 compared to Three Months Ended
March 31, 1997
Hardware revenues decreased $1.4 million, or 45%, to $1.8 million for the
three months ended March 31, 1998, from $3.2 million for the three months ended
March 31, 1997. The decrease is primarily due to one large hardware upgrade that
shipped in the three months ended March 31, 1997, and to a lesser extent due to
the customers' ability to buy high-performance systems at lower prices. The
gross margin percentage on hardware was 32% in the three months ended March 31,
1998, and 31% in the three months ended March 31, 1997.
Software license revenues decreased $.3 million, or 13%, to $1.9 million in
the three months ended March 31, 1998, from $2.2 million in the three months
ended March 31, 1997. Management believes the decrease is primarily due to the
anticipated delivery of the Company's new Taos library automation system. The
gross margin percentage on software was 75% in the three months ended March 31,
1998, and 82% in the three months ended March 31, 1997. The decrease in gross
margin is primarily due to additional amortization in the three months ended
March 31, 1998, as compared to the three months ended March 31, 1997.
Service and other revenues increased $.2 million, or 5%, to $4.6 million in
the three months ended March 31, 1998, from $4.4 million in the three months
ended March 31, 1997. Management expects that software 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 80%
for the three months ended March 31, 1998, from 71% for the three months
ended March 31, 1997. This increase is primarily due to an increase in software
maintenance of $.4 million in the quarter ended March 31, 1998. The Company's
gross margin on software maintenance has historically been higher than the
Company's other service revenues.
Salaries and employee benefits increased $.1 million, or 5%, to $2.6 million
in the three months ended March 31, 1998, from $2.5 million in the three
months ended March 31, 1997. This increase is primarily attributable to
annual salary increases.
General and administrative expenses increased $.4 million, or 23%, to $2.0
million in the three months ended March 31, 1998, from $1.6 million in the
three months ended March 31, 1997. The increase is primarily due to a $.4
million write-off of purchased software that is no longer being sold by the
Company.
Income from operations decreased $.8 million, or 54%, to $.7 million in the
three months ended March 31, 1998, from $1.5 million in the three months ended
March 31, 1997. The decrease is primarily attributable to the decrease in
hardware sales in the three months ended March 31, 1998, from March 31, 1997,
and the write-off of purchased software in the three months ended March 31,
1998.
The Company's consolidated effective tax rate was 38% for the three month
period ended March 31, 1998, and 28% for the three month period ended
March 31, 1997. The three months ended March 31, 1997 rate reflected the
Reduction in the valuation allowance of the Company's foreign subsidiaries'
losses.
9
Results of Operations
Six Months Ended March 31, 1998 compared to Six Months Ended
March 31, 1997
Hardware revenues decreased $1.7 million, or 37%, to $2.9 million for the
six months ended March 31, 1998, from $4.6 million for the six months ended
March 31, 1997. The decrease is primarily due to one large hardware upgrade
that shipped in the six months ended March 31, 1997, and due to the customers'
ability to buy high-performance systems at lower prices. The gross margin
percentage on hardware was 30% in the six months ended March 31, 1998, and
31% in the six months ended March 31, 1997.
Software license revenues increased $.1 million, or 1%, to $3.6 million in
the six months ended March 31, 1998, from $3.5 million in the six months
ended March 31, 1997. The gross margin percentage on software was 78% in the six
months ended March 31, 1998, and 81% in the six months ended March 31, 1997.
The decrease in gross margin is primarily due to additional amortization in
the six months ended March 31, 1998, as compared to the six months ended
March 31, 1997.
Service and other revenues increased $.4 million, or 5%, to $9.3 million in
the six months ended March 31, 1998, from $8.9 million in the six months
ended March 31, 1997. Management expects that software maintenance revenues
will continue to increase as the base of licensed software products increases.
The gross margin percentage on service and other revenues decreased to 75%
for the six months ended March 31, 1998, from 76% for the six months
ended March 31, 1997.
Salaries and employee benefits increased $.1 million, or 1%, to $5.1 million
in the six months ended March 31, 1998, from $5.0 million in the six
months ended March 31, 1997. This increase is primarily attributable to
annual salary increases.
General and administrative expenses increased $.4 million, or 13%, to $3.5
million in the six months ended March 31, 1998, from $3.1 million in the six
months ended March 31, 1997. The increase is primarily due to a $.4 million
write-off of purchased software that is no longer being sold by the Company.
Income from operations decreased $.9 million, or 42%, to $1.3 million in
the six months ended March 31, 1998, from $2.2 million in the six months ended
March 31, 1997. The decrease is primarily attributable to the decrease in
hardware sales in the six months ended March 31, 1998, from March 31, 1997,
and the write-off of purchased software in the six months ended March 31,
1998.
The Company's consolidated effective tax rate was 40% for the six month
period ended March 31, 1998, and 32% for the six month period ended
March 31, 1997. The March 31, 1997 rate reflected the reduction in the
valuation allowance of the Company's foreign subsidiaries' losses.
10
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 March 31, 1998, the Company's
working capital was $21.6 million and its ratio of current assets to current
liabilities was 4.0 to 1, as compared to working capital of $22.2 million
and a ratio of current assets to current liabilities of 3.7 to 1 at
September 30, 1997.
Net cash provided by operating activities was $2.3 million for the six
months ended March 31, 1998, compared to $4.6 million for the six months
ended March 31, 1997. The decrease in net cash provided by operations was
primarily due to the receipt in the six months ended March 31, 1997, of over
$3.2 million from one customer.
Net cash used by investing activities was $1.8 million for the six months
ended March 31, 1998, compared to $2.0 million for the six months ended
March 31, 1997. The decrease in net cash used by investing activities is
primarily due to a decrease in property and equipment purchased in the
six months ended March 31, 1998, compared to the six months ended
March 31, 1997.
Net cash used by financing activities was $1.3 million for the six months
ended March 31, 1998, compared to $.4 million for the six months ended
March 31, 1997. Net cash used by financing activities for the six months ended
March 31, 1998, includes the payment of a $.12 per share dividend in January
1998, compared to the payment of a $.10 per share dividend in January 1997.
Net cash used by financing activities for the six months ended March 31, 1998,
includes $.8 million paid to purchase 59,200 shares of treasury stock.
Management extended the Company's $6.0 million line of credit to February 1999.
The line of credit 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 $18.9 million,
accounts receivable of $8.5 million, continued cash flow from operations,
availability of the $6.0 million line of credit, and total current liabilities
of $7.1 million, the Company will be able to meet both its short-term
liquidity needs and short-term capital expenditure needs. The Board of Directors
has authorized management to repurchase its Common Stock in an aggregate amount
of up to $4 million. At March 31, 1998, in excess of $.8 million has been used
to repurchase the Company's Common Stock. The Company has made no material
commitments with respect to capital expenditures planned for fiscal 1998.
Management believes that with total long-term liabilities of approximately
$1.4 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.
11
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.
(a) The Annual Meeting of Shareholders of the Company
(the "Annual Meeting") was held on February 11, 1998.
Of the 5,542,670 shares entitled to vote at the Annual
Meeting, 5,417,219 shares were present at such meeting
in person or by proxy.
(b) Not applicable.
(c) At the Annual Meeting, the shareholders of the Company elected
Micheal J. Mellinger as a Class A Director of the Company, to
hold office until the annual meeting of the Company's shareholders
in 2001 and until his successor has been duly elected and qualified,
by a vote of 5,390,256 for and 26,963 withheld.
At the Annual Meeting, the shareholders of the Company elected
Gilbert F. Bickel III as a Class A Director of the Company, to hold
office until the annual meeting of the Company's shareholders in
2001 and until his successor has been duly elected and qualified,
by a vote of 5,404,456 for and 12,763 withheld.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) No reports on Form 8-K were required to be filed during the three
months ended March 31, 1998.
12
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.
May 1, 1998 /s/ Michael J. Mellinger
- ------------------- ------------------------------
Date Michael J. Mellinger
Chairman, President, and
Chief Executive Officer
(Principal Executive Officer)
May 1, 1998 /s/ Katharine W. Biggs
- ------------------- ------------------------------
Date Katharine W. Biggs
Vice President, and
Chief Financial Officer
(Principal Accounting Officer)
13