1 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, 1999 ------------- 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, 1999, there were 5,045,458 shares of the registrant's common stock outstanding. 2 INDEX DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets -June 30, 1999 and September 30, 1998 Consolidated statements of income -Three months ended June 30, 1999 and 1998 -Nine months ended June 30, 1999 and 1998 Consolidated statements of cash flows -Nine months ended June 30, 1999 and 1998 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 3 Part I. FINANCIAL INFORMATION Item 1. Financial Statements DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) June 30, September 30, 1999 1998 (Unaudited) ----------- ------------- ASSETS CURRENT ASSETS Cash and cash equivalents $16,008 $8,710 Short-term investments - 8,493 Accounts receivable less allowance for doubtful accounts of $101 at June 30, 1999 and September 30,1998: Billed 5,732 8,092 Unbilled 947 2,445 ------- ------- 6,679 10,537 Income taxes receivable 361 278 Inventories 379 136 Prepaid expenses 751 542 Deferred income taxes 268 261 Other current assets 191 202 ------- ------- TOTAL CURRENT ASSETS 24,637 29,159 PROPERTY AND EQUIPMENT Land and improvements 504 504 Buildings and improvements 2,713 2,719 Data processing equipment 7,106 6,525 Furniture, fixtures, and other 4,362 3,724 ------- ------- 14,685 13,472 Less accumulated depreciation 8,157 6,752 ------- ------- 6,528 6,720 NOTE RECEIVABLE 14 43 DEFERRED SOFTWARE COSTS (net of accumulated amortization of $854 at June 30, 1999 and $1,711 at September 30, 1998) 4,968 4,365 INTANGIBLE ASSETS (net of accumulated amortization of $2,413 at June 30, 1999 and $4,221 at September 30, 1998) 570 443 ------- ------- $36,717 $40,730 ======= ======= 4 (In thousands, except per share data) June 30, September 30, 1999 1998 (Unaudited) ----------- ------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,433 $ 1,030 Employee compensation 466 375 Deferred revenue 3,411 4,511 Customer deposits 660 695 Other accrued liabilities 142 595 ------- ------- TOTAL CURRENT LIABILITIES 6,112 7,206 DEFERRED INCOME TAXES 2,007 2,019 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 June 30, 1999 and September 30, 1998 56 56 Additional paid-in capital 5,616 5,763 Accumulated other comprehensive income (156) (239) Retained earnings 29,316 28,887 ------- ------- 34,832 34,467 Less cost of treasury stock, 508 shares at June 30, 1999, and 179 shares at September 30, 1998 6,234 2,962 ------- ------- TOTAL SHAREHOLDERS' EQUITY 28,598 31,505 ------- ------- $36,717 $40,730 ======= ======= See notes to unaudited consolidated financial statements. 5 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, 1999 1998 1999 1998 ------- ------- ------- ------- REVENUES Hardware $ 900 $ 1,151 $ 1,822 $ 4,094 Software 1,874 2,306 5,031 5,856 Service and other 4,882 4,854 14,181 14,153 ------- ------- ------- ------- 7,656 8,311 21,034 24,103 EXPENSES Cost of revenues Hardware 668 734 1,312 2,788 Software 474 351 1,110 1,142 Service and other 1,275 1,270 3,874 3,551 ------- ------- ------- ------- 2,417 2,355 6,296 7,481 Salaries and employee benefits 2,574 2,397 7,913 7,563 General and administrative expenses 1,273 1,866 4,425 5,285 Depreciation and amortization 495 454 1,420 1,250 ------- ------- ------- ------- 6,759 7,072 20,054 21,579 INCOME FROM OPERATIONS 897 1,239 980 2,524 OTHER INCOME 193 207 608 700 ------- ------- ------- ------- Income before income taxes 1,090 1,446 1,588 3,224 PROVISION FOR INCOME TAXES 354 473 516 1,175 ------- ------- ------- ------- NET INCOME $ 736 $ 973 $ 1,072 $ 2,049 ======= ======= ======= ======= Basic and Diluted earnings per share $ .14 $ .18 $ .20 $ .37 ======= ======= ======= ======= Dividends per share $ .00 $ .00 $ .12 $ .12 ======= ======= ======= ======= See notes to unaudited consolidated financial statements. 6 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Nine months ended June 30, 1999 1998 -------- -------- OPERATING ACTIVITIES Net income $ 1,072 $ 2,049 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,543 2,607 Provision for deferred income taxes (16) (54) Loss on disposal of property and equipment 7 -- Changes in operating assets and liabilities: Accounts receivable 3,951 (1,546) Inventories (243) (74) Prepaid expenses and other current assets 34 360 Accounts payable and other current liabilities (1,444) (171) Note receivable 30 28 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 5,934 3,199 -------- -------- INVESTING ACTIVITIES Purchase of property and equipment (1,223) (1,443) Purchased software (513) -- Deferred software cost (1,339) (2,110) Purchase of short-term investments (22,828) -- Proceeds from sale of short-term investments 31,321 -- -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 5,418 (3,553) -------- -------- FINANCING ACTIVITIES Proceeds from options exercised 245 158 Purchase of treasury shares (3,664) (3,016) Dividends paid (644) (665) -------- -------- NET CASH USED IN FINANCING ACTIVITIES (4,063) (3,523) -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 9 (67) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,298 (3,944) -------- -------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,710 19,734 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,008 $ 15,790 ======== ======== See notes to unaudited consolidated financial statements. 7 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 (In thousands, except per share data) Note 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, 1998, contained in the Company's annual report for the year ended September 30, 1998. In the opinion of management, all adjustments (consisting only of normal recurring items) considered necessary for a fair presentation have been included. Certain amounts in prior year financial statements have been reclassified to conform with the current year presentation. The results of operations for the three and nine months ended June 30, 1999, are not necessarily indicative of the results that may be expected for the year ending September 30, 1999. Note 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. The Company had only finished goods in inventory at June 30, 1999, and September 30, 1998. Note 3. Earnings per share The following table sets forth the computation of basic and diluted earnings per share: Three Months Nine Months Ended Ended June 30, June 30, ---------------- ---------------- 1999 1998 1999 1998 ---------------- ---------------- Numerator for basic earnings per share and diluted earnings per share: Net Income $ 736 $ 973 $1,072 $2,049 ====== ====== ====== ====== Denominator: Basic earnings per share- Weighted-average shares 5,114 5,446 5,276 5,503 Effect of dilutive securities: Stock options 2 50 12 27 ------ ------ ------ ------ Denominator for diluted earnings per share--adjusted weighted- average shares and assumed conversions 5,116 5,496 5,288 5,530 ====== ====== ====== ====== Basic earnings per share $ .14 $ .18 $ .20 $ .37 ====== ====== ====== ====== Diluted earnings per share $ .14 $ .18 $ .20 $ .37 ====== ====== ====== ====== 8 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 4. Revenue Recognition As of October 1, 1998, the Company adopted AICPA SOP 97-2, "Software Revenue Recognition," which was effective for transactions of the Company on or after that date. Prior years were not restated. The Company derives revenue from software licenses, hardware sales, maintenance and other services. Maintenance includes telephone support, software patches and rights to upgrades on a when-and-if-available-basis. Other services include installation, training, consulting, data conversion, networking and system support. In software agreements that include rights to multiple software products, maintenance, and/or other services, the Company allocates the total agreement fee among each deliverable based on the relative fair value of each of the deliverables determined by vendor-specific objective evidence. Software and Hardware The Company recognizes the revenue allocable to software licenses upon delivery of the software product to the end user, unless the fee is not fixed or determinable or collectibility is not probable. For agreements involving the sale of hardware and the licensing of software, revenue for the processor hardware and the software is recognized only upon delivery of both the software and the processor hardware, which is required to render the software operable. Revenue for additional hardware, other than the processor, is recognized when the product is shipped. Software license revenue may include customization or modification of the Company's software to meet specific customer needs. Revenue for customization is recognized using contract accounting, which generally results in using a completed contract basis. Maintenance The Company recognizes revenue for maintenance on a straight-line basis over the period the maintenance is provided. Other Services Agreements that include other services are evaluated to determine whether those services are essential to the functionality of other elements of the agreement. If a service is considered essential, revenue recognition on the elements whose functionality depends on the service is deferred until the service is performed. In multiple element agreements that include software installation, the Company generally considers software installation to be an essential service. The Company generally considers other services included in an agreement not to be essential to the functionality of other elements of the agreement and revenue is recognized upon completion of the service. Such other services include training, consulting, data conversion, network installation and network and system support. 9 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 5. Comprehensive Income As of October 1, 1998, the Company adopted Statement 130, "Reporting Comprehensive Income." Statement 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. The adoption of this Statement had no impact on the Company's net income or shareholders' equity. Statement 130 requires foreign currency translation adjustments, which prior to adoption were reported separately in shareholders' equity, to be included in other comprehensive income. The presentation of prior year financial statements reflects reclassification of data to conform to the requirements of Statement 130. The components of comprehensive income, net of related tax, for the three and nine month periods ended June 30, 1999 and 1998 are as follows: Three Months Nine Months Ended Ended June 30, June 30, ------------------------------------ 1999 1998 1999 1998 ------------------------------------ Net income $736 $973 $1,072 $2,049 Foreign currency translation adjustment 54 (54) 83 (87) ------------------------------------ Comprehensive income $790 $919 $1,155 $1,962 ==================================== The components of accumulated other comprehensive income, net of related tax, at June 30, 1999 and September 30, 1998, are as follows: June 30, 1999 Sept 30, 1998 ------------------------------ Foreign currency translation adjustment $(156) $(239) ------------------------------ Accumulated other comprehensive income $(156) $(239) ============================== Note 6. Segment Information Effective for fiscal year end September 30, 1999 reporting, the Company will adopt SFAS No. 131, "Segment Information". 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 that the adoption of this standard will not have a material impact on the Company's financial statements. Note 7. New Accounting Standards In June 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities", which is required to be adopted for years beginning after June 15, 1999. The FASB has 10 since delayed the effective date until years beginning June 15, 2000. Because of the Company's minimal use of derivatives, management does not anticipate that the adoption of the new Statement will have a significant effect on earnings or the financial position of the Company. 11 DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview The Company's revenue recognition policy is discussed in Note 5 to the unaudited consolidated financial statements. The components of the cost for development of software primarily include salaries and employee benefits and are expensed as incurred until such costs qualify as deferred software costs which are 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 services 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 Company's revenues will be increasingly dependent on sales of its next-generation system which is currently being developed. The initial version of certain modules of the new system was released in the fourth quarter of fiscal year 1998. 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. The Company recognized the first revenue from Taos in the fourth quarter of fiscal 1998, additional revenue in the third quarter of fiscal 1999 and currently has a backlog of revenue related to ten contracts for the Taos system. Recognition of revenue from this backlog is subject to completion of all required modules mandated by each contract, along with the logistical considerations that accompany the initial release of a new product. See Exhibit 99.1 "Cautionary Statements - Additional Important Factors To Be Considered", in the Company's Form 10-K for the year ended September 30, 1998. Year 2000 Readiness Disclosure The arrival of the year 2000 poses certain technological challenges resulting from a reliance of some computer technologies on two digits rather than four digits to represent the calendar year (e.g., "99" for "1999"). It is generally believed that computer technologies programmed in this manner, if not corrected, may produce inaccurate or unpredictable results or system failures in connection with the transition from 1999 to 2000, when dates will begin to have a lower two-digit number than dates in the prior century. This problem, the so-called "Year 2000 Problem" or "Y2K Problem," could have an adverse effect on the Company's financial condition, results of operations, business or business prospects because, in order to function properly, the Company's products must interface with a multitude of software and hardware products manufactured by unrelated third parties. The Company has been working diligently to prevent or mitigate disruptions relating to the year 2000. As of June 30, 1999, the Company has reviewed all of its proprietary software products and believes that all of such software products are currently 12 capable of accurately processing date data related to the change from 1999 to 2000, if used with third party products that are also capable of accurately processing such data. The Company has formed an oversight committee and has developed a plan to coordinate identification, evaluation and implementation of any necessary changes to the computer systems, applications and business processes used by the Company in the operation of its business. As of June 30, 1999, the oversight committee had identified the Company's systems that could potentially be impacted by the Y2K Problem, had prioritized the identified systems and had undertaken three primary steps to validate systems readiness. The three steps are (1) obtaining a vendor readiness statement (2) internal testing, and (3) third-party validation through an authorized organization that has already tested the systems. The Company has obtained a vendor readiness statement for all identified systems and is performing internal testing on those identified as critical to its operations that have not already been validated through a third-party authorized organization. As it is testing the critical systems, the Company is compiling a list of identified problems and recommended solutions. The Company has begun applying solutions, verifying that such solutions make the system(s) avoid the Y2K Problem, and developing a contingency plan for any critical system that remains susceptible to the Y2K Problem. The Company plans to be substantially complete with all Y2K readiness and contingency planning by September 30, 1999. The Company anticipates that its Y2K action plan discussed above will be carried out solely by existing employees without significantly impacting their other duties. Accordingly, the Company has not incurred any material incremental costs and has not identified any incremental future costs associated with the Y2K Problem. No assurances can be given that the Company will be able to completely identify or address all issues related to the Year 2000 Problem that affect the Company, or that third parties with whom the Company does business will not experience system failures as a result of the Year 2000 Problem, nor can the Company fully predict the consequences of any such failure. There is no single customer or product vendor which, in the Company's assessment, is or may be likely to present any significant exposure due to the Year 2000 Problem. However, management anticipates that there may be some negative impact on the timely receipt of accounts receivable due to the failure of certain customers to prepare adequately for the Year 2000 Problem. In a worst-case scenario, these accounts receivable related difficulties might require the Company to draw down its own credit line or to reduce the amount of available cash on hand. The Company also could face some risk from the possible failure of one or more of its third party vendors to continue to provide uninterrupted service through the changeover to the year 2000. Because the Company outsources the delivery of hardware to its customers, such a failure could affect the installation of the Company's products at customer locations. While an evaluation of the Year 2000 preparedness of its third party vendors has been part of the Company's Y2K action plan, the Company's ability to evaluate is limited to some extent by the willingness of vendors to supply information and the ability of vendors to verify the Y2K preparedness of their own systems or their sub-providers. However, the Company has received assurances from its significant vendors that there will not be any such disruption; accordingly the Company does not currently anticipate that any of its significant vendors will fail to provide continuing service due to the Year 2000 Problem. The Company, like similarly situated enterprises, is subject to certain risks as a result of possible industry-wide or area-wide failures triggered by the Year 2000 Problem. For example, the failure of certain utility providers (e.g., electricity, gas, telecommunications) to avoid disruption of service in 13 connection with the transition from 1999 to 2000 could adversely affect the Company's results of operations, liquidity and financial condition. In management's estimate, such a system-wide or area-wide failure presents a significant risk to the Company in connection with the Year 2000 Problem because the resulting disruption may be entirely beyond the ability of the Company to cure, and the Company relies on such utilities for the delivery of its own products, particularly telecommunications. The significance of any such disruption would depend on its duration and systemic and geographic magnitude. Of course, any such disruption would likely impact businesses other than the Company. 14 Forward Looking Statements 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 a substantial number of forward-looking statements, indicated by such words as "expects," "believes," "estimates," "anticipates," "plans," "assessment," "should," "will," and similar words. These forward-looking statements are based on the Company's and management's beliefs, assumptions, expectations, estimates and projections any or all of which are subject to future change, depending on unknown developments and facts. These forward-looking statements should be read in conjunction with the disclosures in Exhibit 99.1 "Cautionary Statements - Additional Important Factors to Be Considered," in the Company's Form 10-K for the year ended September 30, 1998. 15 Results of Operations Three Months Ended June 30, 1999 compared to Three Months Ended June 30, 1998 Hardware revenues decreased $.3 million, or 22%, to $.9 million for the three months ended June 30, 1999, from $1.2 million for the three months ended June 30, 1998. The decrease is primarily due to a $.5 million sale to a single customer in the three months ended June 30, 1998, with no single large hardware shipment in the quarter ended June 30, 1999. The magnitude in the decrease in hardware revenues was lessened by a marketing program to facilitate the migration of specific current customers to the Taos system, which resulted in add-on sales of upgraded hardware. The gross margin percentage on hardware was 26% in the three months ended June 30, 1999 and 36% in the three months ended June 30, 1998. The mix of the types of hardware systems sold was the major contributor to the margin decline. Software license revenues decreased $.4 million, or 19%, to $1.9 million in the three months ended June 30, 1999, from $2.3 million for the three months ended June 30, 1998. The decrease is due primarily to a $.6 million sale to a single customer in the three months ended June 30, 1998, with no similar large software sales recorded in the three months ended June 30, 1999. The Company had new contract revenue in the three months ended June 30, 1999, of $.1 million from two installations. The gross margin percentage on software was 75% in the three months ended June 30,1999, and 85% in the three months ended June 30, 1998. The decrease in margin is primarily attributed to higher amortization of software development costs in the three months ended June 30, 1999, over the three months ended June 30, 1998. The company anticipates that this amortization of software development costs will continue to rise for the foreseeable future. Service and other revenues were $4.9 million in the three months ended June 30, 1999, remaining consistent with the three months ended June 30, 1998. The continued increase in software maintenance revenue was offset by a decrease in revenues from the Company's other services, many of which are associated with new system sales. Management expects that software maintenance revenues, a major component of service and other revenues, will continue to increase as the base of licensed software products increases. The gross margin percentage on service and other revenues was 74% in the three months ended June 30, 1999, remaining consistent with the three months ended June 30, 1998. Salaries and employee benefits increased $.2 million, or 7%, to $2.6 million in the three months ended June 30, 1999, from $2.4 million in the three months ended June 30, 1998. This increase is primarily attributable to $.1 million in additional salaries due to the hiring of additional staff in the development and testing departments, coupled with $.1 million in annual salary increases. General and administrative expenses decreased $.6 million, or 32%, to $1.3 million in the three months ended June 30, 1999, from $1.9 million in the three months ended June 30, 1998. This decrease is primarily attributable to a reduction in travel and trade show expenses, coupled with a reduction in software development consulting expenses for DRA Classic software. Income from operations decreased $.3 million, or 28%, to $.9 million in the three months ended June 30, 1999, from $1.2 million in the three months ended June 30, 1998. The decrease is primarily attributable to the decrease in software sales and software margins in the three months ended June 30, 1999, from the three months ended June 30, 1998. The Company's consolidated effective tax rate was 33% for the three month period ended June 30, 1999, and for the three month period ended June 30, 1998. 16 Results of Operations Nine Months Ended June 30, 1999 compared to Nine Months Ended June 30, 1998 Hardware revenues decreased $2.3 million, or 55%, to $1.8 million for the nine months ended June 30, 1999, from $4.1 million for the nine months ended June 30, 1998. The decrease is primarily due to the lack of significant new contract shipments in the nine months ended June 30, 1999, coupled with the continued decline of prices in the computer hardware market. The Company had two new contract shipments of hardware in the nine months ended June 30, 1999, with revenues of $.1 million. The magnitude in the decrease in hardware revenues was lessened by a new marketing program designed to facilitate the migration of specific current customers to the Taos system. The gross margin percentage on hardware was 28% in the nine months ended June 30, 1999 and 32% in the nine months ended June 30, 1998. Software license revenues decreased $.9 million, or 14%, to $5.0 million in the nine months ended June 30, 1999, from $5.9 million in the nine months ended June 30, 1998. The decrease is primarily attributable to the lack of new software contracts shipped in the nine months ended June 30, 1999, compared with the nine months ended June 30, 1998, when shipment of several new software contracts contributed $1.2 million in revenue. The Company had two new contract shipments of software in the nine months ended June 30, 1999, generating revenue of $.1 million. The gross margin percentage on software was 78% in the nine months ended June 30,1999, and 80% in the nine months ended June 30, 1998. An increase in the amortization of software development costs was the major contributor to this decline in margin for the nine months ended June 30, 1999, from the nine months ended June 30, 1998. The Company anticipates that this amortization of software development costs will continue to rise for the foreseeable future. Service and other revenues were $14.2 million in the nine months ended June 30, 1999, consistent with the nine months ended June 30, 1998. The continued increase in software maintenance revenue was offset by a decrease in revenues from the Company's other services, many of which are associated with new system sales, in the nine months ended June 30, 1999. Management expects that software maintenance revenues, a major component of service and other revenues, will continue to increase as the base of licensed software products increases. The gross margin percentage on service and other revenues was 73% in the nine months ended June 30, 1999, and 75% in the nine months ended June 30, 1998. The decline is primarily attributable to the mix of services provided. The nine months ended June 30, 1999 showed higher revenue from the Internet services business than the nine months ended June 30, 1998. Internet services have higher direct costs than the Company's other services. Salaries and employee benefits increased $.3 million, or 5%, to $7.9 million in the nine months ended June 30, 1999, from $7.6 million in the nine months ended June 30, 1998. This increase is primarily attributable to $.1 million in additional salaries due to the hiring of additional staff in the development and testing departments, coupled with $.2 million in annual salary increases. General and administrative expenses decreased $.9 million, or 16%, to $4.4 million in the nine months ended June 30, 1999, from $5.3 million in the nine months ended June 30, 1998. This decrease is primarily attributable to the write-off of purchased software, no longer sold by the company, resulting in a non-recurring expense of $.4 million in the nine months ended June 30, 1998, and to a lesser extent to a reduction of $.4 million in travel and trade show expenses in the nine months ended June 30, 1999. Income from operations decreased $1.5 million, or 61%, to $1.0 million in the nine months ended June 30, 1999, from $2.5 million in the nine months ended June 30, 1998. The decrease is primarily attributable to the decrease in hardware and software sales in the nine months ended June 30, 1999, from June 30, 1998, and 17 to the less profitable mix of services sold in the nine months ended June 30, 1999. The Company's consolidated effective tax rate was 33% for the nine month period ended June 30, 1999, and 36% for the nine month period ended June 30, 1998. The decrease is a result of additional research and development credits being generated and utilized in 1999. 18 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, 1999, the Company's working capital was $18.5 million and its ratio of current assets to current liabilities was 4.0 to 1, as compared to working capital of $19.7 million and a ratio of current assets to current liabilities of 3.7 to 1 at June 30, 1998. Net cash provided by operating activities was $5.9 million for the nine months ended June 30, 1999, compared to $3.2 million for the nine months ended June 30, 1998. The increase in net cash provided by operations was due primarily to increased cash receipts in the nine months ended June 30, 1999, including receipt of over $1.2 million from one customer. Net cash provided by investing activities was $5.4 million for the nine months ended June 30, 1999, compared to net cash used of $3.6 million for the nine months ended June 30, 1998. The increase in net cash provided by investing activities is primarily due to the Company's need to maintain cash with enough liquidity to fund its repurchase of treasury stock. To accomplish this, the proceeds from maturing investments were put into instruments whose holding periods classified them as cash or cash equivalents, rather than short-term investments. Net cash used by financing activities was $4.1 million for the nine months ended June 30, 1999, compared to $3.5 million for the nine months ended June 30, 1998. Purchases of treasury stock in the amount of $3.7 million for the nine months ended June 30, 1999, compared to $3.0 million for the nine months ended June 30, 1998 accounted for most of the increase in cash used. Management extended the Company's $6.0 million line of credit to January 2000. 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 $16.0 million, accounts receivable of $6.7 million, continued cash flow from operations, and the availability of the $6.0 million line of credit, and considering that total current liabilities are $6.1 million, the Company will be able to meet both its short-term liquidity needs and short-term capital expenditure needs. In April 1999, the Company's Board of Directors authorized the additional repurchase of the Company's common stock in an amount of up to $2 million, such purchases to be made from time to time during the twelve months following the authorization. No material commitments with respect to capital expenditures have been made for fiscal 1999. Management believes that with total long-term liabilities of approximately $2.0 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. 19 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) Not applicable. (b) Not applicable. (c) Not applicable. Item 5. Other Information. The Company is completing the developmental stage of its next generation system, Taos. During the development of Taos, the Company has pursued contractual arrangements with library systems desiring to purchase Taos once it is completed. Those contracts include terms that are modified from time-to-time by agreement between the parties, including terms with respect to the anticipated installation dates for the various modules of the Taos system, but libraries are not obligated to agree to such amendments. Due to delays in certain contractual installation schedules, the Company placed one installation project on hold during the third fiscal quarter, and subsequent to the end of the quarter, the Company received notice from one customer that it was considering terminating its contract with the Company. While the Company believes that it will be able to substantially comply with the Taos installation schedules currently in place with its customers, a variety of factors could add additional delays in the final release of Taos, necessitating amendment of various contracts with respect to the installation dates. Such factors include the difficulties associated with incorporating rapid technological change into the Taos system, the Company's dependence on third-party suppliers, and the relative scarcity of qualified technical staff. For additional risk factors that should be read in conjunction with this disclosure, see Exhibit 99.1 "Cautionary Statements - Additional Important Factors to Be Considered" in the Company's Form 10-K for the year ended September 30, 1998. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were required to be filed during the three months ended June 30, 1999. 20 PART II. OTHER INFORMATION 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. August 12, 1999 /s/Michael J. Mellinger - ---------------- ------------------------------ Date Michael J. Mellinger Chairman, President, and Chief Executive Officer (Principal Executive Officer) August 12, 1999 /s/Katharine W. Biggs - ---------------- ------------------------------ Date Katharine W. Biggs Vice President, and Chief Financial Officer (Principal Accounting Officer)