1
U.S. 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 September 30, 1998
( ) 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 1-13333
---------
DBT ONLINE, INC.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 85-0439411
----------------------------------- ----------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5550 W. Flamingo Road, Suite B-5
--------------------------------------------
(Address of Principal Executive Offices)
Las Vegas, Nevada 89103
--------------------------------------------
(702) 257-1112
--------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months (or for such shorter periods 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
--- ---
The number of common shares outstanding as of September 30, 1998 was 18,473,416.
2
DBT ONLINE, INC.
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of September 30, 1998
and December 31, 1997..................................................................3
Consolidated Statements of Operations for the Three Months Ended September 30, 1998
and 1997...............................................................................4
Consolidated Statements of Operations for the Nine Months Ended September 30, 1998
and 1997...............................................................................5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1998
and 1997...............................................................................6
Notes to Consolidated Financial Statements......................................................7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................8
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS..............................................................................11
Item 2. CHANGES IN SECURITIES..........................................................................11
Item 3. DEFAULTS UPON SENIOR SECURITIES................................................................11
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................11
Item 5. OTHER INFORMATION..............................................................................11
Item 6. EXHIBITS AND REPORTS ON FORM 8-K...............................................................11
Signature........................................................................................................12
EXHIBIT
Exhibit 27.1 Financial Data Schedule..............................................................E-1
Page 2
3
Part I - Financial Information
ITEM 1. Financial Statements
DBT Online, Inc. and subsidiaries
CONSOLIDATED BALANCE SHEETS
At September 30, At December 31,
1998 1997
----------------- ----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 34,813,000 $ 7,689,800
Accounts receivable, less allowance: September 30, 1998 - $387,000
December 31, 1997 - $330,000 7,078,000 4,448,800
Short-term investments 12,521,100 44,207,200
Prepaid expenses and other current assets 2,669,900 1,681,300
Prepaid income taxes 426,300 217,300
------------ -----------
Total current assets 57,508,300 58,244,400
Property and equipment, net 17,751,900 9,034,000
Patents, less amortization: September 30, 1998 - $3,019,900 10,254,100 11,525,400
December 31, 1997 - $2,317,300
Goodwill, less amortization: September 30, 1998 - $963,700 4,843,500 5,463,100
December 31, 1997 - $344,200
Other assets 156,700 341,600
------------ -----------
TOTAL ASSETS $ 90,514,500 $84,608,500
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 4,297,600 $ 3,766,600
Due to other patent interest holders 1,319,100 995,200
------------ -----------
Total current liabilities 5,616,700 4,761,800
DEFERRED INCOME TAXES 3,822,300 4,199,600
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value. 5,000,000 shares
authorized; no shares issued or outstanding.
Common stock, $.10 par value. 100,000,000 shares and 40,000,000
shares authorized at September 30, 1998 and December 31, 1997,
respectively. 18,473,416 shares and 18,388,626 shares issued and
outstanding at September 30, 1998 and December 31, 1997, respectively. 1,847,600 1,838,900
Additional paid-in capital 68,971,000 68,564,600
Retained earnings 10,256,900 5,243,600
------------ -----------
Total stockholders' equity 81,075,500 75,647,100
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 90,514,500 $84,608,500
============ ===========
See notes to the consolidated financial statements
Page 3
4
DBT Online, Inc. and subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
1998 1997
--------------- ---------------
(Unaudited) (Unaudited)
Revenues $11,877,100 $ 8,414,700
Patent royalties 1,693,300 1,718,100
----------- -----------
Total revenues and royalties 13,570,400 10,132,800
----------- -----------
Cost of revenues 5,511,300 4,227,700
Selling and promotion 1,555,800 956,300
Research and development 770,700 592,800
General and administrative 3,864,400 2,357,200
----------- -----------
Total expenses 11,702,200 8,134,000
----------- -----------
Income from operations 1,868,200 1,998,800
Interest income, net 715,700 627,700
----------- -----------
Income before income taxes 2,583,900 2,626,500
Provision for income taxes 878,500 998,100
----------- -----------
Net income $ 1,705,400 $ 1,628,400
=========== ===========
Net income per common share (basic) $ 0.09 $ 0.09
=========== ===========
Weighted average shares outstanding (basic) 18,473,400 18,291,600
=========== ===========
Net income per common share (diluted) $ 0.09 $ 0.08
=========== ===========
Weighted average shares outstanding (diluted) 18,950,100 19,295,800
=========== ===========
See notes to consolidated financial statements.
Page 4
5
DBT Online, Inc. and subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
1998 1997
------------- ---------------
(Unaudited) (Unaudited)
Revenues $33,887,500 $21,515,300
Patent royalties 5,153,000 5,053,100
----------- -----------
Total revenues and royalties 39,040,500 26,568,400
----------- -----------
Cost of revenues 16,737,400 10,899,900
Selling and promotion 4,389,400 2,253,600
Research and development 2,068,100 1,747,700
General and administrative 10,078,300 6,211,100
----------- -----------
Total expenses 33,273,200 21,112,300
----------- -----------
Income from operations 5,767,300 5,456,100
Interest income, net 1,828,500 897,100
----------- -----------
Income before income taxes 7,595,800 6,353,200
Provision for income taxes 2,582,500 2,414,200
----------- -----------
Net income $ 5,013,300 $ 3,939,000
=========== ===========
Net income per common share (basic) $ 0.27 $ 0.24
=========== ===========
Weighted average shares outstanding (basic) 18,465,800 16,720,800
=========== ===========
Net income per common share (diluted) $ 0.26 $ 0.22
=========== ===========
Weighted average shares outstanding (diluted) 19,156,100 17,520,900
=========== ===========
See notes to consolidated financial statements.
Page 5
6
DBT Online, Inc. and subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months ended September 30,
1998 1997
------------ --------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,013,300 3,939,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,104,400 3,839,800
Deferred taxes (377,300) (311,100)
Changes in operating assets and liabilities;
Accounts receivable and other
receivables (2,629,200) (1,574,100)
Prepaid expenses and other current assets (988,600) (655,500)
Accounts payable and accrued
liabilities 773,900 1,539,300
Due to other patent interest holders 323,900 (220,600)
Prepaid income taxes (209,000) (107,800)
----------- -----------
Net cash provided by operating
activities 7,011,400 6,449,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment purchased (11,931,400) (4,885,300)
Increase in other assets 184,900 7,400
Proceeds from maturity of investments 31,686,100
Cash used in acquisition (2,487,300)
----------- -----------
Net cash provided by (used in) investing
activities 19,939,600 (7,365,200)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from insurance of Common Stock 46,812,000
Purchases of Investments (27,168,800)
Net change in bank line-of-credit (200,000)
Proceeds from exercise of stock options 172,200 813,300
Repayments on long-term debt (2,781,300)
----------- -----------
Net cash provided by financing
activities 172,200 17,475,200
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 27,123,200 16,559,000
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 7,689,800 6,965,600
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $34,813,000 23,524,600
=========== ===========
See notes to consolidated financial statements.
Page 6
7
DBT ONLINE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto, which are included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
NOTE 1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts
of DBT Online, Inc. (the "Company") and its wholly-owned subsidiaries, Database
Technologies, Inc., a Florida corporation ("DBT"), The Information Connectivity
Group, Inc. (since August 1, 1997, date of acquisition), a Nevada corporation
("ICON") and Patlex Corporation (since August 20, 1996, date of merger), a
Pennsylvania corporation ("Patlex"). The interim consolidated financial
statements as of September 30, 1998 and for the three and nine month periods
ended September 30, 1998 and 1997 are unaudited. All significant intercompany
accounts and transactions have been eliminated. The accompanying consolidated
financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position, results
of operations and cash flows for the interim periods presented. Such adjustments
consist solely of normal recurring accruals. Results for the interim periods are
not necessarily indicative of results for a full year.
NOTE 2. STOCK SPLIT
The Company announced on September 16, 1997, a two-for-one stock split
where the Company would distribute to each shareholder of record on September
26, 1997 one share of Common Stock for each share of Common Stock outstanding.
All share and per share amounts have been restated to give effect to the split.
NOTE 3. ACQUISITION
On August 1, 1997, the Company acquired all of the stock of ICON for
consideration in both cash and stock totaling approximately $6 million. For
accounting purposes, the transaction was treated as a purchase. The company
recorded goodwill of approximately $5.8 million in connection with this
acquisition.
Page 7
8
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following should be read in conjunction with the Consolidated
Financial Statements of the Company and the Notes thereto. This information
contains certain statements regarding future trends, the accuracy of which is
subject to many risks and uncertainties. Such trends, and their anticipated
impact upon the Company, could differ materially from those presented in this
Form 10-Q.
OVERVIEW OF THE COMPANY
The Company is a holding company with businesses that serve the
electronic information and patent enforcement industries. Its electronic
information businesses are on-line providers of integrated database services and
related reports primarily to law enforcement and other government agencies, law
firms, insurance companies and licensed investigation companies. Its patent
enforcement business is engaged in the exploitation and enforcement of two laser
patents and generates its revenues through patent royalties.
ELECTRONIC INFORMATION GROUP
The Electronic Information Group's ("EIG") revenues increased 41% to
$11,877,100 for the three months ended September 30, 1998 from $8,414,700 for
the same period in 1997. Without regard to acquisitions, EIG revenues increased
39%. The increase in EIG's revenues was attributable to an increase in the
number of active customers and the number of minutes users spent on line. DBT's
active customers (defined as customers accessing the system in a given month)
increased 32% to 12,700 at September 30, 1998 from 9,600 at September 30, 1997.
Total system usage increased 38% to 7.6 million minutes for the three months
ended September 30, 1998, from 5.5 million minutes for the same period in 1997.
EIG's revenues increased 58% to $33,887,500 for the nine months ended
September 30, 1998 from $21,515,300 for the same period in 1997. Total system
usage increased 49% to 22.0 million minutes for the nine months ended September
30, 1998, up from 14.8 million minutes for the same period in 1997.
EIG's cost of revenues increased 34% to $5,084,100 for the three months
ended September 30, 1998 from $3,803,900 for the same period in 1997. As a
percentage of EIG revenues, cost of revenues decreased to 42.8% for the three
months ended September 30, 1998 from 45.2% for the same period in 1997. In
addition to the acquisition of ICON, the dollar increase in the EIG's cost of
revenues was due primarily to increases in both purchased data costs and
depreciation expense as EIG continued to invest both in its computer facilities
and in the expansion of its databases. The Company expects this trend to
continue.
EIG's cost of revenues increased 61% to $15,456,100 for the nine months
ended September 30, 1998 from $9,628,500 for the same period in 1997. As a
percentage of EIG revenues, cost of revenues increased to 45.6% for the nine
months ended September 30, 1998 from 44.8% for the same period in 1997. In
addition to the acquisition of ICON, the dollar increase in EIG's cost of
revenues was due primarily to increases in both purchased data costs and
depreciation expense as EIG continued to invest both in its computer facilities
and in the expansion of its databases. The Company expects this trend to
continue.
EIG's selling and promotion expenses increased 63% to $1,555,800 for
the three months ended September 30, 1998 from $956,300 for the same period in
1997. The increase was primarily due to increases in payroll and advertising
expenses. As a percentage of EIG's revenues, selling and promotion increased to
13.1% for the three months ended September 30, 1998 from 11.4%, for the same
period in 1997.
EIG's selling and promotion expenses increased 95% to $4,389,400 for
the nine months ended September 30, 1998 from $2,253,600 for the same period in
1997. In addition to the acquisition of ICON, the increase was primarily due to
increases in payroll and advertising expenses. As a percentage of total
revenues, selling and promotion increased to 13.0% for the nine months ended
September 30, 1998 from 10.5%, for the same period in 1997.
Page 8
9
EIG's research and development expenses increased 30% to $770,800 for
the three months ended September 30, 1998 from $592,800 for the same period in
1997. This increase was caused by an increase in payroll and related expenses.
As a percentage of total revenues, research and development expenses were 6.5%
for the three months ended September 30, 1998, a decrease from 7.0% for the same
period in 1997.
EIG's research and development expenses increased 18% to $2,068,200 for
the nine months ended September 30, 1998 from $1,747,700 for the same period in
1997. This increase was caused by an increase in payroll and related expenses.
As a percentage of total revenues, research and development expenses were 6.1%
for the nine months ended September 30, 1998, a decrease from 8.1% for the same
period in 1997.
EIG's general and administrative expenses increased 71% to $3,622,300
for the three months ended September 30, 1998 from $2,115,500 for the same
period in 1997. This increase was due to increases in payroll and related
expenses and due to increased rent and related expenses in conjunction with the
Company's relocation to Boca Raton, Florida. As a percentage of EIG revenues,
general and administrative expenses increased to 30.5% for the three months
ended September 30, 1998 from 25.1% for the same period in 1997.
EIG's general and administrative expenses increased 68% to $9,262,300
for the nine months ended September 30, 1998 from $5,517,500 for the same period
in 1997. This increase was due to increases in payroll and related expenses and
due to increased rent and related expenses in conjunction with the Company's
relocation to Boca Raton, Florida. As a percentage of EIG revenues, general and
administrative expenses increased to 27.3% for the nine months ended September
30, 1998 from 25.6% for the same period in 1997.
PATENT ENFORCEMENT GROUP
Revenues of the Patent Enforcement Group ("PEG") decreased 1% to
$1,693,300 for the three months ended September 30, 1998 from $1,718,100 for the
same period in 1997. PEG's cost of revenues increased to $427,100 for the three
months ended September 30, 1998 from $423,800 for the same period in 1997 and
consists solely of the amortization of its patents. PEG's general and
administrative expenses increased to $242,100 for the three months ended
September 30, 1998 from $241,700 for the same period in 1997.
PEG's revenues increased 2% to $5,153,000 for the nine months ended
September 30, 1998 from $5,053,100 for the same period in 1997. PEG's cost of
revenues increased to $1,281,300 for the nine months ended September 30, 1998
from $1,271,400 for the same period in 1997 and consists solely of the
amortization of its patents. PEG's general and administrative expenses increased
to $816,000 for the nine months ended September 30, 1998 from $693,600 for the
same period in 1997.
OPERATING PROFIT
The EIG contributed $844,100 in operating profit for the three months
ended September 30, 1998 compared to an operating profit of $946,200 for the
same period in 1997. PEG contributed $1,024,100 in operating profit for the
three months ended September 30, 1998 compared to $1,052,600 for the same period
in 1997.
On a consolidated basis, the Company's operating profit was $1,868,200
for the three months ended September 30, 1998 compared to $1,998,800 for the
same period in 1997.
INTEREST INCOME
Net interest income was $715,700 for the three months ended September
30, 1998 compared to $627,700 for the same period in 1997. The net interest
income is due primarily to the Company's investment earnings on proceeds from
the issuance of Common Stock in May, 1997.
Page 9
10
INCOME TAXES
The Company's effective income tax rate was 34% for the nine months
ended September 30, 1998 compared to 38% for the same period in 1997. The 1998
effective rate was favorably impacted by non-taxable interest income and reduced
state income taxes.
NET INCOME
The Company had net income of $5,013,300 for the nine months ended
September 30, 1998 compared to $3,939,000 for the same period in 1997. The
increase is due to an increase in operating profit, the investment income
generated on the proceeds from the issuance of Common Stock in May, 1997, and
the reduced effective income tax rate.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow from operations was $7,011,400 and $6,449,000
for the nine months ended September 30, 1998 and 1997, respectively. The
Company's capital expenditures of $11,931,400 and $4,885,300 for the nine months
ended 1998 and 1997, respectively, were primarily attributable to the
acquisition of computer equipment for DBT and, in 1998, the leasehold
improvements of its new Facility in Boca Raton, Florida. The Company had working
capital at September 30, 1998 of $51,891,600 (including cash and cash
equivalents of $34,813,000) compared to $53,482,600 (including cash and cash
equivalents of $7,689,800) at December 31, 1997. The Company expects to fund
future working capital requirements from its existing cash and short-term
investment balances together with cash generated from operations.
INFLATION
The rate of inflation has not had a material impact on the operations
of the Company. Moreover, if inflation remains at its recent levels, it is not
expected to have a material impact on the operations of the Company for the
foreseeable future.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Information contained in this filing with respect to the Company's
investment in its computer facilities, the expansion of the Company's databases,
the Company's efforts to identify and address its Year 2000 Issues, and other
statements in this Management's Discussion and Analysis of Financial Condition
and Results of Operations, regarding expected future events and financial
results is forward-looking and subject to risks and uncertainties. Those
statements are forward-looking statements within the meaning of Section 31E of
the Securities Exchange Act of 1934. The following important factors could
affect the future results of the Company and could cause those results to differ
materially from those expressed in the forward-looking statements: (i) the
ability to manage DBT's rapid expansion, (ii) protecting DBT's proprietary
technology, (iii) impact of future government regulation on the availability of
public records, (iv) DBT's ability to identify and address its Year 2000 Issues
within the specified time frames or within currently estimated costs, and (v)
the extent, timing and success of competition from other database providers.
THE YEAR 2000 ISSUE
OVERVIEW
The Year 2000 Issue is the issue of whether information and
non-information technology systems will be able to recognize and process
date-sensitive information in the year 2000. The Company relies, directly and
indirectly, on information technology systems, such as microprocessors,
proprietary operating systems, desktop computers, network hardware equipment and
applications software, to operate its products, manage its business data and
perform a variety of administrative services including, accounting, financial
reporting, payroll and invoicing. The Company also relies on non-information
technology systems including office equipment, security systems, and telephone
systems to carry out its day-to-day operations. In addition, third parties
material to the Company's operations, such as suppliers, vendors and customers,
rely on information and non-information technology systems to manage their
businesses. All of these technology systems could potentially be affected by the
Year 2000 Issue.
In order to obtain Year 2000 compliance certification from the
Information Technology Association of America, an independent industry
consortium, and minimize the risk of Year 2000 related losses, the Company began
conducting a comprehensive assessment of its Year 2000 Issues in August 1998.
The assessment has focused on six areas that, if affected by the Year Issue,
could have a material adverse effect on the Company's operations. These areas
are: data storage; DBT's product software; vendor product software used by
customers; vendor product software used internally by the Company; hardware; and
other technology systems used by the Company, including phone and security
systems. The following is a Year 2000 status report for each of these areas,
based upon the phase of the assessment completed to date:
DATA STORAGE
Approximately 1% of the data fields used in DBT products are not Year
2000 compliant and will require modification. The Company expects to
make all of its data fields Year 2000 compliant by June 1, 1999. In
addition, the Company will adopt policies and procedures to ensure that
all of its data fields remain Year 2000 compliant in the future.
DBT PRODUCT SOFTWARE
The Company believes that its product processing software is generally
equipped to handle the Year 2000 Issue. The Company is currently in the
process of amending codes to bring the product processing software into
full Year 2000 compliance. The Company expects that all of its product
software will be Year 2000 compliant by June 1, 1999.
VENDOR PRODUCT SOFTWARE USED BY CUSTOMERS
Version 8.0 of pcAnywhere, the software used to access AutoTrack Plus,
is certified Year 2000 compliant. Earlier versions of pcAnywhere will
not be made Year 2000 compliant by Symantec, the vendor. The Company
plans to begin testing to determine the costs of bringing the earlier
versions of pcAnywhere into compliance. Alternatively, the Company may
require its customers to upgrade their communications packages to
version 8.0 of pcAnywhere or to move to AutoTrack XP, which customers
may access via widely available Internet browsers. These applications
and the latest versions of Microsoft Internet Explorer and Netscape
Navigator, are Year 2000 compliant.
VENDOR PRODUCT SOFTWARE USED BY THE COMPANY
The Company is currently contacting vendors of software products used
by the Company internally, including Microsoft Office and Outlook to
determine if those products are Year 2000 compliant. The Company
believes that most of these products either are currently Year 2000
compliant or that vendors will provide software aides, supplements or
replacements to make them Year 2000 compliant.
HARDWARE
All 650 of the Company's desktop machines will require an upgrade,
typically a new clocking board, in order to be made Year 2000
compliant. The Company's servers and processors will be individually
evaluated and may also require modification. All of the Company's
networking hardware is certified Year 2000 compliant.
NON-INFORMATION TECHNOLOGY SYSTEMS
The Company's phone and security systems are Year 2000 compliant. The
Company is currently evaluating the Year 2000 readiness of its fire
suppression and HVAC systems.
The Company expects to complete its Year 2000 assessment by January
1999, and to be fully Year 2000 compliant and obtain certification of Year 2000
compliance from the Information Technology Association of America by September
1999. Given the Company's plans to identify and address the Year 2000 Issue, the
Company does not believe that the Year 2000 Issue will have a material adverse
effect on its results of operations or financial condition. The Company
estimates that the total cost of addressing its Year 2000 Issue will be
approximately $300,000. All costs associated with the remediation of the Year
2000 Issue will be expensed as incurred. The Company will develop a contingency
plan for dealing with Year 2000 Issues by September 1999.
RISKS
The Company's failure to correct a material Year 2000 related problem
in its information or non-information technology systems could result in an
interruption in, or a failure of, certain normal business activities or
operations of the Company. In addition, the Company is currently unable to
predict the affect that the Year 2000 Issue will have on its suppliers, or the
extent to which the Company would be vulnerable to its suppliers' failure to
remediate their Year 2000 Issues on a timely basis. The failure of a major
supplier to convert its systems on a timely basis or a conversion that is
incompatible with the Company's systems could have a material adverse effect on
the Company.
Page 10
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None to report.
ITEM 2. CHANGES IN SECURITIES
None to report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None to report.
ITEM 5. OTHER INFORMATION
None to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1* Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None
- ------------------
* Filed herewith.
Page 11
12
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.
DBT ONLINE, INC.
/s/ TIMOTHY M. LEONARD
----------------------------------
TIMOTHY M. LEONARD
Vice President, Finance, Treasurer and Chief
Financial Officer
(Duly authorized officer and chief financial
officer)
Date: November 13, 1998
Page 12