GATEWAY DATA SCIENCES CORP
10QSB, 1996-09-16
PREPACKAGED SOFTWARE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended July 31, 1996

                         Commission File Number: 0-27776

                        Gateway Data Sciences Corporation
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


        Arizona                                                86-0527788
        -------                                                ----------

   (State or other jurisdiction of                 (IRS Employer Identification)
   incorporation or organization)



                   3410 E. University Drive, Phoenix, AZ 85034
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (602) 968-7000
                ------------------------------------------------
                (Issuer's telephone number, including area code)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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

State the number of shares outstanding of each of the issuer's classes of common
equity:  2,804,721  shares of common stock,  $.01 par value (as of September 13,
1996)
<PAGE>
                GATEWAY DATA SCIENCES CORPORATION AND SUBSIDIARY
                                      INDEX
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>               <C>                                                                    <C> 
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheets as of July 31, 1996
                  and January 31, 1996                                                    3

                  Consolidated Statements of Operations for the
                  Six and Three months ended July 31, 1996 and 1995                       4

                  Consolidated Statements of Cash Flows for the
                  Six months ended July 31, 1996 and 1995                                 5

                  Notes to Consolidated Financial Statements                              6

Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                           7

PART II.          OTHER INFORMATION                                                      12

                  Signatures                                                             13
</TABLE>
                                      -2-
<PAGE>
PART I, ITEM 1.   FINANCIAL STATEMENTS

                GATEWAY DATA SCIENCES CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEETS
                    AS OF JULY 31, 1996 AND JANUARY 31, 1996

                                                                                          July 31,     January 31,
                                                                                           1996           1996
                                                                                      --------------  ------------
                                                                                       (Unaudited)
<S>                                                                                   <C>            <C>          
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                          $   2,385,704  $      93,402
   Trade receivables - less allowance of $ 86,400 and $90,100, respectively               6,343,279      2,914,154
   Inventories                                                                            1,466,686        388,041
   Prepaid expenses and other assets                                                        413,150        928,287
                                                                                      -------------  -------------

                  Total current assets                                                   10,608,820      4,323,884
PROPERTY AND EQUIPMENT  --  Net                                                           1,676,177      1,139,770
NET INVESTMENT IN LEASE RESIDUALS                                                         1,420,123      1,558,547
OTHER ASSETS                                                                                490,627        116,216

                                                                                      $  14,195,747  $   7,138,417
                                                                                      =============  =============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Accounts payable                                                                   $   1,813,593      1,279,947
   Accrued liabilities                                                                    1,333,434      2,107,207
   Accrued payroll and benefits                                                             472,346        262,719
   Due to officers and employees (Note 3)                                                        -         536,172
   Accrued interest                                                                           1,445         14,664
   Current portion of notes payable                                                         148,411        136,436
   Current portion of capital lease obligations                                              72,788         58,798
   Deferred revenue                                                                       1,011,497        808,731
                                                                                      -------------  -------------

                  Total current liabilities                                               4,853,514      5,204,674

DEFERRED REVENUE, recognized after one year                                               1,645,925      1,769,314
NOTES PAYABLE, less current portion                                                         364,713      1,252,038
LINE OF CREDIT                                                                            1,295,566        311,555
CAPITAL LEASE OBLIGATIONS, less current portion                                              85,357         61,545
                                                                                      -------------  -------------

                  Total liabilities                                                       8,245,074      8,599,126
                                                                                      -------------  -------------

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT) :
   Preferred stock, $.01 par value, 5,000,000 shares authorized,
     no shares issued and outstanding                                                            -               -
   Common stock, $.01 par value, 20,000,000 shares authorized,
     2,804,721 shares issued and outstanding at July 31, 1996 and
     1,543,199 shares issued and outstanding at January 31, 1996                             28,047         15,431
   Additional paid-in capital                                                             9,158,098      2,587,848
   Deferred compensation                                                                     (3,900)       (11,700)
   Accumulated deficit                                                                   (3,231,573)    (4,052,289)
                                                                                      -------------- --------------

                  Total shareholders' equity (deficit)                                    5,950,672     (1,460,710)
                                                                                      -------------  --------------

                                                                                      $  14,195,747  $   7,138,417
                                                                                      =============  =============
</TABLE>
                 See notes to consolidated financial statements.
                                      -3-
<PAGE>
                GATEWAY DATA SCIENCES CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE SIX AND THREE MONTHS ENDED JULY 31, 1996 AND 1995
<TABLE>
<CAPTION>
                                                   Six Months Ended                          Three Months Ended
                                                        July 31,                                 July 31,
                                                      (Unaudited)                              (Unaudited)
                                                 1996             1995                     1996           1995
                                                 ----             ----                     ----           ----
<S>                                         <C>               <C>                     <C>            <C>           
REVENUE
   Product revenue                          $    7,219,932    $  10,850,844           $   6,251,184  $    3,968,366
   Software license revenue                      2,382,264        1,558,647               1,086,243       1,074,322
   Professional services                         1,154,061          692,234                 623,732         464,589
                                            --------------    -------------           -------------  --------------
                  Total revenues                10,756,257       13,101,725               7,961,159       5,507,277
                                            --------------    -------------           -------------  --------------

OPERATING EXPENSES:
   Products sold                                 5,155,291        8,226,695               4,597,809       2,870,128
   Software development                          1,808,490        1,445,609               1,053,509         764,323
   Professional services                         1,197,265          856,466                 708,298         431,419
   Sales and marketing                             872,123          846,894                 529,574         464,528
   General and administrative                      817,520          763,939                 472,921         461,696
                                            --------------    -------------           -------------  --------------

                  Total expenses                 9,850,689       12,139,603               7,362,111       4,992,094
                                            --------------    -------------           -------------  --------------

INCOME FROM OPERATIONS                             905,568          962,122                 599,048         515,183

OTHER (INCOME) EXPENSE:
   Interest expense                                 87,036          453,260                  36,052         216,638
   Other, net                                       (2,184)          (3,140)                 (2,089)         (2,817)
                                            ---------------   --------------          -------------- ---------------

                  Total other expense, net          84,852          450,120                  33,963         213,821
                                            --------------    -------------           -------------  --------------

INCOME BEFORE INCOME TAXES                         820,716          512,002                 565,086         301,362

PROVISION FOR INCOME TAXES                            --               --                      --              --
                                            --------------    -------------           -------------  --------------

NET INCOME                                  $      820,716    $     512,002           $     565,086  $      301,362
                                             =============     ============            ============   =============

NET INCOME PER COMMON AND
  COMMON EQUIVALENT
    SHARE (Note 2)                          $          .31    $         .34           $         .19  $          .20
                                            ==============    =============           =============  ==============

COMMON AND COMMON
  EQUIVALENT SHARES
    OUTSTANDING (Note 2)                         2,571,292        1,557,385               2,920,574       1,557,385
                                            ==============    =============           =============  ==============
</TABLE>
                 See notes to consolidated financial statements.
                                      -4-
<PAGE>
                GATEWAY DATA SCIENCES CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JULY 31, 1996 AND 1995
<TABLE>
<CAPTION>
                                                                                               Six Months Ended
                                                                                                   July 31,
                                                                                        -----------------------------
                                                                                             1996           1995
                                                                                             ----           ----
                                                                                                (Unaudited)
<S>                                                                                     <C>             <C>          
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income......................................................................     $     820,716   $     512,002
   Adjustments to reconcile net income to net cash (used in) provided by
    operating activities:
       Depreciation and amortization...............................................           266,017         144,580
       Amortization of deferred compensation.......................................             7,800             --
   Effect of changes in assets and liabilities:
       Trade receivables...........................................................        (3,429,125)       (941,521)
       Inventories.................................................................        (1,078,645)      1,625,804
       Prepaid expenses and other assets...........................................           140,726        (320,168)
       Accounts payable............................................................           533,646        (579,514)
       Accrued liabilities.........................................................          (773,774)       (153,514)
       Accrued payroll and benefits................................................           209,627         638,094
       Accrued interest............................................................           (13,219)         43,797
       Deferred revenue............................................................            79,377        (120,848)
                                                                                        -------------   --------------

                  Net cash (used in) provided by operating activities..............        (3,236,854)        848,712
                                                                                        --------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment..............................................          (802,424)       (139,050)
   Net investment in lease residuals...............................................           138,424          61,811
                                                                                        -------------   -------------

                  Net cash used in investing activities............................          (664,000)        (77,239)
                                                                                        --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from initial public offering.......................................         6,531,809             --
   Proceeds from issuance of common stock..........................................            51,057             --
   Principal payments on notes payable.............................................          (875,350)        (62,146)
   Principal payments on capital lease obligations.................................           (28,543)       (161,417)
   Additional borrowings on capital lease obligations..............................            66,344             --
   Net proceeds from borrowings on line of credit..................................           984,011             --
   Net (payments to) borrowings from officers and employees........................          (536,172)        111,129
                                                                                        --------------  -------------

                  Net cash provided by (used in) financing activities..............         6,193,156        (112,434)
                                                                                        -------------   --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS..........................................         2,292,302         659,039

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.....................................            93,402         311,916
                                                                                        -------------   -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD...........................................     $   2,385,704   $     970,955
                                                                                        =============   =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for interest........................................     $      87,036   $     236,622
                                                                                        =============   =============

   Cash paid during the period for income taxes....................................     $      39,500   $         --
                                                                                        =============   =============
</TABLE>
                 See notes to consolidated financial statements
                                      -5-
<PAGE>
                GATEWAY DATA SCIENCES CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JULY 31, 1996



1.   INTERIM FINANCIAL REPORTING

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB. Accordingly,  they do
not include all the  information  and footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present fairly the financial position,  results of operations,  and
cash flows for the periods  presented  have been made. The results of operations
for  the  three-month  and  six-month  periods  ended  July  31,  1996  are  not
necessarily  indicative  of the  operating  results that may be expected for the
entire year ending January 31, 1997. These financial  statements  should be read
in conjunction  with the Company's Form 10-KSB for the fiscal year ended January
31, 1996.


2.   NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

         Net income per common and common equivalent share is computed using the
weighted  average  number of common and  common  equivalent  shares  outstanding
during  each  period.  Common  stock  equivalents  consist of stock  options and
warrants.


3.   TRANSACTIONS WITH RELATED PARTIES

         During the six months ended July 31,  1996,  the Company used a portion
of the proceeds of its initial public  offering  (Note 4) to retire  $536,172 of
accrued liabilities due to certain officers and employees and $660,000 of bridge
notes payable due to certain of the Company's officers,  members of the Board of
Directors, and an affiliated party.


4.   INITIAL PUBLIC OFFERING

         In March 1996 the Company  completed an initial public  offering of its
common stock. The Company sold 1,250,000 shares of its common stock at $6.75 per
share,  resulting in net proceeds to the Company of approximately  $6.5 million.
The  Company  used the  proceeds  to pay down its line of credit  and retire the
bridge notes  payable (Note 3). The Company also intends to use a portion of the
net proceeds to develop new software  applications  and enhancements to existing
applications,  to modify its software  products to operate on open  architecture
platforms, to expand marketing and sales operations,  to make additional capital
investments, and for working capital purposes.
                                      -6-
<PAGE>
ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Operations

         The Company designs, develops, markets and implements software products
and provides related  customer support services and hardware for  point-of-sale,
retail  merchandising,  and  warehouse  automation  systems.  The  Company  also
provides professional services, including installation,  training,  maintenance,
customization,  and  modifications  in  conjunction  with sales of its  software
products.  The Company  markets its products and  services  entirely  through an
internal sales force.

         Founded in 1985, the Company historically derived its revenue primarily
from  sales of  hardware  and  software  products  developed  by third  parties,
primarily   International   Business  Machines  Corp.  ("IBM").   The  Company's
dependence  on the resale of third  parties'  products  adversely  affected  the
Company's competitive position,  gross profit margins, and operating results. As
a result,  in 1991 the Company  changed its business  strategy to emphasize  the
development and sale of its own software products.  The Company intends to use a
substantial  portion of the proceeds from its initial public offering  completed
in March 1996 to  significantly  accelerate the transition of its business focus
during the next 12 months.  As a result,  the Company  anticipates  that revenue
from third-party  hardware and software  products will continue to decrease from
historical  levels and that revenue  from  software  licenses  and  professional
services  will  increase  in dollar  amounts  as well as a  percentage  of total
revenue during the next several years. The Company  believes that,  although the
change in revenue mix will initially result in lower total revenue, it will also
result  in a more  favorable  gross  profit  margin  for  the  Company,  reduced
borrowing  requirements,  and a higher  net  margin  as sales  of  software  and
services become a higher percentage of total revenue.

         Product  revenue   includes   hardware,   third-party   software,   and
third-party  maintenance  sold  to the  Company's  customers.  Software  license
revenue  includes  revenue  from  the  licensing  of the  Company's  proprietary
software offerings as well as revenue from the customization and modification of
the Company's software for its customers. Professional services revenue includes
services to install the Company's software products and third-party hardware and
software  products,  and services to train customers in the use of the Company's
software products and third-party hardware and software products.

         Cost of products sold includes  costs of those  products  (software and
hardware) not manufactured by the Company and maintenance resold by the Company.
The Company does not capitalize any software  development  costs associated with
the  development  of its  proprietary  software  products  and has  expensed all
payroll  and related  costs for  software  development  as  incurred.  Sales and
marketing  expenses  consist  primarily  of  salaries,  commissions  and related
benefits,  and general and administrative  costs associated with or allocated to
the Company's sales and marketing personnel. General and administrative expenses
include  the  cost  of  finance  and  accounting,  human  resources,   corporate
information systems and other administrative functions of the Company.

Results of Operations of the Company for the Three Months ended July 31, 1996

         Revenue. Total revenue increased by 45% from approximately $5.5 million
in the three  months  ended July 31, 1995 to  approximately  $8.0 million in the
three  months  ended  July  31,  1996.  Product  revenue  increased  by 58% from
approximately  $4.0  million  to  approximately  $6.2  million  during  the same
periods.  As a percentage of total revenue,  product revenue  increased from 72%
                                      -7-
<PAGE>
during the three months ended July 31, 1995 to 79% during the three months ended
July 31, 1996.  Software license revenue remained constant at approximately $1.1
million in the three  months ended July 31, 1995 and 1996.  As a  percentage  of
total revenue,  software  license  revenue  decreased from 20% to 14% during the
same period.  Professional  services  revenue  increased 34% from  approximately
$465,000 to  approximately  $624,000  during the three month periods ending July
31, 1995 and 1996, respectively.  As a percentage of total revenue, professional
services revenue remained  constant at 8% during the three months ended July 31,
1995 and 1996.

         The increase in product  revenue is  attributed  to increased  sales of
third-party hardware products,  principally those manufactured by IBM, including
the IBM AS/400. IBM had delayed shipment on its new AS/400 line of RISC (Reduced
Instruction Set Computing)  processors  during the first quarter of fiscal 1997,
with  shipments  beginning  in the  Company's  second  quarter.  The increase in
professional  services  revenue  resulted from the Company's  continued focus on
providing professional services to implement its software products.

         Cost of  Products  Sold.  Cost of  products  sold  increased  60%  from
approximately  $2.9  million  during the three  months  ended  July 31,  1995 to
approximately  $4.6 million  during the three  months ended July 31, 1996.  This
increase is attributed  to the  corresponding  increase in sales of  third-party
hardware  products during the same period.  As a percentage of product  revenue,
cost of  products  sold was  approximately  73% and 72% during the three  months
ended July 31, 1996 and 1995, respectively.

         Software  Development  Expense.  Software development expense increased
from  approximately  $764,000  during the three  months  ended July 31,  1995 to
approximately  $1.0 million during the three months ended July 31, 1996. The 38%
increase is attributed to increased  research and development  effort associated
with the development of the Company's proprietary software products.

         Professional Services Expense.  Professional services expense increased
by 64% from  approximately  $431,000 during the three months ended July 31, 1995
to  approximately  $708,000  during  the  three  months  ended  July  31,  1996.
Additional  personnel   contributed  to  this  increase.   As  a  percentage  of
professional services revenue,  professional services expense increased from 93%
in the three  months  ended July 31, 1995 to 114% in the three months ended July
31, 1996.  This increase as a percentage is attributed to lower  utilization  of
professional services personnel.

         Sales and Marketing Expense.  Sales and marketing expense increased 14%
from  approximately  $465,000  during the three  months  ended July 31,  1995 to
approximately $530,000 during the three months ended July 31, 1996. The increase
can be attributed to costs incurred for new marketing literature.

         General and Administrative Expense.  General and administrative expense
increased from approximately $462,000 in the three months ended July 31, 1995 to
approximately $473,000 in the three months ended July 31, 1996. This increase is
attributed to additional personnel and associated costs.

         Other Income  (Expense).  Interest  expense was  approximately  $36,000
during the three  months  ended July 31, 1996,  as compared  with  approximately
$217,000  during the three months ended July 31, 1995.  In September  1995,  the
Company  converted  approximately  $1.2  million  of debt into  shares of common
stock. Interest expense related to this debt, together with interest expense due
to vendor late payments  that were  incurred  during the three months ended July
31, 1995, were not incurred during the three month period ended July 31, 1996.

         Net Income.  Net income increased 88% from approximately  $301,000,  or
$.20 per  share,  in the  three  months  ended  July 31,  1995 to  approximately
$565,000,  or $.19 per  share,  in the three  months  ended July 31,  1996.  The
Company  attributes this increase to the 83% decrease in interest 
                                      -8-
<PAGE>
expense  during  the  comparable  period  and the 16%  increase  in income  from
operations.  The  decrease in net income per share is  primarily a result of the
additional shares issued in the Company's initial public offering in March 1996.

Results of Operations of the Company for the Six Months ended July 31, 1996

         Revenue.  Total  revenue  decreased  by 18%  from  approximately  $13.1
million in the six months ended July 31, 1995 to approximately  $10.8 million in
the six months  ended  July 31,  1996.  Product  revenue  decreased  by 33% from
approximately  $10.8  million  to  approximately  $7.2  million  during the same
periods.  As a percentage of total revenue,  product revenue  decreased from 83%
during the six months  ended  July 31,  1995 to 67% during the six months  ended
July 31, 1996. Software license revenue increased by 53% from approximately $1.6
million in the six months ended July 31, 1995 to  approximately  $2.4 million in
the six months ended July 31, 1996. As a percentage of total  revenue,  software
license revenue  increased from 12% to 22% during the same period.  Professional
services revenue increased 67% from approximately $692,000 to approximately $1.2
million   during  the  six  month  periods   ending  July  31,  1995  and  1996,
respectively.  As a percentage of total revenue,  professional  services revenue
increased  from 5% to 11% during the six  months  ended July 31,  1995 and 1996,
respectively.

         The overall  decrease in total revenue is  attributed to  significantly
lower product revenue during the first three months of fiscal 1997. The decrease
in  product  revenue  is a  result  of  reduced  sales of  third-party  hardware
products,  principally those  manufactured by IBM, including the IBM AS/400. IBM
had delayed  shipment on its new AS/400 line of RISC  (Reduced  Instruction  Set
Computing)  processors,  thus delaying sales to many of the Company's  customers
during that period. Product revenue increased during the three months ended July
31, 1996 when IBM shipped those products.  The increase in software  license and
professional  services  revenue  resulted from the Company's  continued focus on
sales of its proprietary software products,  as well as the Company's continuing
efforts to provide  professional  services to implement  its software  products.
Although  revenue from  third-party  product  rebounded  during the three months
ended July 31, 1996, the Company continues to believe that revenue from sales of
third-party products will decrease as a percentage of total revenue.

         Cost of  Products  Sold.  Cost of  products  sold  decreased  37%  from
approximately  $8.2  million  during  the six  months  ended  July  31,  1995 to
approximately  $5.2  million  during the six months  ended July 31,  1996.  This
decrease is attributed  to the  corresponding  decrease in sales of  third-party
hardware  products during the same period.  As a percentage of product  revenue,
cost of products sold was  approximately 71% and 76% during the six months ended
July 31, 1996 and 1995, respectively.

         Software  Development  Expense.  Software development expense increased
from  approximately  $1.4 million to  approximately  $1.8 million during the six
months  ended  July  31,  1995  and  1996,  respectively.  The 25%  increase  is
attributed to increased  research and  development  efforts  associated with the
development of the Company's  proprietary software products.  As a percentage of
total revenue,  software  development costs increased from 11% in the six months
ended July 31, 1995 to 17% in the six months ended July 31, 1996.

         Professional Services Expense.  Professional services expense increased
by 40% from approximately  $856,000 to approximately $1.2 million during the six
months  ended  July  31,  1995  and  1996,  respectively.  Additional  personnel
contributed to this increase.  As a percentage of professional services revenue,
professional  services expense  decreased from 124% in the six months ended July
31,  1995 to 104% in the six months  ended July 31,  1996.  This  decrease  as a
percentage  is  attributed  to  better  utilization  of  professional   services
personnel.
                                      -9-
<PAGE>
         Sales and Marketing  Expense.  Sales and marketing expense increased 3%
from  approximately  $847,000 to approximately  $872,000 in the six months ended
July 31, 1995 and 1996,  respectively.  The increase can be  attributed to costs
incurred for marketing literature.

         General and Administrative Expense.  General and administrative expense
increased from  approximately  $764,000 in the six months ended July 31, 1995 to
approximately  $818,000 in the six months ended July 31, 1996.  This 7% increase
is attributed to additional personnel and associated costs.

         Other Income  (Expense).  Interest  expense was  approximately  $87,000
during the six months  ended  July 31,  1996,  as  compared  with  approximately
$453,000  during the six months ended July 31,  1995.  In  September  1995,  the
Company  converted  approximately  $1.2  million  of debt into  shares of common
stock. Interest expense related to this debt, together with interest expense due
to vendor late payments that were incurred  during the six months ended July 31,
1995, were not incurred during the six month period ended July 31, 1996.

         Net Income.  Net income increased 60% from approximately  $512,000,  or
$.34 per share, in the six months ended July 31, 1995 to approximately $821,000,
or $.31 per share, in the six months ended July 31, 1996. The Company attributes
this  increase to the 81%  decrease in interest  expense  during the  comparable
periods.  The  decrease  in net  income per share is  primarily  a result of the
additional shares issued in the Company's initial public offering in March 1996.

Liquidity and Capital Resources

         The Company's  working  capital  position  increased  from a deficit of
approximately  ($880,000) at January 31, 1996 to  approximately  $5.8 million at
July 31, 1996. In March 1996, the Company  completed an initial public  offering
of 1,250,000  shares of common  stock and raised net  proceeds of  approximately
$6.5  million.  The Company used a portion of the proceeds from this offering to
retire  $810,000  of bridge  notes and  related  accrued  interest,  to purchase
approximately $500,000 of capital equipment, to retire approximately $536,000 of
debt to officers and employees,  to fund additional development for new software
products, and to develop new marketing collateral material.

         The Company used net cash of approximately  $3.2 million for operations
during the six months ended July 31, 1996, primarily as a result of the increase
in accounts  receivable,  the  reduction in other accrued  liabilities,  and the
investment in inventories  related to large retail  point-of-sale  transactions,
partially offset by an increase in accounts payable.

         Capital  expenditures  for the  six-month  period  ended July 31,  1996
totaled  approximately  $802,000,  of which  approximately  $545,000 was for the
purchase of computer  hardware and software  needed for the continued  efficient
development of proprietary  software products.  The balance of $257,000 was used
for the  expansion of physical  office space and related  purchases of furniture
and fixtures.  A reduction in investments  made by the Company in customer lease
transactions provided approximately $138,000 in cash.

         Financing activities provided net cash of approximately $6.2 million in
the six months ended July 31, 1996.  The Company  completed  its initial  public
offering in March 1996,  which,  together  with  additional  borrowings  of $1.3
million on the Company's line of credit,  generated  approximately $7.5 million,
partially  offset by  retirement  of  approximately  $810,000  in  bridge  notes
payable, and payments to officers and employees of approximately $536,000.

         The Company currently has an agreement with Concord Growth  Corporation
("Concord")  providing for a line of credit that expires August 22, 1997, in the
amount that is the lower of $2.0 million or 75% of eligible accounts receivable.
The line of credit  bears  interest at the prime rate of 
                                      -10-
<PAGE>
interest  quoted in the Wall Street  Journal on the first day of each month plus
8% and requires a monthly  minimum  payment of $5,000.  The Company is currently
re-negotiating  that  line of credit  with  Concord  to obtain a more  favorable
borrowing facility.

         The Company  believes that existing cash balances,  cash generated from
operations,  and available  borrowings  will be sufficient to meet the Company's
liquidity  needs  for the next 12  months at its  current  level of  operations.
However,  the Company may be required to obtain  additional  capital to fund its
planned growth in the future,  particularly to provide funds required to finance
the Company's  planned  software  development  programs and increased  sales and
marketing  efforts.  Potential  sources of such capital may include the proceeds
from the exercise of outstanding options and warrants, bank financing, strategic
alliances,  and additional offerings of the Company's equity or debt securities.
There can be no assurance  that such  capital  will be  available on  acceptable
terms from these or other potential sources,  and the lack of such capital could
have a material adverse effect on the Company's operations.
                                      -11-
<PAGE>
PART II  OTHER INFORMATION

Item 1.           Legal Proceedings

                  Not applicable

Item 2.           Changes in Securities

                  Not applicable

Item 3.           Defaults Upon Securities

                  Not Applicable

Item 4.           Submissions of Matter to a Vote of Security Holders

                  Not Applicable

Item 5.           Other Information

                  Not Applicable

Item 6.           Exhibits and Reports on Form 8-K

                  (a)  Exhibits

                           27.  Financial Data Schedule

                  (b)   Reports on Form 8-K

                           Not applicable

                                      -12-
<PAGE>
SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  registrant  has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Signature:
- ----------
<TABLE>
<CAPTION>
GATEWAY DATA SCIENCES CORPORATION

<S>                                                  <C>                                <C> 
/s/ Michael M. Gordon                                Chairman of the Board,             September 13, 1996
- --------------------------------------------         President, and Chief 
Michael M. Gordon                                    Executive Officer    
                                                     (Principal Executive 
                                                     Officer)             
                                                     
/s/ Vickie B. Jarvis
- --------------------------------------------         Vice President, Finance and        September 13, 1996
Vickie B. Jarvis                                     Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)
</TABLE>
                                      -13-

<TABLE> <S> <C>

<ARTICLE>                                  5
<MULTIPLIER>                                         1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                 <C>
<PERIOD-TYPE>                       6-MOS
<FISCAL-YEAR-END>                              JAN-31-1997
<PERIOD-START>                                 FEB-01-1996
<PERIOD-END>                                   JUL-31-1996
<EXCHANGE-RATE>                                          1
<CASH>                                               2,386
<SECURITIES>                                             0
<RECEIVABLES>                                        6,257
<ALLOWANCES>                                            86
<INVENTORY>                                          1,467
<CURRENT-ASSETS>                                    10,609
<PP&E>                                               2,934
<DEPRECIATION>                                       1,258
<TOTAL-ASSETS>                                      14,196
<CURRENT-LIABILITIES>                                4,854
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                28
<OTHER-SE>                                               0
<TOTAL-LIABILITY-AND-EQUITY>                        14,196
<SALES>                                             10,756
<TOTAL-REVENUES>                                    10,756
<CGS>                                                5,155
<TOTAL-COSTS>                                        9,851
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                      87
<INCOME-PRETAX>                                        821
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                    821
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                           821
<EPS-PRIMARY>                                          .31
<EPS-DILUTED>                                          .31
        

</TABLE>


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