INFODATA SYSTEMS INC
10QSB, 1995-08-14
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                                       
                             Washington, D.C. 20549
                                       
                                  FORM 10-QSB
                                       
                [X] QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT of 1934
                                       
                      For the Quarter Ended June 30, 1995
                                       
                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                              OF THE EXCHANGE ACT
                                       
                                    0-10416
                            (Commission File Number)
                                                                             
                             INFODATA SYSTEMS INC.
       (Exact name of small business issuer as specified in its charter)
                                       
            12150 Monument Drive, Suite 400, Fairfax, Virginia 22033
              (Address of registrant's principal executive office)
                                       
                                 (703) 934-5205
                        (Registrant's telephone number)
                                       
              Virginia                                 16 0954695
     (State of Incorporation)                       (I.R.S. Employer
                                                    Identification No.)
                                                         
                                       
                                       
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 and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes   [ ]No

The number of shares of common stock  outstanding  as of August 10, 1995,  was
604,874.

Transitional Small Business Disclosure Format;   [ ] Yes   [X] No

                                 Page 1 of 17

<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES

                                    INDEX


                                                                     Page(s)

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Statements of Operations
         Three Months Ended June 30, 1995 and 1994                        3

         Condensed Consolidated Statements of Operations
         Six Months Ended June 30, 1995 and 1994                          4

         Condensed Consolidated Balance Sheets
         June 30, 1995 and December 31, 1994                            5-6

         Condensed Consolidated Statements of Cash Flows
         Six Months Ended June 30, 1995 and 1994                          7

         Notes to Condensed Consolidated Financial Statements
         June 30, 1995 and 1994                                        8-11


Item 2.  Management's Discussion and Analysis                         12-15


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8 K                                16
   (a)   Exhibits

   (b)   Reports on Form 8-K


SIGNATURES                                                               17

                                 Page 2 of 17

<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Operations
                (Amounts In Thousands, Except Per Share Data)
                                 (Unaudited)

                                                      Three Months Ended
                                                           June 30,
                                                     ---------------------
                                                      1995           1994
                                                    --------       --------

Revenues                                            $1,770         $1,969

Cost of revenues                                     1,120          1,212
                                                    --------       --------
Gross profit                                           650            757
                                                    --------       --------
Operating expenses:
   Research & development                               58             64
   Selling, general and administrative                 580            534
                                                    --------       --------
                                                       638            598 
                                                    --------       --------

Operating income                                        12            159 

Interest income                                         34             10 
Interest expense                                        (6)           (12)
                                                    --------       --------

Income before income taxes                              40            157 

Provision for income taxes                               1              3 
                                                    --------       --------

Net income                                          $   39         $  154 
                                                    ========       ========

Per share data (primary and fully diluted):
   Income applicable to common shares:                     
   Net income                                           39            154
   Preferred stock dividends                           (30)           (30)
                                                    --------       --------
   Income applicable to common shares               $    9         $  124 
                                                    ========       ========

   Net income per share                             $  .01         $  .20
                                                    ========       ========

   Weighted average common and common
   equivalent shares outstanding                       605            623

The accompanying notes are an integral part of these consolidated statements.

                                 Page 3 of 17
<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Operations
                (Amounts In Thousands, Except Per Share Data)
                                 (Unaudited)

                                                        Six Months Ended
                                                           June 30,
                                                     ---------------------
                                                      1995           1994
                                                    --------       --------

Revenues                                            $3,483         $3,761 

Cost of revenues                                     2,243          2,335 
                                                    --------       --------
Gross profit                                         1,240          1,426 
                                                    --------       --------

Operating expenses:
   Research & development                              127            113 
   Selling, general and administrative               1,121          1,046 
                                                    --------       --------
                                                     1,248          1,159 

Operating income (loss)                                 (8)           267 

Interest income                                         65             16 
Interest expense                                       (13)           (23)
                                                    --------       --------

Income before income taxes                              44            260 

Provision for income taxes                               1              5 
                                                    --------       --------
Net income                                          $   43         $  255 
                                                    ========       ========

Per share data (primary and fully diluted):
   Income(loss) applicable to common shares:               
   Net income                                           43            255
   Preferred stock dividends                           (60)           (60)
                                                    --------       --------
   Income(loss) applicable to common shares         $  (17)        $  195 
                                                    ========       ========

   Net income(loss) per share                       $ (.03)        $  .32
                                                    ========       ========

   Weighted average common and common
   equivalent shares outstanding                       605            610

  The accompanying notes are an integral part of these consolidated statements.

                                 Page 4 of 17
<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
                    Condensed Consolidated Balance Sheets
                            (Amounts In Thousands)
                                 (Unaudited)

                                                 June 30,       December 31,
                                                   1995             1994
                                               ------------     ------------

Assets

Current Assets
 Cash and cash equivalents                        $2,241          $1,695 
 Short term investments                               81              80 
 Accounts receivable, net of
  allowance of $30                                   588           1,437 
 Prepaid royalties                                    --             141 
 Other current assets                                191             140 
                                                  --------        --------
Total current assets                               3,101           3,493 
                                                  --------        --------

Property and equipment, at cost:
 Furniture and equipment                           1,914           1,870 
 Leasehold improvements                               31              31 
 Less accumulated depreciation and
  amortization                                    (1,517)         (1,380)
                                                  --------        --------
                                                     428             521 

Software development costs, net of accumulated
 amortization of $1,860 and $1,634                   276             499
                                                  --------        --------

Total assets                                      $3,805          $4,513 
                                                  ========        ========
The  accompanying  notes are an integral  part of these  consolidated  balance
sheets.

                                 Page 5 of 17
<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
                    Condensed Consolidated Balance Sheets
                            (Amounts in Thousands)
                                 (Unaudited)

                                                 June 30,       December 31,
                                                   1995             1994
                                               ------------     ------------

Liabilities and shareholders' equity

Current liabilities:
 Current portion of capital lease obligations     $  134          $  159 
 Current portion of note payable                      32              37 
 Accounts payable                                    145             241 
 Accrued expenses                                    618             689 
 Deferred revenue                                  1,176           1,589 
 Current portion of deferred rent                     33              33 
                                                  --------        --------

Total current liabilities                          2,138           2,748 

Capital lease obligations                             96             151 
Note payable                                          53              69 
Deferred rent                                         68              84 
                                                  --------        --------

Total liabilities                                  2,355           3,052 
                                                  --------        --------

Shareholders' equity:
 Preferred stock                                     134             134 
 Common stock                                         18              18 
 Additional paid in capital                        7,795           7,789 
 Treasury stock                                       (2)             (2)
 Accumulated deficit                              (6,495)         (6,478)
                                                  --------        --------

Total shareholders' equity                         1,450           1,461 
                                                  --------        --------

Total liabilities and shareholders' equity        $3,805          $4,513 
                                                  ========        ========

The  accompanying  notes are an integral  part of these  consolidated  balance
sheets.

                                 Page 6 of 17
<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Cash Flows
                            (Amounts in Thousands)
                                 (Unaudited)

                                                 June 30,       December 31,
                                                   1995             1994
                                               ------------     ------------

Cash flows from operating activities
   Net income                                     $   43          $  255 
   Adjustments to reconcile net income to
   net cash provided by operating activities:
   Depreciation and amortization                     363             336 
   Changes in operating assets and liabilities:
     Accounts receivable                             849             313 
     Other current assets                             89              80 
     Accounts payable                                (96)           (155)
     Accrued expenses                                (71)             84 
     Deferred revenue                               (413)           (224)
     Deferred rent                                   (16)            (16)
                                                  --------        --------

Net cash provided by operating activities            748             673 
                                                  --------        --------

Cash flows from investing activities
   Software development costs capitalized             (3)            (67)
   Purchases of property and equipment, net          (44)             (9)
   Purchases of short term investments                --              (4)
   Proceeds from sale of short term investments       --              35 
                                                  --------        --------

Net cash used in investing activities                (47)            (45)
                                                  --------        --------

Cash flows from financing activities
   Payments on capital lease obligations             (80)           (138)
   Proceeds from capital lease obligations            --              60 
   Payments on note payable                          (21)            (30)
   Proceeds from issuance of note payable             --              44 
   Dividends                                         (60)             -- 
   Proceeds from issuance of common stock              6              -- 
   Payments on fractional common stock elimination    --              (1)
                                                  --------        --------

Net cash used in financing activities               (155)            (65)
                                                  --------        --------

Net increase in cash and cash equivalents            546             563 

Cash and cash equivalents at beginning of period   1,695             866 
                                                  --------        --------

Cash and cash equivalents at end of period        $2,241          $1,429 
                                                  ========        ========

Supplemental disclosure of cash flow information:
   Cash paid for interest                         $   13          $   24 
   Cash paid for income taxes                     $    9          $    2 

The accompanying notes are an integral part of these consolidated statements.

                                 Page 7 of 17
<PAGE>
                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
             Notes to Condensed Consolidated Financial Statements
                                 (Unaudited)

NOTE A    BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated  financial statements have
been prepared in accordance with generally accepted accounting  principles for
interim  financial  information  and with the  instructions to Form 10-QSB and
Item 310(b) of  Regulation  S B.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements.  In  the  opinion  of  management,   all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair  presentation  have been included.  Operating results for the three and
six month periods ended June 30, 1995, are not  necessarily  indicative of the
results for the year ending December 31, 1995. For further information,  refer
to the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-KSB for the year ended December 31, 1994.

NOTE B    ACCOUNTING POLICIES

Cash Equivalents and Short Term Investments

All highly liquid investments with an original maturity of 180 days or less at
time of purchase are considered to be cash  equivalents.  At June 30, 1995 and
December  31,  1994,  the  Company  had  included  in short  term  investments
certificates of deposit  totalling  $81,000 and $80,000,  respectively,  which
were restricted pursuant to certain capital lease obligations.

Effective  January  1,  1994,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 115, "Accounting for Certain Investments in Debt and
Equity  Securities."  The adoption of this statement did not have an effect on
the Company's financial position or results of operations.

Reclassification

Certain  1994  expenses  have  been   reclassified  to  conform  to  the  1995
presentation for comparison purposes.


NOTE C    SOFTWARE DEVELOPMENT COSTS

Capitalization of software  development costs begins upon the establishment of
technological  feasibility.   Capitalization  ceases  when  the  products  are
available for general release to customers. The establishment of technological
feasibility  and the continuing  assessment of  recoverability  of capitalized
software development costs requires  considerable  judgment by management with
respect  to  certain  external  factors,   including,   but  not  limited  to,
anticipated  future  gross  revenue,  estimated  economic  life and changes in
software and hardware technologies.

Amortization  expense is determined on an individual  basis and is computed as
the greater of the amount calculated on a revenue basis or straight-line basis
over  the  economic  life of the  product,  generally  three  to  five  years.
Amortization of software  development costs is included in cost of revenues in
the accompanying condensed consolidated statements of operations.

                                 Page 8 of 17
<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (continued)
                                 (unaudited)

The  following  summarizes  the costs  capitalized  and  related  charges  for
amortization during 1995 and 1994 in the accompanying financial statements.

                             Three Months Ended          Six Months Ended
                                 June 30,                    June 30,
                             ------------------         ------------------
                             1995         1994          1995         1994
                          -----------  -----------   -----------  -----------
    
Costs capitalized          $      --    $  35,000     $   3,000    $  67,000 
Amortization                (113,000)    (106,000)     (226,000)    (212,000)
                          -----------  -----------   -----------  -----------
Net cost amortized         $(113,000)   $ (71,000)    $(223,000)   $(145,000)
                          ===========  ===========   ===========  ===========
    
NOTE D   INCOME TAXES

At June 30, 1995,  the Company had  approximately  $5,438,000 in net operating
loss  carryforwards  for income tax reporting  purposes.  The  operating  loss
carryforwards  expire in varying  amounts from 1998 through 2008. In addition,
at June 30, 1995,  the Company had $141,000 in research  and  development  tax
credit carryforwards  expiring in 1996 and 1997, and $66,000 in investment tax
credit carryforwards expiring in 1995 through 2000.

The  significant  components of net deferred tax  (liabilities)  assets are as
follows at June 30, 1995 and December 31, 1994.

                                                June 30,      December 31,
                                                  1995            1994    
                                              -----------     -----------
Deferred tax liabilities:
  Net software development costs              $ (105,000)     $ (189,000)
                                              -----------     -----------
Deferred tax assets:
  Net operating loss carryforward              2,065,000       2,129,000
  Investment tax credit and research and
     development tax credit carryforwards        207,000         207,000
  Other                                           61,000          92,000
                                              -----------     -----------
Total deferred tax assets                      2,333,000       2,428,000
                                              -----------     -----------
Net deferred tax assets before
  valuation allowance                          2,228,000       2,239,000

Valuation allowance                           (2,228,000)     (2,239,000)
                                              -----------     -----------
Net deferred tax assets                       $       --      $       -- 
                                              ===========     ===========

                                 Page 9 of 17
<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (continued)
                                 (unaudited)

Under the provisions of SFAS No. 109,  "Accounting  for Income Taxes," the tax
effect of the net  operating  loss and  investment  tax credit  carryforwards,
together with net temporary  differences,  represents a net deferred tax asset
against which  management has fully reserved due to the  uncertainty of future
taxable income.  The  carryforwards  will be realized for financial  reporting
purposes when utilized to offset future taxable income.

NOTE E -- REVERSE COMMON STOCK SPLIT

On  April  15,  1994,  the  Company's  shareholders  authorized  the  Board of
Directors  to  effect a one for three  reverse  stock  split of the  Company's
common  stock.  Such  action  resulted  in an increase in the par value of the
common  stock from $0.01 to $0.03 per common  share.  The reverse  stock split
became  effective  April 27,  1994,  and reduced the  Company's  common  stock
outstanding from 1,807,961  shares to 602,374 shares.  The reverse stock split
impacted each then existing  issued share of common stock, as well as any then
existing common stock issuable upon the conversion of outstanding  convertible
preferred  stock and the  exercise of  outstanding  common  stock  options and
common stock warrants.

NOTE F    NET INCOME (LOSS) PER COMMON SHARE

For the three and six months  ended June 30, 1995,  primary net income  (loss)
per common share was based upon the weighted  average  number of common shares
outstanding of 605,000.  For purposes of the calculation of primary net income
(loss) per  common  share for the three and six month  periods  ended June 30,
1995,  no common stock  equivalents  were  recognized  as their  inclusion was
either immaterial or antidilutive. For the three and six months ended June 30,
1994,  net income per common share was based upon the weighted  average number
of common and common  equivalent  shares  outstanding  of 623,000 and 610,000,
respectively. Net income has been decreased $30,000 for the three months ended
June 30, 1995 and 1994, and $60,000 for the six months ended June 30, 1995 and
1994, for preferred stock  dividends to arrive at net income (loss)  available
to common shareholders. The calculation of fully diluted net income (loss) per
common share for the three and six months ended June 30, 1995 and 1994,  which
assumes the  conversion of the preferred  stock and resultant  elimination  of
preferred stock dividends, was either immaterial or antidilutive when compared
to primary net income (loss) per share.

NOTE G    CONVERTIBLE PREFERRED STOCK

Dividends  on  preferred  stock  are paid  upon  declaration  by the  Board of
Directors. Cash dividends of $60,000 ($0.45 per preferred share) were declared
in the first  half of 1995.  No cash  dividends  were  paid for any  quarterly
period  beginning  with the fourth  quarter of 1992 and ending with the second
quarter of 1994;  therefore,  dividend arrearage on cumulative preferred stock
as of June 30, 1995, totalled $210,000 ($1.58 per preferred share).

                                Page 10 of 17
<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
       Notes to Condensed Consolidated Financial Statements (continued)
                                 (unaudited)

NOTE H -- LINE OF CREDIT

In February,  1995, the Company  entered into a working capital line of credit
with Crestar  Bank.  This loan  facility  provides the Company with a $500,000
line of credit. Advances on the facility are based on eligible billed accounts
receivable less than 90 days in age. The facility expires in April,  1996, and
is contingent upon the Company meeting certain financial covenants. During the
three and six months ended June 30, 1995, the Company made no borrowings under
this line of credit.

NOTE I -- PREPAID ROYALTY WRITE-OFF

During  June,  1993 the  Company  entered  into an  agreement  with  Open Text
Corporation ("OTC") whereby the Company was to act as a reseller of OTC's text
retrieval and display software. Under this agreement, the Company committed to
$250,000 of non-refundable  royalties to OTC, of which $85,000 remained unpaid
at June 30, 1995 under the terms of a note payable to OTC.

Because of the  Company's  concern with OTC's product  performance  and timely
delivery of new releases,  and the  attendant  customer  dissatisfaction,  the
Company has  concluded  that its alliance with OTC is no longer viable and has
terminated  the  reseller  agreement.  As a result,  the  Company  wrote-off a
related  $108,000  prepaid  royalty balance during the three months ended June
30, 1995 as a charge to cost of revenues.

The Company has advised  OTC that  beginning  in July,  1995 it will no longer
make  payments  under  the  terms  of its  note  payable  and  will  hold  OTC
responsible and seek recovery for all costs the Company has incurred resulting
from OTC's failure to perform in accordance with the reseller agreement.

                                Page 11 of 17
<PAGE>

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS

Overview

Infodata Systems Inc. (the "Company")  provides complete  Electronic  Document
Management Systems (EDMS) solutions which help business, government,  medical,
and educational  institutions to automate  collections of documents consisting
of large amounts of text,  images,  and other data. The Company offers what it
believes  are the best EDMS  solutions  in  different  computing  environments
including client/server,  mainframe and hybrid combinations. The EDMS solution
sale involves planning and  implementation  services which integrate  multiple
technologies such as workflow, management of electronically created documents,
search and text  retrieval,  imaging and other document  technologies.  As the
Company  integrates  solutions into the  customer's  business  operations,  it
offers  consulting and training to familiarize  the customer's  personnel with
the  technology.  The Company  provides  follow on consulting  for third party
products from PC DOCS Inc., Lotus Development Corporation,  Folio Corporation,
and Verity, Inc.

The Company has established and continues to establish alliances with UNIX and
PC based client/server software providers whose products the Company remarkets
as a turnkey system or in conjunction with consulting services provided by the
Company's professional consulting staff. The Company has a software laboratory
in its facility which is used to test and research new EDMS products to assure
connectivity with other EDMS components and across various computing platforms
and networking  systems.  Through this laboratory,  internal EDMS projects are
developed, implemented and tested for Company use and eventual addition to the
Company's product and service applications offerings.

A major  portion  of the  Company's  activities  to date are  attributable  to
INQUIRE(r)/Text,  a proprietary  computer software product,  which operates on
IBM  (or  compatible)  mainframe  computers.   ViewScapes(r),   the  Company's
graphical user interface  which  operates in  conjunction  with  INQUIRE/Text,
operates on IBM or compatible PC's. Using INQUIRE/Text,  customers access such
online  document  applications  as  regulations  and  standards,  policies and
procedures, business intelligence,  records management, contracts, patents and
trademarks,  legislative  bill  tracking,  health  management,   environmental
safety, and litigation  support.  The Company continues to enhance and support
INQUIRE/Text to assure customer satisfaction,  as a significant portion of the
Company's  revenues are derived from maintenance of its  INQUIRE/Text  product
and related consulting services.

                                Page 12 of 17
<PAGE>
Results of Operations

Revenues for the three and six months ended June 30, 1995  totalled  $1,770,000
and $3,483,000,  respectively,  representing  decreases of $199,000 (10.1%) and
$278,000  (7.4%)  from the three and six month  periods  ended  June 30,  1994,
respectively. Total INQUIRE/Text-based revenue sources declined $146,000 (8.5%)
during the three months  ended June 30, 1995 and  $364,000  (10.9%) for the six
months  ended  June  30,  1995,  as  compared  to the  same  periods  in  1994.
INQUIRE/Text product revenues declined $46,000 (17.1%) and $233,000 (46.0%) for
the three and six months ended June 30,  1995,  respectively,  from  comparable
1994 periods.  INQUIRE/Text  maintenance  revenues increased $16,000 (2.2%) for
the three months ended June 30, 1995,  compared to the same period in 1994, but
decreased $91,000 (5.8%) for the six months ended June 30, 1995, as compared to
the six months ended June 30, 1994.  INQUIRE/Text  consulting  service revenues
decreased  $116,000  (16.9%)  and  $40,000  (3.2%)  for the three and six month
periods ended June 30, 1995,  respectively,  as compared to the same periods in
1994.

Client/server  (non-mainframe)  related revenues  decreased $53,000 (20.7%) for
the three months  ended June 30, 1995,  as compared to the same period in 1994.
For that comparative  period,  client/server  product sales decreased  $132,000
(93%), but client/server consulting service revenues increased $79,000 (69.3%).
Overall,  client/server  related technologies  provided 11.5% of total revenues
for the three months ended June 30, 1995, a decrease of 1.6% as compared to the
same  period  in  1994.  For  the  six  months  ended  June  30,  1995,   total
client/server related revenues increased $86,000 (20.0%) as compared to the six
months ended June 30, 1994.  Client/server  related consulting services revenue
increased  $132,000  (46.3%),  but this gain was partially  offset by a $46,000
(30.8%) decrease in client/server related product sales. Overall, client/server
related technologies  provided 14.9% of total revenues for the six months ended
June 30, 1995, an increase of 3.4% as compared to the same period in 1994.

Gross margin (gross  profit as a percentage  of revenue)  declined 1.7% for the
three  months ended June 30,  1995,  compared to the same period in 1994,  from
38.4% to 36.7%.  Gross margin  declined  2.3% for the six months ended June 30,
1995,  compared to the same period in 1994,  from 37.9% to 35.6%. In the second
quarter of 1995,  the Company  charged to cost of revenues  $108,000 of prepaid
royalties,  relating to a 1993 reseller  agreement  with Open Text  Corporation
(see  Note I to  the  Condensed  Consolidated  Financial  Statements  contained
elsewhere in this  report).  When this charge is removed from cost of revenues,
pro-forma  gross margin  increased  for the three and six months ended June 30,
1995 by 4.4% and 0.8%,  respectively,  as  compared to the three and six months
ended June 30, 1994,  respectively.  Such pro-forma  gross margin  improvements
primarily relate to 1) reduced 1995 staffing levels; 2) improved utilization of
staff on billable assignment during 1995; and 3) lower  mainframe-related  data
processing  expenses in 1995 resulting from the Company's decision in late 1994
to outsource these services to a third party provider.  Additional improvements
in pro-forma  gross  margin for the three month period ended June 30, 1995,  as
compared  to the same  period in 1994,  resulted  from  increased  revenues  in
INQUIRE/Text   maintenance  from  renewals  of  customers  who  had  previously
cancelled maintenance services.

In  accordance  with SFAS No.  86,  certain  expenditures  associated  with the
enhancement  of  existing   software   products  to  create  new  products  and
enhancements to existing products are capitalized and then amortized over three
to five years. Costs capitalized during the three and six months ended June 30,
1995,  were $0 and  $3,000,  respectively,  a decrease  of  $35,000  (100%) and
$64,000  (94.4%) from the same periods in 1994.  The  decreases  are due to the
completion of Release G of
                                Page 13 of 17
<PAGE>
INQUIRE/Text  in late 1994;  subsequent  activities in 1995 have been directed
toward training in client/server related technologies.  In future periods, the
Company  anticipates  incurring  capitalized  costs  associated  with the next
release of  INQUIRE/Text.  For the three months ended June 30, 1995,  research
and development expense decreased $6,000 (7.9%) as compared to the same period
in 1994.  For the six months  ended June 30, 1995,  research  and  development
expense increased $14,000 (12.6%) as compared to the six months ended June 30,
1994.

Selling,  general  and  administrative  expenses  for the three and six months
ended  June  30,  1995,   increased   $46,000   (8.6%)  and  $75,000   (7.2%),
respectively, compared to the same periods in 1994. Due to the continued shift
of the Company's  focus toward  complete EDMS  solutions,  sales and marketing
efforts were expanded  during the three and six months ended June 30, 1995, to
provide increased  exposure of the Company's expanded product line and related
services to its existing and potential  customer base.  Participation in trade
shows,  increased  market  research and additional  sales and marketing  staff
resulted  in  increases  of $84,000  (55.3%) and  $161,000  (48.6%) in selling
expenses  for the three and six  months  ended  June 30,  1995,  respectively,
compared to the same  periods in 1994.  Corporate  expense  decreased  $38,000
(10.0%) and $86,000  (11.9%) for the three and six months ended June 30, 1995,
respectively,  due to expenses  relating to the 1994 lease  termination of the
Company's  Montvale,  New  Jersey  branch  office  and  1994  termination  and
migration  fees  resulting  from the Company's  decision to outsource its data
processing services.

As a result of the above,  the Company had operating  income of $12,000 and an
operating  loss of $8,000  for the three and six months  ended June 30,  1995,
respectively,  compared to  operating  income of $159,000 and $267,000 for the
same periods in 1994.  Interest income  increased  $24,000 and $49,000 for the
three and six  months  ended  June 30,  1995,  respectively,  as  compared  to
comparable  periods in 1994.  Increased cash balances available for investment
provided $7,000 and $16,000 of the  above-mentioned  interest income increases
for the three and six months ended June 30, 1995, respectively, as compared to
the three and six months ended June 30, 1994.  Improved  yields on investments
provided $17,000 and $33,000 of the above-mentioned  interest income increases
for the three and six months ended June 30, 1995, respectively, as compared to
comparable  periods  in 1994.  Interest  expense  for the three and six months
ended June 30, 1995, declined $6,000 and $10,000, respectively,  from the same
periods in 1994.

As a result of the above,  the  Company  reported  net  income of $39,000  and
$43,000  for the three  and six  months  ended  June 30,  1995,  respectively,
compared to net income of $154,000 and $255,000 for the comparable  periods in
1994. Net income per common share (after  preferred  stock  dividends) for the
three months ended June 30, 1995 and 1994, was $0.01 and $0.20,  respectively.
Net loss per common share (after  preferred stock dividends) was $0.03 for the
six months ended June 30, 1995, compared to net income per common share (after
preferred stock dividends) of $0.32 for the six months ended June 30, 1994.

Effective  January 1, 1994, the Company adopted SFAS No. 109,  "Accounting for
Income Taxes." Accordingly, deferred tax assets are to be recognized currently
to the extent the Company concludes,  more likely than not, that future income
will be available  for  realization  of the  deferred tax assets.  At June 30,
1995,  the  Company  has net  deferred  tax  assets of  $2,228,000,  for which
management has fully reserved.

                                Page 14 of 17
<PAGE>

Liquidity and Capital Resources

As of June 30,  1995,  the  Company  had  $2,322,000  in cash and  short  term
investments  compared to $1,775,000 in cash and short term  investments  as of
December  31,  1994  (see  Note  B to  the  Condensed  Consolidated  Financial
Statements contained elsewhere in this report).

At June 30, 1995, the Company had working capital of $963,000,  as compared to
working  capital of $745,000 at December  31,  1994.  During the first half of
1995, the Company purchased  approximately  $44,000 of property and equipment,
none of which was financed through capital lease transactions.

In February  1995, the Company  entered into a working  capital line of credit
with Crestar  Bank.  This loan  facility  provides the Company with a $500,000
line of credit  bearing an interest  rate which varies from prime plus 1/4% to
prime  plus 1 1/4% based on the ratio of total  liabilities  to  tangible  net
worth and expires in April,  1996.  During the six months ended June 30, 1995,
the Company  made no  borrowings  under this line of credit (see Note H to the
Condensed  Consolidated  Financial  Statements  contained  elsewhere  in  this
report).

Net cash flow from all  activities for the six months ended June 30, 1995, was
sufficient to fund the operations of the business.  Based upon expectations of
future revenues from the Company's existing products and services,  management
believes that available and projected resources will be sufficient to meet its
working capital requirements for the foreseeable future.

                                Page 15 of 17
<PAGE>

PART II.  OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      Exhibit Number     Description

          11             Computation of net income (loss) per common share

(b)   Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended June 30, 1995.

                                Page 16 of 17
<PAGE>

                                  SIGNATURES

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

                            INFODATA SYSTEMS INC.
                                 (Registrant)


Date:  August 14, 1995  By:  /s/Harry Kaplowitz 
                             ------------------
                             Harry Kaplowitz 
                             President



Date:  August 14, 1995  By:  /s/David A. Karish
                             ------------------
                             David A. Karish
                             Senior Vice President and Secretary/Treasurer


                                Page 17 of 17

Exhibit 11

                Net Income (Loss) Per Common Share Outstanding

                                    Three Months Ended       Six Months Ended
                                        June 30,                 June 30,
                                    -----------------        ----------------
                                    1995       1994         1995         1994
                                    ----       ----         ----         ----

Net income                         $ 38,921   $154,469     $ 42,890   $254,542

Less:  Preferred stock
  dividends                         (30,038)   (30,038)     (60,075)   (60,075)
                                   ---------  ---------    ---------  ---------
Net income (loss) applicable
  to common shares                 $  8,883   $124,431     $(17,185)  $194,467
                                   =========  =========    =========  =========
Weighted average number of
  common shares outstanding         604,874    602,374      604,708    602,374

Common stock equivalents                 --     20,903           --      7,602
                                   ---------  ---------    ---------  ---------
Total weighted average number of
  common and common equivalent
  shares outstanding                604,874    623,277      604,708    609,976


Net income (loss) per common
  share                            $   0.01   $   0.20     $  (0.03)  $   0.32
                                   =========  =========    =========  =========


With regard to the  calculation of primary net income per common share for the
three  months ended June 30, 1995,  inclusion of common stock  equivalents  is
immaterial; for the six months ended June 30, 1995, inclusion is antidilutive.
For the three and six months  ended June 30, 1994,  common  stock  equivalents
have been added to the weighted average number of common shares outstanding to
reflect the effect of outstanding common stock options and warrants.

With regard to the  calculation  of fully  diluted  net income  (loss) for the
three and six months  ended June 30,  1995,  and the six months ended June 30,
1994,  assumption  of the  conversion  of the  preferred  stock and  resultant
elimination of the preferred stock dividends is antidilutive  when compared to
primary net income  (loss) per common  share.  For the three months ended June
30, 1994,  assumption of the  conversion of the preferred  stock and resultant
elimination of the preferred  stock  dividends is immaterial  when compared to
primary net income per common share.


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                            2241
<SECURITIES>                                        81
<RECEIVABLES>                                      618
<ALLOWANCES>                                        30
<INVENTORY>                                          0
<CURRENT-ASSETS>                                  3101
<PP&E>                                            1945
<DEPRECIATION>                                    1517
<TOTAL-ASSETS>                                    3805
<CURRENT-LIABILITIES>                             2138
<BONDS>                                              0
<COMMON>                                            18
                                0
                                        134
<OTHER-SE>                                        1298
<TOTAL-LIABILITY-AND-EQUITY>                      3805
<SALES>                                           3483
<TOTAL-REVENUES>                                  3483
<CGS>                                             2243
<TOTAL-COSTS>                                     2243
<OTHER-EXPENSES>                                  1183
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  13
<INCOME-PRETAX>                                     44
<INCOME-TAX>                                         1
<INCOME-CONTINUING>                                 43
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        43
<EPS-PRIMARY>                                    (.03)
<EPS-DILUTED>                                    (.03)
        

</TABLE>


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