INFODATA SYSTEMS INC
10QSB, 1999-05-11
PREPACKAGED SOFTWARE
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                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE QUARTER ENDED MARCH 31, 1999

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 0-10416

             ----------------------------------------------------
                             INFODATA SYSTEMS INC.
             (Exact Name of Small Business Issuer in its Charter)

              VIRGINIA                                16-0954695
      (State of Incorporation)            (I.R.S. Employer Identification No.)

     12150 MONUMENT DRIVE, FAIRFAX, VIRGINIA                 22033
     (Address of  Principal Executive Office)             (Zip Code)

                  (703) 934-5205 (Issuer's Telephone Number)
              --------------------------------------------------

        SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
                                                Name of Each Exchange
             Title of Each Class                 on Which Registered 
             -------------------                ---------------------
                   None                             Not applicable

        SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
                          COMMON STOCK-$.03 PAR VALUE
                          ---------------------------
                               (Title of Class)

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 [ ]

The aggregate market value of the voting stock held by  non-affiliates  of the
Registrant,  based upon the closing  sale price of Common Stock on May 5, 1999
as reported  on the Nasdaq  Small Cap market,  was  approximately  $7,337,000.
Shares of Common  Stock held by each  director  and officer and by each person
who owns 5% or more of the outstanding Common Stock have been excluded in that
such persons may be deemed to be affiliates.  This  determination of affiliate
status is not necessarily a conclusive determination for other purposes.

The number of  outstanding  shares of the Company's  Common  Stock,  par value
$0.03 per share, was 4,532,952 on May 5, 1999.

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


<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES


                                     INDEX

                                                                       Page(s)
PART I.     FINANCIAL INFORMATION

      Item 1.     Financial Statements (Unaudited)

                  Consolidated Statements of Operations                     3
                        Three Months Ended March 31, 1999 and 1998

                  Condensed Consolidated Balance Sheets                     4
                        March 31, 1999 and December 31, 1998

                  Consolidated Statements of Cash Flows                     5
                        Three Months Ended March 31, 1999 and 1998

                  Notes to Consolidated Financial Statements            6 - 7

      Item 2.     Management's Discussion and Analysis                 8 - 13


PART II.    OTHER INFORMATION

      Item 6.     Exhibits and Reports on Form 8-K                         13


SIGNATURES                                                                 13


                                      2

<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.
                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations
                 (Amounts In Thousands, Except Per Share Data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31,
                                                        ---------------------------
                                                           1999             1998
                                                        ---------------------------
<S>                                                      <C>              <C>
Revenues                                                 $ 3,390          $ 2,910

Cost of revenues                                           2,170            1,772

Gross profit                                               1,220            1,138

Operating expenses:
  Research and development                                   235              604
  Selling, general and administrative                      1,256            1,275
                                                           1,491            1,879

Operating loss                                              (271)            (741)

Interest income                                               50               49
Interest expense                                              --              (13)

Net loss                                                 $  (221)         $  (705)
                                                         ========         ========

  Net loss per share:
    Basic                                                $ (0.05)         $ (0.20)
                                                         ========         ========
    Diluted                                              $ (0.05)         $ (0.20)
                                                         ========         ========

Weighted average shares outstanding                        4,525            3,477
                                                         ========         ========
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                 STATEMENTS.


                                      3

<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets
                         (DOLLAR AMOUNTS IN THOUSANDS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                March 31,      December 31
                                                                  1999             1998
                                                               ---------------------------
<S>                                                            <C>              <C>
ASSETS
Current assets
  Cash and cash equivalents                                    $  1,123         $  2,200
  Short-term investments                                          3,293            2,673
  Accounts receivable, net of allowance of $144 and $95           2,412            2,356
  Other current assets                                              140              166
                                                               ---------        ---------
    Total current assets                                          6,968            7,395
                                                               ---------        ---------
Property and equipment, at cost:
  Furniture and equipment                                         2,920            2,861
  Less accumulated depreciation and amortization                 (2,549)          (2,442)
                                                               ---------        ---------
                                                                    371              419

Goodwill, net of accumulated amortization of $1,040 and $899      2,657            2,798
                                                               ---------        ---------
Other assets                                                      165                171
                                                               ---------        ---------
Total assets                                                   $ 10,161         $ 10,783
                                                               =========        =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

  Accounts payable                                             $    545         $    786
  Accrued expenses                                                  970            1,092
  Deferred revenue                                                1,003            1,152
                                                               ---------        ---------
    Total current liabilities                                     2,518            3,030

Shareholders' equity

  Common stock                                                      135              135
  Additional paid-in capital                                     19,659           19,548
  Accumulated deficit                                           (12,151)         (11,930)
                                                               ---------        ---------
    Total shareholders' equity                                    7,643            7,753
                                                               ---------        ---------
Total liabilities and shareholders' equity                     $ 10,161         $ 10,783
                                                               =========        =========
</TABLE>

  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS.


                                      4

<PAGE>

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

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        March 31,
                                                                  1999             1998
                                                               ---------------------------
<S>                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                       $  (221)          $  (705)
Adjustments to reconcile net loss to cash used in
operating activities:
  Equity stock compensation                                         35                --
  Depreciation and amortization                                    102                97
  Goodwill and other intangible amortization                       141               143
  Increase in allowance for doubtful accounts                       49                --
Changes in operating assets and liabilities:
  Accounts receivable                                             (105)              567
  Other assets                                                      32               168
  Accounts payable                                                (241)           (1,130)
  Accrued expenses                                                 (56)              (72)
  Deferred revenue                                                (149)               (3)
                                                               --------          --------
    Net cash used in operating activities                         (413)             (935)
                                                               --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment, net                            (54)             (31)
Purchases of short-term investments                              (2,300)              --
Proceeds from maturity of short-term investments                  1,680               --
                                                               --------          --------
Net cash used in investing activities                              (674)             (31)
                                                               --------          --------


CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on capital lease obligations                                (6)              (8)
Net repayments from short-term debt                                  --             (880)
Issuance of common stock                                             16            6,779
  Net cash provided by financing activities                          10            5,891
                                                               --------          --------
Net (decrease) increase  in cash and cash equivalents            (1,077)           4,925
  Cash and cash equivalents at beginning of period                2,200              284
                                                               --------          --------
Cash and cash equivalents at end of period                      $ 1,123          $ 5,209
                                                               ========          ========
</TABLE>

  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                      5

<PAGE>

                    INFODATA SYSTEMS INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The  accompanying   unaudited  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 adjustments) considered necessary
for a fair  presentation  have been included.  Operating results for the three
month period  ended March 31,  1999,  are not  necessarily  indicative  of the
results for the year ending December 31, 1999. 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, 1998.


NOTE B - SIGNIFICANT ACCOUNTING POLICIES

1)    REVENUE  RECOGNITION  - The Company  recognizes  revenue  from  software
      licenses   under   Statement  of  Position   97-2,   "Software   Revenue
      Recognition"  ("SOP  97-2"),  as amended by Statement of Position  98-4,
      "Deferral of the Effective Date of Certain Provisions of SOP 97-2" ("SOP
      98-4"). Under SOP 97-2 and SOP 98-4, the Company recognizes revenue from
      software  licenses upon delivery of the software product to the customer
      or upon customer  acceptance,  if a trial period  exists.  Revenues from
      post  contract  support,  including  revenue  bundled  with the  initial
      license  fee,  are  recognized  ratably  over the period  that  customer
      support services are provided. Software service revenue is recognized as
      performed.  Revenues from consulting and professional services contracts
      are  recognized on the  percentage-of-completion  method for fixed price
      contracts and on the basis of hours  incurred at contract rates for time
      and materials contracts.  Revenues from cost reimbursement contracts are
      recognized as costs are incurred. Any amounts paid by customers prior to
      the actual  performance  of services  are  recorded as deferred  revenue
      until  earned,  at which time the amounts are  recognized  in accordance
      with the type of contract.

      The Company also  provides off-the-shelf  hardware and software products
      to the U.S. government under the GSA Schedule Contract and to commercial
      companies.  Related  revenue is recognized  when products are shipped or
      when  customers  have  accepted the products,  depending on  contractual
      terms.

2)    USE OF ESTIMATES - The preparation of financial statements in conformity
      with generally accepted  accounting  principles  requires  management to
      make  estimates  and  assumptions  that affect the  reported  amounts of
      assets  and  liabilities   and  disclosure  of  contingent   assets  and
      liabilities  at the date of the  financial  statements  and the reported
      amounts of revenues and expenses  during the  reporting  period.  Actual
      results could differ from those estimates.

3)    NEW  ACCOUNTING  PRONOUNCEMENTS  - In 1998,  the AICPA  issued SOP 98-9,
      "Modification of SOP 97-2, "Software Revenue  Recognition,  with Respect
      to Certain  Transactions."  The  Company  does not  anticipate  that the
      adoption  of SOP 98-9  will  have a  material  impact  on the  Company's
      revenue recognition practices.


NOTE C - LINE OF CREDIT


                                      6

<PAGE>

The Company  maintains a line of credit with Merrill Lynch Business  Financial
Services,  Inc. for up to $1,000,000 based upon eligible  receivables at a per
annum rate  equal to the sum of 2.9% plus the 30 day  commercial  paper  rate.
Currently,  this per annum rate  approximates  prime.  The facility expires in
April 2000. The Company did not have any  borrowings  under the line of credit
as of March 31, 1999.


NOTE D - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest expense was $0 and $13,000 for the three-month  periods
ended March 31, 1999 and 1998,  respectively.  No cash was paid for income tax
in either period.


NOTE E - RISKS AND UNCERTAINTIES

The Company's operations are subject to certain risks and uncertainties.  This
includes  the  uncertainty  of  future  operating  results,   fluctuations  in
quarterly results, a change in the mix of products and services,  a decline in
INQUIRE/Text   sales,   lengthy  sales  and   implementation   cycles,   rapid
technological  changes and product  obsolescence,  both  technical  hiring and
market competition,  risks associated with sales channels, and a dependence on
government contracts and security clearances.


NOTE F - SEGMENT REPORTING

The table below presents  information  about  reported  segments for the three
months ended March 31, 1999 and 1998, as well as a reconciliation  to reported
loss before income taxes.

<TABLE>
<CAPTION>
                                                                 March 31, 1999
                                        ---------------------------------------------------------------
                                          Solutions      Third Party      Proprietary          Total
                                                          Products          Products
                                        ---------------------------------------------------------------
<S>                                     <C>              <C>              <C>              <C>        
Revenues                                $ 1,861,000      $   391,000      $ 1,138,000      $ 3,390,000
Direct costs                                823,000          387,000           45,000        1,255,000
Indirect costs                              710,000                -                -          710,000
                                        ------------     ------------     ------------     ------------
Segmental profit                        $   328,000      $     4,000      $ 1,093,000        1,425,000
                                        ============     ============     ============     ============
Research and development                                                                      (235,000)
Other costs not allocated to
  segments, primarily selling,
  general and administrative                                                                (1,461,000)
Interest income                                                                                 50,000
                                                                                           ------------
Loss before income taxes                                                                   $  (221,000)
                                                                                           ============
</TABLE>


<TABLE>
<CAPTION>
                                                                 March 31, 1998
                                        ---------------------------------------------------------------
                                          Solutions      Third Party      Proprietary          Total
                                                          Products          Products
                                        ---------------------------------------------------------------
<S>                                     <C>              <C>              <C>              <C>        
Revenues                                $ 1,892,000      $   223,000      $   795,000      $ 2,910,000
Direct costs                                845,000          210,000           23,000        1,078,000
Indirect costs                              499,000                -                -          499,000
                                        ------------     ------------     ------------     ------------
Segmental profit                        $   548,000      $    13,000      $   772,000        1,333,000
                                        ============     ============     ============     ============
Research and development                                                                      (604,000)
Other costs not allocated to
  segments, primarily selling,
  general and administrative                                                                (1,470,000)
Interest income - net                                                                           36,000
                                                                                           ------------
Loss before income taxes                                                                   $  (705,000)
                                                                                           ============
</TABLE>


                                      7

<PAGE>

ITEM 2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
            RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS RELATING TO PRODUCT DEVELOPMENT,  FUTURE CONTRACTS,
REVENUE,  THE ADEQUACY OF WORKING CAPITAL,  AND YEAR 2000 ARE BASED ON CURRENT
EXPECTATIONS THAT INVOLVE UNCERTAINTIES AND RISKS ASSOCIATED WITH NEW PRODUCTS
AND  SERVICE  OFFERINGS  INCLUDING,  BUT NOT LIMITED  TO,  MARKET  CONDITIONS,
SUCCESSFUL  PRODUCT  DEVELOPMENT,  SERVICE  INTRODUCTION  AND ACCEPTANCE,  THE
INTRODUCTION OF COMPETITIVE PRODUCTS,  ECONOMIC CONDITIONS,  AND THE TIMING OF
ORDERS AND  CONTRACT  INITIATION.  THE  COMPANY'S  ACTUAL  RESULTS  MAY DIFFER
MATERIALY  FROM CURRENT  EXPECTATIONS.  READERS ARE CAUTIONED NOT TO PUT UNDUE
RELIANCE ON  FORWARD-LOOKING  STATEMENTS.  THE COMPANY DISCLAIMS ANY INTENT OR
OBLIGATION TO UPDATE PUBLICLY THESE FORWARD-LOOKING  STATEMENTS,  WHETHER AS A
RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

COMPANY OVERVIEW

The Company provides consulting services, systems integration, and products in
the area of knowledge management.  These products and services are provided to
corporate and  government  workgroups,  departments  and  enterprises in three
market   segments.   The  segments  are   consulting   services  and  training
(Solutions),  sales of proprietary products  (Proprietary  Products),  and the
sale of third party software and hardware  (Third Party  Products).  Solutions
includes systems integration, document management analysis and implementation,
training,  consulting services surrounding the implementation of the Company's
Proprietary  Products and Third Party  Products,  and other related  services.
Proprietary Products include INQUIRE/Text  software sales,  Compose,  Re:mark,
Virtual File Cabinet,  Aerial, Signet and their associated maintenance.  Third
Party  Products  include  software  and hardware  primarily  with some related
services.  For the three months ended March 31, 1999,  Solutions accounted for
55% of total revenue,  Proprietary Products accounted for 34%, and Third Party
Products accounted for the remaining 11%.

The Company is in the process of implementing a business  strategy  focused on
providing consulting services and systems integration in the area of knowledge
management.  The Company's  other business  lines are also being  refocused to
support the core consulting services business.

Over the past five years,  the Company has worked to reposition  itself from a
supplier of mainframe  products and services to a solutions-based  provider of
services,  systems  integration,  mainframe software and web-based software in
the area of knowledge management. Starting in mid-1998, the Company identified
consulting  as its primary  area of focus.  The Company  anticipates  that the
benefit of the  renewed  focus will not be fully  realized  until at least the
latter part of 1999. One goal of this renewed focus is to maximize the synergy
among  the  three  lines  of  business.   A  number  of  the  Company's  sales
transactions  in 1998 involved  consulting  projects  supported by third party
sales. In 1999, the Company  anticipates that it will continue to pursue these
types of complementary transactions.

In December 1997, the Company  entered into two agreements with Adobe Systems,
Inc. ("Adobe") to modify certain of the Company's proprietary  technologies so
that they can be incorporated  into future Adobe products and to cross license
the resultant technologies.  Under these agreements, Infodata received license
fees in the amount of $1 million and approximately $900,000 in consulting fees
to modify the  technologies.  The  Company  recognized  revenue due under this
agreement  in the amount of $567,000  during the quarter  ended March 31, 1999
when all  contractual  obligations  related to the  completion of the contract
were completed.


                                      8

<PAGE>

Starting  in 1996,  the  Company  began to  invest in the  development  of the
Virtual File Cabinet  ("VFC")  software  product.  Development  intensified in
1997, and the product was introduced to the market in 1997. Refinements to the
product  continued  through the first half of 1998.  During the latter half of
1998, the Company determined that the revenue and profits generated by the VFC
product could not justify the Company's continued emphasis on it. As a result,
the sales,  marketing and  development  effort  related to VFC was  decreased.
Research and development  expenditures  were also reduced.  Based on this, and
the growth  potential  of the  consulting  business,  Infodata  refocused  its
strategy towards its consulting and systems integration  businesses.  Portions
of VFC were  embedded in the product  licensed  to Adobe  Systems.  Other than
this,  the Company has  forecasted no revenue for the VFC product in 1999. The
Company continues to support its plug-in based products,  Compose,  Aerial and
Signet.  On February 9, 1999, the Company announced the release of an upgraded
version of Compose.

At March 31, 1999, the Company had a net operating loss ("NOL")  carryforwards
for  income  tax  reporting  purposes  aggregating   approximately  $9,929,000
available to affect future taxable  income.  Under Section 382 of the Internal
Revenue  Code of 1986,  as  amended  ("Code"),  utilization  of prior  NOLs is
subject to certain limitations following a change in ownership. As a result of
the AMBIA  acquisition  in 1997,  the Company is subject to limitations on the
use of its NOL.  Accordingly,  there can be no  assurance  the Company will be
able to utilize a significant  amount of NOLs.  Due to  uncertainty of taxable
income to utilize the NOL, a full  valuation  allowance  has been  established
with respect to the deferred tax asset.

Revenues from consulting  services are recognized as the work progresses.  Any
amounts  paid by  customers  prior to the actual  performance  of services are
recorded as deferred  revenue until earned,  at which time they are recognized
in accordance with the type of contract.  Revenues from software  licenses are
recognized  upon delivery or upon  acceptance  by the customer.  Revenues from
post customer  support and  maintenance  agreements  are  recognized  over the
period that support is provided.  Deferred  revenue is recognized with respect
to pre-payments of maintenance agreements.

Deferred revenue at March 31, 1999 was $1,003,000.  This related  primarily to
amounts from maintenance revenues on the INQUIRE/Text  product. The balance of
deferred revenue  generally relates to consulting  services.  The margins that
will be realized on transactions involving deferred revenue depend on the type
of service rendered by the Company.  Most of the Company's maintenance revenue
pertains  to  INQUIRE/Text,  which  is a  mature  software  product.  Deferred
revenues  from  consulting  services  carry lower gross  margins than deferred
revenues on maintenance agreements.

The  components  of the  Company's  cost of revenue  depend on the  product or
service. For consulting, the most significant item is the direct labor cost of
the consultants.  Other cost components  include any subcontractor  costs, any
non-labor direct costs such as travel and any associated indirect costs (e.g.,
office rent,  administration,  etc.)  allocated to the consulting  engagement.
Indirect costs are allocated  based on head count and square footage of office
space.  For  Third  Party  Products,  the cost of  revenue  includes  the cost
incurred by the Company to acquire the product, shipping and delivery charges,
associated taxes, any customization work done by the Company,  and any special
packaging  costs incurred prior to shipment.  The cost of maintenance  revenue
includes the customer service and software  engineering  personnel  supporting
the product and an allocation of associated indirect costs based on head count
and square  footage of office space.  For  Proprietary  Products,  the Company
includes  shipping,  delivery,  packaging,  production,  the  direct  labor of
personnel  involved in  delivering  the product  and any  associated  expenses
involved with the installation.


                                      9

<PAGE>

Future operating results will depend on many factors, including the demand for
the  Company's  products,  the  effectiveness  of  the  Company's  efforts  to
integrate  various  products it has  developed  or acquired and to achieve the
desired  levels of sales from such product  integration,  the level of product
and price competition, the length of the Company's sales cycle, seasonality of
individual  customer  buying  patterns,  the size  and  timing  of  individual
transactions, the delay or deferral of customer purchases and implementations,
the  budget  cycles of the  Company's  customers,  the  timing of new  product
introductions and product enhancements by the Company and its competitors, the
mix of sales by products, services and distribution channels,  acquisitions by
competitors, the ability of the Company to develop and market new products and
control costs, and general domestic economic and political conditions.


THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1998


REVENUES

Total revenue  increased by $480,000,  or 16%, from  $2,910,000  for the three
months ended March 31, 1998 to $3,390,000 for the three months ended March 31,
1999. The Company derived revenues from three segments, Solutions, Proprietary
Products and Third Party Products.  The Solutions segment includes  consulting
services for both  commercial  and government  customers  along with training.
Proprietary  Products  include the  Company's  plug-in  software  products and
INQUIRE/Text product sales and their related maintenance. Third Party Products
includes  both  software  and  hardware  sold  to  government  and  commercial
entities. Revenues from Solutions decreased by $31,000, or 2%, from $1,892,000
for the three  months ended March 31, 1998 to  $1,861,000  for the three month
period  ended March 31,  1999.  The  decrease was due to a decline in training
revenue of $81,000  partially offset by an increase in consulting  services of
$50,000.  Consulting services for the quarter ended March 31, 1999,  increased
by 3% over the same quarter in 1998.  Proprietary Product revenue increased by
$343,000,  or 43% from  $795,000  for the three months ended March 31, 1998 to
$1,138,000  for the three months ended March 31, 1999. The increase was due to
a one-time  $500,000  license fee from Adobe  partially  offset by declines in
INQUIRE  maintenance  revenue and  INQUIRE/Text  software  sales.  The Company
expects that  INQUIRE/Text-related  revenue will continue to decline over time
as customers move  applications off mainframes.  Third Party Product sales are
undertaken  on both a  stand-alone  basis and as a way to  attract  consulting
business.  Third Party  Product  revenue  increased by $168,000,  or 75%, from
$223,000  for the three  months ended March 31, 1998 to $391,000 for the three
months ended March 31, 1999.

GROSS PROFIT

Gross profit increased by $82,000, or 7%, from $1,138,000 for the three months
ended March 31, 1998 to $1,220,000  for the three months ended March 31, 1999.
This increase was due primarily to the increase in revenue.

Gross margin as a percent of revenues  decreased from 39% for the three months
ended March 31, 1998 to 36% for the three  months  ended March 31,  1999.  The
decrease  was due to the growth in Third  Party  Product  sales,  which have a
smaller gross margin than Solutions or Proprietary Products.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development  expenses decreased  $369,000,  or 61%, from $604,000
for the three  months  ended March 31, 1998 to $235,000  for the three  months
ended  March 31,  1999.  The  decrease  was due to the  conclusion  in 1998 of


                                      10

<PAGE>

development on the Company's Virtual File Cabinet (VFC) product.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and administrative  expenses decreased $19,000,  or 1%, from
$1,275,000  for the three  months ended March 31, 1998 to  $1,256,000  for the
three months ended March 31, 1999. The decrease was due to reductions in sales
and marketing expenditures associated with the Company's VFC product.

INTEREST INCOME AND EXPENSE

Net  interest  income  increased  $14,000 or 39%,  from  $36,000 for the three
months  ended March 31, 1998 to $50,000 for the three  months  ended March 31,
1999.  The increase was due to higher  average  cash  balances and  short-term
investments  during the first quarter of 1999 than during the first quarter of
1998.  In  addition,  there were no  borrowings  during the three months ended
March 31, 1999.  For the  three-month  period  ended March 31, 1998,  interest
expense of $13,000  was  incurred.  Cash,  cash  equivalents,  and  short-term
investment  balances  increased  significantly as the result of a public stock
offering in February  1998.  The Company  invested in short-term  money market
instruments and commercial paper.

NET LOSS

Net loss  decreased  $484,000,  from $705,000 for the three months ended March
31, 1998 to $221,000 for the three  months ended March 31, 1999.  The decrease
was due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

At March 31,  1999,  The Company had cash,  cash  equivalents  and  short-term
investments of $4,416,000  and a working  capital  surplus of $4,450,000.  The
Company had no borrowings as of March 31, 1999.  The Company  maintains a line
of credit with Merrill Lynch Business Financial Services, Inc. ("MLBFS")for up
to $1,000,000  based upon eligible  receivables.  Interest on any  outstanding
debt  under  this line is  calculated  at a per annum rate equal to the sum of
2.9% plus the 30-day  commercial  paper rate.  Currently,  this per annum rate
approximates prime. This facility expires in April 2000. The line of credit is
contingent  upon  the  Company  continuing  to meet  certain  general  funding
requirements,  including  the absence of any  material  adverse  change in the
Company's  business or  financial  condition,  the  continued  accuracy of the
Company's  representations  and  warranties and the provision of quarterly and
monthly  financial  information.  The Company is currently in compliance  with
these funding requirements. During the first quarter of 1998, the Company paid
off the line of credit in full and has not borrowed against it since then.

Net cash used in  operating  activities  for the three  months ended March 31,
1999 of $413,000 was due to the Company's net loss for the period of $221,000,
an increase in accounts  receivable  of  $105,000,  and a decrease in accounts
payable,  accrued expenses and deferred revenue of $446,000,  partially offset
by non-cash  items of  depreciation  and  amortization  expenses of  $243,000,
equity stock  compensation  of $35,000,  and an increase in our  allowance for
doubtful accounts of $49,000.

Net cash used in  investing  activities  for the three  months ended March 31,
1999 of  $674,000  was due to a net  increase  in  short-term  investments  of
$620,000 and the purchase of fixed assets of $54,000.

Net cash provided by financing activities for the three months ended March 31,
1999 of $10,000 was due to the issuance of common stock of $16,000,  partially
offset by payments made on capital lease obligations of $6,000.


                                      11

<PAGE>

Net cash flow from  operating  activities for the three months ended March 31,
1999 was not  sufficient  to fund the  operations  of the  business.  However,
management  believes that available working capital will be sufficient to meet
its  requirements  for the next  twelve  months.  The  Company's  actual  cash
requirements  may vary  materially from those now planned and will depend upon
numerous  factors,  including the general  market  acceptance of the Company's
products and services,  the growth of the Company's  marketing  channels,  the
technological advances and activities of competitors, and other factors.


YEAR 2000

The Company  currently has a program  underway to ensure that all  significant
computer systems are  substantially  Year 2000 compliant by December 31, 1999.
The program is divided into three major components:  (1) identification of all
information  technology systems ("IT Systems") and non-information  technology
systems  ("Non-IT  Systems") that are not Year 2000  compliant;  (2) repair or
replacement of any identified  non-compliant  systems;  and (3) testing of the
repaired  or  replaced  systems.  The  Company  uses  commercially   developed
software,  the  majority of which is  upgraded  through  existing  maintenance
contracts.  The  Company  also  develops  software  for sale and or license to
customers and uses some of these software products internally.

Part (1),  identification,  of the Year 2000  program  has been  substantially
completed. Part (2), repair or replacement,  has been substantially completed.
The  majority  of all  software  and  systems  have been found to be Year 2000
compliant.  For  those  systems  not  originally  Year  2000  compliant,  most
significantly,  the Company's  accounting system, the Company received updated
software  which it has  successfully  installed  and begun  testing.  Internal
products were either developed to be Year 2000 compliant or have been upgraded
for compliance.  Part (3), testing,  started during the quarter ended December
31, 1998. The Company  anticipates  that initial testing will conclude by June
30,  1999.  Additional  testing  will  continue  after this time  should it be
warranted.

The Company has contacted key suppliers and business  partners  about the Year
2000 issue.  While no assurances  can be given that key suppliers and business
partners  will  remedy  their  own  Year  2000  issues,  the  Company  has not
identified any material  impact on its ability to continue  normal  operations
with suppliers or third parties who fail to address this issue.

The actual costs associated with the implementation of the Company's Year 2000
program have been  insignificant  to the  Company's  operations  and financial
condition.

The Company will  continue to monitor and evaluate the impact of the Year 2000
issue on its  operations.  Until the Company is into the final testing part of
its  program,  the risks from  potential  Year 2000  failures  cannot be fully
assessed. Due to this situation, the Company has not finalized its contingency
plans. However,  these plans will be developed as potential Year 2000 failures
are identified in the final testing stages.

The Company could be negatively  impacted if some of its own customers are not
Year 2000 compliant.  For example, should the federal government's systems not
be Year 2000  compliant,  this  could lead to delayed  payments.  The  Company
continues  to seek  assurances  that  customer  systems  are either  Year 2000
compliant or the customer is working towards compliance prior to year end.


                                      12

<PAGE>

PART II.    OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8 - K

(a)   EXHIBITS

            EXHIBIT NO.                           DOCUMENT

                27                         Financial Data Schedule



(b)   REPORTS  ON FORM 8 - K. No  reports  on Form 8-K were  filed  during the
      three month period ended March 31, 1999.


                                  SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15  (d)  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.

                                                 INFODATA SYSTEMS INC.


                                                 BY: /s/STEVEN M. SAMOWICH
                                                     ---------------------
                                                     Steven M. Samowich
                                                     President and CEO

Date:   May 11, 1999

                                                 BY: /s/CHRISTOPHER P. DETTMAR
                                                     -------------------------
                                                     Christopher P. Dettmar
                                                     Chief Financial Officer


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