QUALITY SYSTEMS INC
10QSB, 1995-11-09
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE> 1
                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________
                                   FORM 10-QSB
     (Mark One)

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     [ X ]  SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 1995
                                    __________________
                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     [   ]  SECURITIES EXCHANGE ACT OF 1934

     For the transition period from  ______________ to  ___________________

                         Commission file number 0-13801
                                                _______

                             QUALITY SYSTEMS, INC.
       _________________________________________________________________
       (Exact name of small business issuer as specified in its charter)

           California                                      95-2888568
     _______________________________                 ___________________
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

     17822 East 17th Street, Tustin, California                    92680
     __________________________________________                  __________
      (Address of principal executive offices)                   (Zip Code)

     Issuer's telephone number, including area code: (714) 731-7171
                                                     ______________
                          NOT APPLICABLE
        ________________________________________________________________
        (Former name, former address and former fiscal year, if changed,
         since last year)

     Indicate by check mark whether the issuer (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period
     that the registrant was required to file such reports); and (2) has
     been subject to such filing requirements for the past 90 days.
                Yes   XX       No
                    _____         _____

                   APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's
     classes of common stock, as of the latest practicable date.

              4,589,241 shares of Common Stock, $.01 par value,
                             as of November 8, 1995

                             Exhibit Index on sequentially numbered Page 11

                                                               Page 1 of 13 
                                                       
<PAGE> 2
                         PART I  FINANCIAL INFORMATION
                         ------  ---------------------
     Item 1.  Financial Statements
     -----------------------------
                             QUALITY SYSTEMS, INC.
                                 BALANCE SHEETS
                                     ASSETS
<TABLE>
<CAPTION>
                                                September 30,    March 31,
                                                     1995          1995
                                                 -------------  -----------
     <S>                                        <C>            <C>
     Current assets:
      Cash and cash equivalents                 $   5,008,300  $ 6,085,300
      Short-term investments                        1,286,700    1,237,200
      Accounts receivable, net                      4,721,400    2,996,500
      Inventories                                     763,800      782,900
      Deferred tax asset                              104,300      199,000
      Other current assets                             78,200       74,300
                                                -------------  -----------
          Total current assets                     11,962,700   11,375,200
     Equipment and improvements, net                  491,700      535,300
     Capitalized software costs, net                  587,400      501,300
     Investment, Clinitec International, Inc.         982,300         -
     Cash surrender value of life insurance           270,400      185,100
     Other assets                                      68,500       70,900
                                                -------------  -----------
          Total assets                          $  14,363,000  $12,667,800
                                                =============  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
      Accounts payable                          $   1,014,300  $   597,400
      Accrued payroll and related expenses            555,100      427,100
      Accrued expenses                                489,000      492,400
      Deferred service revenue                      1,010,500      951,500
      Deferred compensation                           270,400      185,100
      Estimated costs to complete system
        installations                                 247,000      216,500
      Income taxes payable                            175,600      473,400
                                                  -----------  -----------
          Total current liabilities                 3,761,900    3,343,400
     Deferred tax liability                           130,200      136,800
                                                  -----------  -----------
          Total liabilities                         3,892,100    3,480,200
                                                  -----------  -----------
     Stockholders' equity:
      Common stock, $.01 par value,
        20,000,000 shares authorized, 4,569,241
         and 4,535,866 shares issued and
          outstanding respectively                     45,700       45,400
      Additional paid-in capital                    6,169,400    5,977,600
      Unrealized loss on available-for-sale
        securities                                    (56,800)     (83,000)
      Retained earnings                             4,312,600    3,247,600
                                                  -----------  -----------
          Total stockholders' equity               10,470,900    9,187,600
                                                  -----------  -----------
          Total liabilities and stockholders'
           equity                                 $14,363,000  $12,667,800
                                                  ===========  ===========
</TABLE>

<PAGE> 3
                             QUALITY SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                Three Months Ended    Six Months Ended
                               --------------------- ---------------------
                                   September 30,         September 30,
                                  1995       1994       1995       1994
                               ---------- ---------- ---------- ----------
     <S>                       <C>        <C>        <C>        <C>
     Net revenues:
      Sales of computer
       systems, upgrades
       and supplies            $2,523,700 $1,147,500 $4,647,400 $2,729,500
      Maintenance and other
       services                 1,659,600  1,646,300  3,340,300  3,137,500
                               ---------- ---------- ---------- ----------
                                4,183,300  2,793,800  7,987,700  5,867,000
     Costs and expenses:       ---------- ---------- ---------- ----------
      Cost of products and
       services                 2,071,500  1,456,400  3,784,900  3,108,200
      Selling, general and
       administrative           1,001,500    844,000  1,927,400  1,679,800
      Research and development    301,200    386,600    656,200    716,400
                               ---------- ---------- ---------- ----------
                                3,374,200  2,687,000  6,368,500  5,504,400
                               ---------- ---------- ---------- ----------
     Income from operations       809,100    106,800  1,619,200    362,600
     interest and investment
      income                      100,500    132,300    204,300    120,700
     Equity loss                   (7,800)      -       (17,700)      -
                               ---------- ---------- ---------- ----------
     Income before income
       tax provision              901,800    239,100  1,805,800    483,300
     Income tax provision         374,000     54,000    740,800     97,800
                               ---------- ---------- ---------- ----------
     Net income                $  527,800 $  185,100 $1,065,000 $  385,500
                               ========== ========== ========== ==========

     Earnings per share:
          Primary                 $.12       $.04       $.23       $.08
          Fully diluted           $.12       $.04       $.23       $.08

     Equivalent number of
       shares outstanding:
          Primary               4,699,853  4,632,295  4,678,777  4,642,913
          Fully diluted         4,714,491  4,644,562  4,709,550  4,642,913

</TABLE>







     The accompanying notes are an integral part of the financial
     statements.


<PAGE> 4
                             QUALITY SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                      Six Months Ended
                                                --------------------------
                                                       September 30
                                                    1995          1994
                                                ------------  ------------
     <S>                                        <C>            <C>
     Cash flows from operating activities:
      Net earnings                               $1,065,000     $ 385,500
      Adjustments to reconcile net
        earnings to net cash provided
        by (used in) operating activities:
          Depreciation and amortization
            of equipment and improvements           110,700       114,800
          Amortization of capitalized
            software costs                          127,300        94,600
          Realized (gains) losses from sales
            of short-term investments                11,200       135,200
          Unrealized gains on trading securities    (33,300)     (170,600)
          Equity loss                                17,700          -
          Deferred income taxes                      88,100          -
          Changes in:
            Accounts receivable                  (1,724,900)       99,500
            Inventories                              19,100        49,100
            Other current assets                     (3,900)       (9,000)
            Accounts payable                        416,900      (171,700)
            Accrued expenses                        124,600       (40,800)
            Deferred service revenue                 59,000        60,500
            Estimated costs to complete
              system installations                   30,500       (81,600)
            Income taxes payable, and taxes
              related to equity accounts           (179,800)       97,800
                                                   ---------     ---------
     Net cash provided by operating activities      128,200       563,300
                                                   ---------     ---------
     Cash flows from investing activities:
        Proceeds from sales of short-term
           investments                            1,068,400     6,784,800
        Purchases of short-term investments      (1,049,500)   (5,605,000)
        Net additions to equipment and
           improvements, net                        (67,100)      (48,700)
        Additions to capitalized software
           costs                                   (213,400)      (76,700)
        Investment in Clinitec                   (1,000,000)         -
        Change in other assets                        2,400        30,200
                                                   ---------     ---------
     Net cash provided by (used in) investing
           activities:                           (1,259,200)    1,084,600
                                                  ----------    ----------
     Cash flows from financing activities:
        Proceeds from exercise of
          stock options                              54,000        44,200
                                                 -----------   -----------
     Net increase (decrease) in cash and
        cash equivalents                         (1,077,000)    1,692,100
                                                 -----------   -----------
     Cash and cash equivalents, beginning of
        period                                    6,085,300     1,092,900
                                                 -----------   -----------
     Cash and cash equivalents, end of period    $5,008,300    $2,785,000
                                                 ===========   ===========

</TABLE>



     Supplemental information - During the six months ended September 30,
     1995 and 1994 the Company made income tax payments of $832,500 and
     $9,600, respectively.

     The accompanying notes are an integral part of the financial
     statements.


<PAGE> 5

                             QUALITY SYSTEMS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                          September 30, 1995 and 1994


     NOTE 1 - BASIS OF PRESENTATION
     ------   ---------------------

         The accompanying unaudited condensed financial statements have
     been prepared in accordance with the requirements of Form 10-QSB and,
     therefore, do not include all information and footnotes which would be
     presented were such financial statements prepared in accordance with
     generally accepted accounting principles, and should be read in
     conjunction with the audited financial statements presented in the
     Company's Annual Report for the fiscal year ended March 31, 1995.  In
     the opinion of management, the accompanying financial statements
     reflect all adjustments which are necessary for a fair presentation of
     the results of operations for the interim periods presented.  The
     results of operations for such interim periods are not necessarily
     indicative of results of operations to be expected for the full year.


     NOTE 2 - EARNINGS PER SHARE
     ------   ------------------

          Earnings per share for the six months ended September 30, 1995
     and September 30, 1994 was computed based on the weighted average
     number of shares actually outstanding, plus the shares that would be
     outstanding, using the treasury stock method, assuming the exercise of
     all outstanding options which were considered to be common stock
     equivalents.  Primary and fully diluted net earnings per share amounts
     are based on weighted average number of shares outstanding of
     4,678,777 and 4,709,550 for September 30, 1995 respectively and
     4,642,913 for both primary and fully diluted net earnings per share
     for September 30, 1994.

<PAGE> 6

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

     Results of Operations
     ---------------------

     Three months ended September 30, 1995 compared to three months ended
     --------------------------------------------------------------------
     September 30, 1994.
     -------------------

          Revenues increased to $4,183,300, for the three months ended
     September 30, 1995, a 50% increase over the revenues of $2,793,800 for
     the three months ended September 30, 1994.  Sales of computer systems,
     upgrades and supplies increased $1,376,200, from $1,147,500 in the
     same quarter of last year to $2,523,700 in the current quarter.  The
     increase was due to both increased sales of larger systems and to
     increased sales of upgrades.  Revenues from maintenance and other
     services increased nominally, from $1,646,300 in the quarter ended
     September 30, 1994 to $1,659,600 in the current quarter.  There was an
     $87,400 increase in maintenance revenues, but revenues from time and
     material billings for additional services was down slightly from the
     same quarter of last year.

          Costs of products and services, as a percentage of revenues,
     decreased from 52% for the quarter ended September 30, 1994 to 50% for
     the quarter ended September 30, 1995 due to changes in sales mix.
     Selling, general and administrative expenses increased from $844,000
     in the same quarter of last year to $1,001,500 in the current quarter,
     due to an increase in selling expense of $62,900 and an increase in
     general and administrative expense of $94,600.  However, these
     increases were more than compensated for by increased sales during the
     current quarter, with the result that selling, general and
     administrative expenses, as a percentage of revenues, decreased from
     30% to 24%.  Research and development expenditures decreased from
     $386,600 to $301,200 due to a redeployment of staff to capitalized
     software projects.  The expenditures for capitalized software
     increased from $26,500 in the three months ended September 30, 1994 to
     $126,500 in the three months ended September 30, 1995.

          Interest and investment income was $100,500 for the quarter ended
     September 30, 1995 compared to investment and interest income of
     $132,300 for the quarter ended September 30, 1994.  Investment results
     in the current quarter represent an annualized yield of about 6% on
     the Company's average combined balances for cash and cash equivalents
     and short-term investments.


<PAGE> 7


     Six months ended September 30, 1995 compared to six months ended
     ----------------------------------------------------------------
     September 30, 1994.
     -------------------

          Revenues increased to $7,987,700 for the six months ended
     September 30, 1995, a 36% increase over the revenues of $5,867,000 for
     the six months ended September 30, 1994.  Sales of computer systems,
     upgrades and supplies increased $1,917,900, from $2,729,500 in the
     prior year to $4,647,400 in the current year, for the same reasons as
     discussed above.  Revenues from maintenance and other services
     increased $202,800, from $3,137,500 in the prior year to $3,340,300 in
     the current year, with most of the increase attributable to an
     increase in recurring maintenance revenues.

          Costs of products and services, as a percentage of revenues,
     decreased from 53% for the six months ended September 30, 1994 to 47%
     for the six months ended September 30, 1995 and selling, general and
     administrative expenses decreased from 29% to 24% for the same reasons
     as discussed above.

          Interest and investment income was $204,300 for the six months
     ended September 30, 1995 compared to $120,700 for the six months ended
     September 30, 1994.  Current year investment results represent an
     annualized yield of about 6% on the Company's combined balances for
     cash and cash equivalents and short-term investments.  Interest and
     investment income for the six months ended September 30, 1994 included
     prior year first quarter realized losses from sales of short-term
     investments of $81,000 and unrealized losses from trading securities
     of $10,100.

     Liquidity and Capital Resources
     -------------------------------

          A comparison of the Company's balance sheet amounts for cash and
     cash equivalents and for short-term investments at September 30, 1995
     with the comparable balances at March 31, 1995 is as follows:
<TABLE>
<CAPTION>
                                  September 30,   March 31,    Increase
                                      1995          1995      (Decrease)
      <S>                         <C>           <C>         <C> 
      Cash and cash equivalents    $5,008,300    $6,085,300 ($1,077,000)
      Short-term investments        1,286,700     1,237,200      49,500
                                   ----------    ----------  ------------
                                   $6,295,000    $7,322,500  ($1,027,500)
</TABLE>
          The decrease of $1,027,500 was due primarily to an acquisition of
     a 25% ownership position in Clinitec International, Inc. for
     $1,000,000.  Net cash from operating activities during the six months
     ended September 30, 1995 was $128,200.  Positive cash flows from net
     income of $1,065,000, and an increase in accounts payable of $416,900,
     were more then offset by an increase in accounts receivable of
     $1,724,900.  The increase in accounts receivable was due to technical 
     delays in collecting $578,000 from one large client, which was 
     subsequently collected in October 1995, and to the increase in
     revenues as previously discussed.


<PAGE> 8

          The Company generally receives substantially all of the cash
     months after a computer system or enhancement is delivered.  The
     Company structures its maintenance contracts so that billings under
     the contract are made on a monthly basis and in advance of the period
     of coverage.

          The Company believes that cash generated from operations, cash on
     hand and short-term investments readily convertible into cash will
     provide sufficient liquidity to provide continued working capital for
     operations for the foreseeable future.  Due to its available cash
     resources, the Company has not relied on borrowings to meet its
     working capital requirements.

          The Company is not capital intensive and has traditionally
     purchased and capitalized only equipment which is to be used for
     in-house hardware and software development and testing efforts.

          Technological improvements in the computer industry have often
     resulted in price declines for hardware and other electronic
     components which have lessened the impact of inflation.


<PAGE> 9


                           PART II. OTHER INFORMATION
                           -------- ------------------


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

       (a)    Exhibits:
              ---------

              The Exhibits listed on the accompanying Index to Exhibits
              on page 11 are file as part of this report.


       (b)    Reports on Form 8-K:  None
              --------------------



<PAGE> 10




         SIGNATURES

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


                                             QUALITY SYSTEMS, INC.

<TABLE>
    <S>                              <C>
     Date November 8, 1995            By       /s/ Sheldon Razin
          ----------------              ----------------------------------
                                        Sheldon Razin
                                        President and Chairman
                                        of the Board of Directors;
                                        Principal Executive Officer



     Date November 8, 1995            By       /s/ Irma G. Carmona
          ----------------              ----------------------------------
                                        Irma G. Carmona
                                        Corporate Controller;
                                        Principal Accounting Officer


</TABLE>
<PAGE> 11

                               INDEX TO EXHIBITS




                                                                 Sequential
                                                                       Page
        Exhibit                                                         No.
        -------                                                  ----------




          11.0  Earnings per share computation, is filed herewith       12

          27.0  Financial Data Schedule, is filed herewith.             13




<PAGE> 12

                                  EXHIBIT 11.0
                                  ------------






          Earnings per share for the six months ended September 30, 1995
     and September 30, 1994 was computed based on the weighted average
     number of shares actually outstanding, plus the shares that would be
     outstanding, using the treasury stock method, assuming the exercise of
     all outstanding options which were considered to be common stock
     equivalents.  Primary and fully diluted net earnings per share amounts
     are based on weighted average number of shares outstanding of
     4,678,777 and 4,709,550 for September 30, 1995 respectively and
     4,642,913 for both primary and fully diluted net earnings per share
     for September 30, 1994.



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               SEP-30-1995
<CASH>                                       5,008,300
<SECURITIES>                                 1,286,700
<RECEIVABLES>                                4,721,400
<ALLOWANCES>                                         0
<INVENTORY>                                    763,800
<CURRENT-ASSETS>                            11,962,700
<PP&E>                                         491,700
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              14,363,000
<CURRENT-LIABILITIES>                        3,761,900
<BONDS>                                              0
<COMMON>                                        45,700
                                0
                                          0
<OTHER-SE>                                  10,425,200
<TOTAL-LIABILITY-AND-EQUITY>                14,363,000
<SALES>                                      4,647,400
<TOTAL-REVENUES>                             7,987,700
<CGS>                                                0
<TOTAL-COSTS>                                3,784,900
<OTHER-EXPENSES>                             2,583,600
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,805,800
<INCOME-TAX>                                   740,800
<INCOME-CONTINUING>                          1,065,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,065,000
<EPS-PRIMARY>                                      .23
<EPS-DILUTED>                                      .23
        

</TABLE>


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