A D A M SOFTWARE INC
10-Q, 1998-11-16
PREPACKAGED SOFTWARE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

         For the quarterly period ended: September 30, 1998

                                       OR

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

         For the transition period from    _____________________


                         Commission file Number: 0-26962


                             A.D.A.M. Software, Inc.
- --------------------------------------------------------------------------------

                          (Exact Name of Registrant as
                            Specified in its charter)

            Georgia                                     58-1878070
- -------------------------------              ---------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                        1600 RiverEdge Parkway, Suite 800
                             Atlanta, Georgia 30328
             ------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  770-980-0888
                       -----------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
- -----------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


Indicate by check mark whether the registrant (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       X                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.

As of November 10, 1998 there were 4,428,040 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding (excluding shares held in treasury
by the Registrant).
<PAGE>   2
                             A.D.A.M. Software, Inc.
                                      Index


<TABLE>
<S>     <C>                                                                   <C>
                         Part I - Financial Information
                         ------------------------------

ITEM 1. Financial Statements

        Condensed Balance Sheet at
        September 30, 1998 and March 31, 1998..................................3


        Condensed Statement of Operations
        for the Three and Six Months Ended
        September 30, 1998 and 1997............................................4


        Condensed Statement of Cash
        Flows for the Six Months
        Ended September 30, 1998 and 1997......................................5


        Notes to Condensed Financial Statements................................6


ITEM 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations..........................8



                           Part II - Other Information
                           ---------------------------

ITEM 4. Submission of Matters to a Vote of Security Holders...................13

ITEM 6. Exhibits and Reports on Form 8-K......................................13
</TABLE>
<PAGE>   3
PART I: FINANCIAL INFORMATION
FINANCIAL STATEMENTS

                            A.D.A.M. Software, Inc.
                            Condensed Balance Sheet


<TABLE>
<CAPTION>
                                                                               September 30,      March 31,
                                                                                    1998             1998
                                                                                    ----             ----
                                                                                (unaudited)
                                                                            (in thousands, except share data)
<S>                                                                          <C>                   <C>
ASSETS                                                                       
Current assets:
      Cash and cash equivalents                                                   $   463          $   704
      Short-term investments                                                        6,513            7,664
      Accounts receivable (net of allowances
           of $165 and $162, respectively)                                          1,830            1,239
      Inventories                                                                     370              467
      Prepaids and other                                                              125              124
                                                                                  -------          -------

         Total current assets                                                       9,301           10,198

Property and equipment, net                                                           504              496
Software development costs, net                                                       745              689
Restricted certificate of deposit                                                     522              517
                                                                                  -------          -------

                                                                                  $11,072          $11,900
                                                                                  =======          =======


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Accounts payable                                                            $   357          $   318
      Other accrued expenses                                                          691              869
                                                                                  -------          -------

Total current liabilities                                                           1,048            1,187


Convertible preferred stock, no par value; 10,000,000 shares authorized;
      no shares issued and outstanding                                                 --               --

Common Stock, $.01 par value; 20,000,000 authorized; 5,275,280 and
      5,274,647 shares issued and outstanding                                          52               52

Other shareholders' equity                                                          9,972           10,661
                                                                                  -------          -------

                                                                                  $11,072          $11,900
                                                                                  =======          =======
</TABLE>

The accompanying notes are an integral part of these condensed financial
statements.




                                       3
<PAGE>   4
                            A.D.A.M. Software, Inc.
                       Condensed Statement of Operations
                       (in thousands, except share data)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                 Three Months Ended                   Six Months Ended
                                                                    September 30,                       September 30,
                                                              -------------------------          -------------------------
                                                                1998              1997             1998              1997
                                                                ----              ----             ----              ----
<S>                                                           <C>               <C>              <C>               <C>    
Net revenues                                                  $ 1,402           $ 1,773          $ 3,151           $ 3,511
                                                              -------           -------          -------           -------

Cost and expenses
     Cost of revenues                                             390               317              731               560
     Sales and marketing                                          713               755            1,451             1,521
     Product development                                          330               411              686               787
     General and administrative                                   357               283              578               579
                                                              -------           -------          -------           -------
                                                                1,790             1,766            3,446             3,447
                                                              -------           -------          -------           -------

Operating income (loss)                                          (388)                7             (295)               64
     Interest income                                              108               132              223               272
                                                              -------           -------          -------           -------

Income (loss) before income taxes                                (280)              139              (72)              336

      Income Taxes                                                 --                --               --                --
                                                              -------           -------          -------           -------

Net income (loss)                                             $  (280)          $   139          $   (72)          $   336
                                                              =======           =======          =======           =======

Basic and diluted net income (loss) per common share          $ (0.06)          $  0.03          $ (0.02)          $  0.06
                                                              =======           =======          =======           =======

Weighted average number of common shares
     and common share equivalents outstanding                   4,569             5,164            4,614             5,272
                                                              =======           =======          =======           =======
</TABLE>


The accompanying notes are an integral part of these condensed financial
statements.




                                       4
<PAGE>   5
                            A.D.A.M. Software, Inc.
                        Condensed Statement of Cash Flow
                                 (in thousands)
                                  (unaudited)




<TABLE>
<CAPTION>
                                                           Six Months Ended September 30,
                                                              1998                1997
                                                           ----------         -----------
<S>                                                        <C>                <C>      
Net cash used in operating activities                       $   (283)          $   (647)
                                                            --------           --------

Investing activities
    Purchases of property and equipment                         (177)               (73)
    Purchase of short-term investments                       (13,228)           (12,695)
    Proceeds from sale of short term investments              14,380             14,657
    Software development costs                                  (317)              (232)
                                                            --------           --------

    Net cash provided by investing activities                    658              1,657

Financing activities
    Purchase of treasury shares                                 (618)              (827)
    Proceeds from exercise of common stock options                 2                 --
                                                            --------           --------

    Net cash provided by financing activities                   (616)              (827)


Increase (decrease) in cash and cash equivalents                (241)               183

Cash and cash equivalents, beginning of period                   704              2,422
                                                            --------           --------

Cash and cash equivalents, end of period                    $    463           $  2,605
                                                            ========           ========
</TABLE>

The accompanying notes are an integral part of these condensed financial
statements.




                                       5
<PAGE>   6
                             A.D.A.M. Software, Inc.
             Notes to the Condensed Financial Statements (Unaudited)
                               September 30, 1998


1.       BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information, the general instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all 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 September 30, 1998
are not necessarily indicative of the results that may be expected for the year
ended March 31, 1999. For further information, refer to the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended March 31, 1998, which include audited financial statements for the
year ended March 31, 1998.


2.       SHORT-TERM INVESTMENTS

At September 30, 1998 the Company held certain short-term investments in
marketable debt and equity securities which it classified as held-to-maturity.
Held-to-maturity securities represent those securities that the Company has both
the positive intent and ability to hold to maturity, and are carried at
amortized cost. Securities with a maturity date within one year are classified
as short-term investments as a part of Current Assets and are stated at fair
value plus accrued interest. Net unrealized losses on held-to-maturity
securities have not been recognized in the accompanying financial statements.
There were no realized gains or losses for the three and six month periods ended
September 30, 1998 and 1997.


3.       INVENTORIES

Inventories consist principally of computer software media and related shipping
supplies and are stated at the lower of specific cost or market. Cost is
determined using the first-in, first-out method.

The components of inventory are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                           September 30,
                                                        ------------------
                                                        1998          1997
                                                        ----          ----
         <S>                                            <C>           <C>
         Raw Materials                                  $221          $220
         Finished Goods                                  149           224
                                                        ----          ----
                                                        $370          $444
                                                        ====          ====
</TABLE>




                                       6
<PAGE>   7
                             A.D.A.M. Software, Inc.
             Notes to the Condensed Financial Statements (Unaudited)
                               September 30, 1998
                                   (continued)

4.       INCOME (LOSS) PER COMMON SHARE

The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS No. 128) during 1997. SFAS 128 provides for new
accounting principles to be used in the calculation of earnings per share and
was effective for both interim and annual periods ended after December 15, 1997.
The Company has restated its net income (loss) per share for all periods
presented to give effect to SFAS No. 128. Basic earnings per share is based upon
the weighted average number of issued common shares for each period. Diluted
earnings per share is based upon the addition of the effect of common stock
equivalents (stock options) to the denominator of the basic earnings per share
calculation, using the treasury stock method.


5.       LEGAL PROCEEDINGS

On April 25, 1996, a class action lawsuit in Fulton County Superior Court in
Atlanta, Georgia was filed against the Company and certain of its then officers
and directors. The complaint alleges violations of sections 11, 12(2) and 15 of
the Securities Act of 1933, violations of the Georgia Securities Act and
negligent misrepresentation arising out of alleged disclosure deficiencies in
connection with the Company's initial public offering, which was completed on
November 10, 1995. The complaint seeks compensatory damages and reimbursements
for plaintiff's fees and expenses. A motion to dismiss is pending and the
Company and its officers and directors are vigorously defending against the
allegations.


6.       SUPPLEMENTAL CASH FLOW INFORMATION

Cash and cash equivalents include cash on hand and on deposit and highly liquid
investment investments with an original maturity of three months or less. Cash
payments for the six months ended September 30, 1998 and 1997 include interest
of approximately $0 and $3,400, respectively.


7.       COMPREHENSIVE INCOME

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS No. 130) to
be effective for fiscal years beginning after December 15, 1997. This statement
requires that all items which are to be recognized as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as net income (loss). The Company's comprehensive income
(loss) is the same as its net income (loss).


                                       7
<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

The following information should be read in conjunction with the financial
statements and the notes thereto and in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998.

A.D.A.M. Software, Inc. ("A.D.A.M." or the "Company") creates, publishes and
markets educational multimedia software products, services, content and
Internet-ready applications that provide anatomical, medical, scientific and
health-related information for the academic, consumer and healthcare markets.
A.D.A.M. products incorporate internally developed, original medical
illustrations with text, audio, photography, animation and video in easy-to-use,
interactive software applications.



RESULTS OF OPERATIONS


REVENUES. Total net revenues decreased 21% to $1,402,000 for the three months
ended September 30, 1998 compared to $1,773,000 for the three months ended
September 30, 1997, primarily attributable to decreased international sales
volume and lower revenues from the domestic education market. International
revenues decreased approximately 64% to $90,000 for the three months ended
September 30, 1998 as a result of the Company's efforts to rebuild international
distribution channels. Domestic education market revenues decreased
approximately 12% to $1,179,000 due to lower back-to-school purchasing levels by
educational institutions. For the six months ended September 30, 1998, total net
revenues decreased 10% to $3,151,000 compared to $3,511,000 for the six months
ended September 30, 1997 due to decreased international, domestic education and
consumer market sales, partially offset by increased sales to the legal and
healthcare markets and increased licensing revenues. International, domestic
education and consumer market sales decreased by approximately 62%, 2%, and 64%
to $187,000, $2,365,000 and $86,000 respectively for the six months ended
September 30, 1998, while sales to legal and healthcare markets and licensing
revenues for the six months ended September 30, 1998 increased 682% to $554,000.

COST OF REVENUES. Cost of revenues increased 23% to $390,000 for the three
months ended September 30, 1998 from $317,000 for the three months ended
September 30, 1997 due to increases in royalty expenses attributable to
increased sales of the ADAM Interactive Physiology products and increased
amortization of capitalized software. For the six months ended September 30,
1998, cost of revenues increased 31% to $731,000 compared to $560,000 for the
six months ended September 30, 1997 due to increased royalty and amortization
expenses. Amortization of capitalized software development costs increased 76%
and 79% to $137,000 and $261,000 for the three and six month periods ended
September 30, 1998, respectively, due to the completion and release of products
throughout fiscal 1998 which currently reflect full periods of amortization. As 
a percentage of total net revenues, cost of revenues increased to 28% for the
three months ended September 30, 1998 from 18% for the three months ended
September 30, 1997. As a percentage of total net revenue, cost of revenues
increased to 23% for the six months ended September 30, 1998 compared to 16% for
the six months ended September 30, 1997. The decreases in revenues and increased
expenses described above have reduced the gross margin earned by the Company.


                                       8
<PAGE>   9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)

SALES AND MARKETING. Sales and marketing expenses decreased 6% to $713,000 for
the three months ended September 30, 1998 compared to $755,000 for the three
months ended September 30, 1997 and decreased 5% to $1,451,000 for the six
months ended September 30, 1998 compared to $1,521,000 for the six months ended
September 30, 1997. Sales and marketing expenses for the three and six month
periods ended September 30, 1997 included significant expenses to launch the
Company's newly released academic flagship product, ADAM Interactive Anatomy and
the Company did not expend such amounts during the first and second quarters of
fiscal 1999. The expense reductions for the three and six month periods ended
September 30, 1998 were partially offset by approximately $108,000 and $215,000,
respectively, in costs associated with the Company's increased focus on the
healthcare market and licensing of its products. As a percentage of total net
revenues, sales and marketing expenses increased to 51% and 46% for the three
and six month periods ended September 30, 1998, respectively, compared to 43%
and 43% for the three and six month periods ended September 30, 1997.

PRODUCT DEVELOPMENT. Product development expenses decreased 20% to $330,000 for
the three months ended September 30, 1998 from $411,000 for the three months
ended September 30, 1997, and decreased 13% to $686,000 for the six months ended
September 30, 1998 compared to $787,000 for the six months ended September 30,
1997. Total capitalization of software development costs increased $86,000 for
the three and six months ended September 30, 1998 compared to the corresponding
periods ended September 30, 1997 and other product development expenses have not
materially changed for the three and six month periods ending September 30, 1998
due to improved cost controls and the Company's consistent development of new
products. As a percentage of total net revenues, product development expenses
increased to 24% for the three months ended September 30, 1998 and 22% for the
six months ended September 30, 1998 compared to 23% and 22% for the three months
and six months ended September 30, 1997, respectively.

GENERAL AND ADMINISTRATIVE. General and administrative expenses increased 26% to
$357,000 for the three months ended September 30, 1998 from $283,000 for the
three months ended September 30, 1997 primarily due to a decrease in the
provision required for bad debt during fiscal 1998. General and administrative
expenses were consistent at $578,000 compared to $579,000 for the six months
ended September 30, 1998 and 1997, respectively. Significant increases in
professional fees resulting from increased licensing activity, the Company's
focused evaluation of management strategies and increased investor relation
costs resulted in higher reporting costs which were offset by compensation
related adjustments during the three month period ended June 30, 1998. As a
percentage of total net revenues, general and administrative expenses increased
to 25% and 18% for the three months and six months ended September 30, 1998,
respectively, compared to 16% and 16% for the three months and six months ended
September 30, 1997.

As a result of the factors described above, operating income decreased $395,000
to a loss of $388,000 for the three months ended September 30, 1998 from a
profit of $7,000 for the three months ended September 30, 1997. Operating income
decreased $359,000 to a loss of $295,000 from income of $64,000 for the six
months ended September 30, 1998 and 1997, respectively.


                                       9
<PAGE>   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)


The Company had a net loss of ($280,000) or 6 cents per share for the three
months ended September 30, 1998, compared with net income of $139,000 or 3 cents
per share for the three months ended September 30, 1997. The Company had a net
loss of ($72,000) or 2 cents per share compared with net income of $336,000 or 6
cents per share for the six months ended September 30, 1998 and 1997,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1998, the Company had cash and short-term investments of
$6,976,000 and working capital of $8,254,000.

The Company uses its working capital to finance ongoing operations, fund the
development and introduction of new products and acquire capital equipment. As
of September 30, 1998 the Company has repurchased 791,040 shares of common stock
on the open market for an average price of approximately $2.58 per common share
for an aggregate purchase price of approximately $2,038,000. Repurchased shares
represent approximately 15.0% of the shares of common stock issued and
outstanding as of September 30, 1998. The Company has been authorized by its
Board of Directors to purchase up to 25% of the common shares issued and
outstanding.

The Company expects that cash flows from operations and existing cash and
short-term investments will be adequate to meet the Company's cash requirements,
including its stock repurchase plans, for the next twenty-four months.

YEAR 2000 COMPLIANCE

The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Company's computer
equipment and software and devices with imbedded technology that are
time-sensitive may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.

The Company has an initiative to ensure that its computer equipment and software
will function properly with respect to dates in the Year 2000 and thereafter.
The term "computer equipment and software" includes systems for product
development, production and testing, accounting, data processing, telephone/PBX,
contact management, and other miscellaneous systems as well as other systems not
traditionally thought of as "computer-related" technologies such as fax
machines, copiers, or other miscellaneous equipment and software. These systems
may contain imbedded technology, which complicate the Company's Year 2000
identification, assessment, remediation, and testing efforts. Based upon its
identification and assessment efforts to date, the Company believes that its
mission critical systems either are currently, or are committed by their vendors
to be Year 2000 compliant. The Company plans to avail itself of any remedies
developed by its systems vendors and/or publishers that address current Year
2000 deficiencies, including currently known deficiencies or those discovered
prior to Year 2000. In addition, in the ordinary course of replacing computer
equipment and software, the Company will attempt to obtain replacements that are
Year 2000 compliant. By utilizing its internal resources to ongoingly assess,
test, and remediate potential and discovered Year 2000 issues, the Company
believes that it is on schedule and current with its current initiative.


                                       10
<PAGE>   11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)


Products developed by the Company have been internally tested for Year 2000
compliance by its Quality Assurance team. All internally developed products have
been confirmed as Year 2000 compliant; however, two products acquired by the
Company from Mosby, Inc. during fiscal 1998 are not Year 2000 compliant. The
Company has not reached a decision with regard to remedying the two products,
nor has it reached a decision with regard to continued sale of those products
beyond fiscal 1999. Through the second quarter of fiscal 1999, the Company has
sold approximately $56,000, or 8,846 units of the non-compliant products and
estimates total exposure to remedy, which shall solely be the refund of the
purchase price for such products, to be not greater than $25,000.

The Company believes that the cost of its Year 2000 identification, assessment,
remediation and testing efforts will not exceed $50,000, which expenditures will
be funded from operating cash flows. Such amount represents less than 5% of the
actual and anticipated information system equipment, software technology, and
product production expenditures for fiscal 1999 and 2000. The Company estimates
having spent approximately $5,000 as of the end of the second quarter of fiscal
1999 on quality assurance testing of its products. Other non-Year 2000 product
production and system technology efforts have not been materially delayed or
impacted by the Year 2000 initiative. The Company presently believes that the
Year 2000 issue will not pose significant operational problems for the Company.
However, if all Year 2000 issues are not properly identified, there can be no
assurance that the Year 2000 issue will not materially adversely impact the
Company's results of operations or adversely affect the Company's relationships
with customers, vendors or others. Additionally, there can be no assurance that
the Year 2000 issues of other entities will not have a material adverse impact
on the Company's systems or results of operations.

         The Company has not yet begun a comprehensive analysis of the
operational problems and costs (including loss of revenues) that would be
reasonably likely to result from the failure by the Company and certain third
parties to complete efforts necessary to achieve Year 2000 compliance on a
timely basis. A contingency plan has not been developed for dealing with the
most reasonably likely worst case scenario and such scenario has not yet been
clearly identified. The Company currently plans to complete such analysis and
contingency planning by September 30, 1999.

         The costs of the Company's Year 2000 identification, assessment,
remediation and testing efforts and the dates on which the Company believes it
will complete such efforts are based upon management's best estimates, which
were derived using numerous assumptions regarding future events, including the
availability of certain resources and other factors. There can be no assurance
that these estimates will prove to be accurate and actual results could differ
materially from those currently anticipated. Specific factors that could cause
such material differences include, but are not limited to, the ability to
identify, assess, and remediate and test all relevant computer codes and
embedded technology, and similar uncertainties. In addition, variability of
definitions of "compliance with Year 2000" and the myriad of different products
and services, and combinations thereof, sold by the Company may lead to claims
whose impact on the Company is not currently estimable. No assurance can be
given that the aggregate cost of defending and resolving such claims, if any,
will not materially adversely affect the Company's results of operations.
Although some of the Company's agreements and contracts with third parties
contain provisions requiring such parties to indemnify the Company under some
circumstances, there can be no assurance that such indemnification arrangements
will cover all of the Company's liabilities and costs related to claims by third
parties related to the Year 2000 issue.


                                       11
<PAGE>   12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONCLUDED)

SEGMENT REPORTING

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information (FAS 131) to be effective for fiscal years beginning after
December 15, 1997. This Statement requires a Company to report financial and
descriptive information about its operating segments, on the same basis used
internally by management. This Statement will not affect the financial position,
results of operations, or cash flows of the Company. However, the Statement has
the potential of increasing the amount of information disclosed by the Company
in future annual and interim financial reports.










                                       12
<PAGE>   13
                           PART II - OTHER INFORMATION


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A.D.A.M. Software, Inc. held its 1998 Annual Meeting of Shareholders on
September 24, 1998. The following items were voted upon and the results of the
voting were as follows:

1.       To elect three directors to serve on the Company's Board of Directors
         until the 2001 Annual Meeting of Shareholders and one director to serve
         until the 2000 Annual Meeting of Shareholders or until their successors
         have been duly elected and qualified. The nominees Ms. Elliott and
         Messrs. Jordan and Swayne were elected to the Company's Board of
         Directors until the year 2001, and Ms. Davis was elected until the year
         2000. There were 3,667,390 votes for and 3,400 votes withheld for Ms.
         Elliott; 3,667,896 votes for and 7,668 votes withheld for Mr. Jordan;
         3,670,371 votes for and 425 votes withheld for Mr. Swayne; and
         3,667,471 votes for and 3,325 votes withheld for Ms. Davis.

2.       To ratify the appointment of PricewaterhouseCoopers LLP as the
         Company's independent auditors for the fiscal year ending March 31,
         1999. The votes of the stockholders to ratify the appointment of
         PricewaterhouseCoopers LLP as the Company's independent auditors were
         as follows: 3,668,733 in favor, 850 opposed, and 1,213 withheld.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

                  27- Financial Data Schedule (for Electronic Filing purposes
                      only)

         (b)  Reports on Form 8-K

                  None







                                       13
<PAGE>   14
                                   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.



                                             A.D.A.M. SOFTWARE, INC.





DATE 11/13/98                                /s/ Robert S. Cramer
                                             -------------------------------
                                             Robert S. Cramer
                                             Chairman and CEO
                                             (principal executive officer)



                                             /s/ Michael S. Fisher
                                             -------------------------------
                                             Michael S. Fisher
                                             Secretary and Director of
                                             Finance
                                             (principal financial officer)

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ADAM SOFTWARE, INC. FOR THE SIX MONTHS ENDED SEPTEMBER
30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                             463
<SECURITIES>                                     6,513
<RECEIVABLES>                                    1,995
<ALLOWANCES>                                       165
<INVENTORY>                                        370
<CURRENT-ASSETS>                                 9,301
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