STATE OF THE ART INC /CA
10-Q, 1997-11-13
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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

         For the quarterly period ended September 30, 1997

                                       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 0-19155

                             STATE OF THE ART, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                       California                      95-3664592
             ------------------------------    -----------------------
              (State or other jurisdiction         (I.R.S. Employer
             of incorporation or organization)    Identification No.)

                   56 Technology Drive
                    Irvine, California                        92618-2301
     ----------------------------------------------       -----------------
         (Address of principal executive offices)             (ZIP Code)

                                 (714) 753-1222
              (Registrant's telephone number, including area code)


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  periods 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 ____


As of October 31, 1997, the issuer had 11,128,458 shares of common stock, no par
value, outstanding.


                                  Page 1 of 12

<PAGE>



                                              STATE OF THE ART, INC.,
                                                 and subsidiaries

                                                 TABLE OF CONTENTS

<TABLE>

<CAPTION>



                                                                                                        Page
PART I.    FINANCIAL INFORMATION

     Item 1.     Financial Statements

<S>                                                                                                      <C>    

                    Unaudited Condensed Consolidated Balance Sheets . . . . . . . . . . . . . . . . . .  3

                    Unaudited Condensed Consolidated Statements of Operations . . . . . . . . . . . . .  4

                    Unaudited Condensed Consolidated Statements of Cash Flows . . . . . . . . . . . . .  5

                    Notes to Unaudited Condensed Consolidated Financial Statements. . . . . . . . . . .  6

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


PART II.  OTHER INFORMATION

     Item 1.        Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

     Item 4.        Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . 12

     Item 6.        Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . 12

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

</TABLE>

                                                     2

<PAGE>


PART I.   FINANCIAL INFORMATION

<TABLE>



                                                         STATE OF THE ART, INC.,
                                                             and subsidiaries


                                             UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                                  (in thousands, except share amounts)

<CAPTION>


                                                                                           September 30,     December 31,
                                                                                                    1997             1996
                                                                                          ---------------  ---------------
<S>                                                                                              <C>              <C>    


                                         ASSETS
Current assets:
  Cash and cash equivalents                                                                      $22,487          $22,029
  Short-term investments                                                                          15,657           15,064
  Accounts receivable, net                                                                         9,974            5,407
  Inventories                                                                                        835            1,494
  Prepaid expenses and other current assets                                                        1,324            1,289
  Deferred income taxes                                                                               52               84
                                                                                          ---------------  ---------------
      Total current assets                                                                        50,329           45,367
                                                                                          ---------------  ---------------
Property and equipment, net                                                                        5,270            5,334
Capitalized software development costs, net                                                        1,122            1,441
Other assets                                                                                       2,765              189
                                                                                          ===============  ===============
                                                                                                 $59,486          $52,331
                                                                                          ===============  ===============
                          LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                                $1,492           $2,485
  Accrued expenses                                                                                 2,949            1,544
  Deferred revenue                                                                                 4,851            1,046
  Income taxes payable                                                                               659              ---
                                                                                          ---------------  ---------------
      Total current liabilities                                                                    9,951            5,075
                                                                                          ---------------  ---------------

Accrued rent                                                                                         233              244
                                                                                          ---------------  ---------------
      Total liabilities                                                                           10,184            5,319
                                                                                          ---------------  ---------------

Shareholders' equity:
  Preferred stock, 1,000,000 shares authorized, none issued and outstanding                          ---              ---
  Common stock, no par value; 25,000,000 shares authorized; 11,114,357
    and 11,157,477 shares issued and outstanding at September 30, 1997, and
    December 31, 1996, respectively                                                               17,971           18,330
  Retained earnings                                                                               31,331           28,682
                                                                                          ---------------  ---------------
          Total shareholders' equity                                                              49,302           47,012
                                                                                          ===============  ===============
                                                                                                 $59,486          $52,331
                                                                                          ===============  ===============

</TABLE>


                 See  accompanying  notes to  unaudited  condensed  consolidated
                                   financial statements.

                                                                    3

<PAGE>

<TABLE>


                                                         STATE OF THE ART, INC.,
                                                            and subsidiaries


                                        UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                  (in thousands, except per share data)

<CAPTION>


                                                  Three Months Ended                          Nine Months Ended
                                        ----------------------------------------     -------------------------------------
                                            September 30,         September 30,        September 30,        September 30,
                                                     1997                  1996                 1997                 1996
                                        ------------------   -------------------     ----------------     ----------------
<S>                                               <C>                   <C>                  <C>                  <C>    

Net revenues
    License fees                                  $12,909               $ 8,898              $34,228              $29,732
    Support services                                2,314                 1,191                5,382                3,672
    Business forms                                  1,108                   965                3,338                3,035
                                        ------------------   -------------------     ----------------     ----------------
Total Revenues                                     16,331                11,054               42,948               36,439

Cost of revenues                                    3,346                 2,636                8,527                7,646
                                        ------------------   -------------------     ----------------     ----------------
Gross profit                                       12,985                 8,418               34,421               28,793
Operating expenses:
    Sales and marketing                             6,423                 5,676               18,036               15,126
    Research and development                        3,355                 3,191                9,199                9,114
    General and administrative                      1,700                 1,220                4,663                3,606
                                        ------------------   -------------------     ----------------     ----------------
Total operating expenses                           11,478                10,087               31,898               27,846
                                        ------------------   -------------------     ----------------     ----------------
Operating income (loss)                             1,507               (1,669)                2,523                  947
Interest income                                       419                   354                1,321                1,045
                                        ------------------   -------------------     ----------------     ----------------
Income (loss) before income taxes                   1,926               (1,315)                3,844                1,992
Income tax provision (benefit)                        606                 (460)                1,195                  697
                                        ==================   ===================     ================     ================
Net income (loss)                                  $1,320                $(855)               $2,649               $1,295
                                        ==================   ===================     ================     ================

Net income (loss) per share                        $ 0.11              ($ 0.07)               $ 0.23               $ 0.11
                                        ==================   ===================     ================     ================

Weighted average common and common
      equivalent shares outstanding                11,588                11,834               11,553               11,692
                                        ==================   ===================     ================     ================


</TABLE>








                 See  accompanying  notes to  unaudited  condensed  consolidated
                                        financial statements.

                                                                   4

<PAGE>

<TABLE>


                                                         STATE OF THE ART, INC.,
                                                             and subsidiaries


                                          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                              (in thousands)

<CAPTION>

                                                                                                Nine months ended
                                                                                                  September 30,
                                                                                          ------------------------------
                                                                                              1997            1996
                                                                                          --------------  --------------
             <S>                                                                                <C>             <C>    


             Cash flows from operating activities:
                 Net income                                                                      $2,649          $1,295
                 Adjustments to reconcile net income to net cash provided
                    by operating activities:
                      Depreciation and amortization                                               2,240           1,908
                      Provision for (benefit from) deferred income taxes                              7            (38)
                      Changes in assets and liabilities:
                         Accounts receivable                                                    (4,567)             609
                         Inventories                                                                659           (214)
                         Prepaid expenses                                                         (144)           (661)
                         Accounts payable                                                         (989)             946
                         Accrued expenses                                                         1,405             417
                         Deferred revenue                                                         3,805              87
                         Income taxes payable                                                       659           (874)
                         Other, net                                                                 421             703
                                                                                          --------------  --------------
                              Net cash provided by operating activities                           6,145           4,178

             Cash flows from investing activities:  
                 Purchase of short-term investments                                               (593)           (551)
                 Acquisition of subsidiaries                                                    (2,618)            ---  
                 Capital expenditures -- property and equipment, net                            (1,736)         (2,588)
                 Capital expenditures -- software development costs                               (121)           (450)
                                                                                          --------------  --------------
                              Net cash used in investing activities                             (5,068)         (3,589)

             Cash flows from financing activities:
                 Repurchase of common stock                                                     (1,764)             ---
                 Proceeds from sale of common stock under stock option plan                       1,145           1,232
                                                                                          --------------  --------------
                              Net cash provided by (used in) financing activities                 (619)           1,232
                                                                                          --------------  --------------
             Net increase in cash and cash equivalents                                              458           1,821
             Cash and cash equivalents at beginning of period                                    22,029          16,681
                                                                                          ==============  ==============
             Cash and cash equivalents at end of period                                         $22,487         $18,502
                                                                                          ==============  ==============

             Supplemental disclosures of cash flow information:

                 Interest paid                                                                       $1             $11
                                                                                          ==============  ==============
                 Income taxes paid                                                                 $153          $1,609
                                                                                          ==============  ==============

</TABLE>


               See  accompanying  notes  to  unaudited  condensed  consolidated
                                        financial statements.

                                                                        5

<PAGE>




                             STATE OF THE ART, INC.,
                                and subsidiaries

         Notes to Unaudited Condensed Consolidated Financial Statements


1.  Basis of Presentation:

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
and with the  instructions  to Form 10-Q and  Article 10 of  Regulation  S-X for
interim  financial  information.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete consolidated  financial  statements.  In the opinion of management,
all  adjustments  (consisting  only of  normal  recurring  accruals)  considered
necessary for a fair presentation have been included.  The operating results for
the three and nine month periods ended  September 30, 1997, are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1997. For further  information,  refer to the consolidated  financial statements
and related notes  included in the Company's  Annual Report on Form 10-K for the
year ended December 31, 1996.


2.  Net Income (Loss) Per Share:

         Net income (loss) per share was computed based on the weighted  average
number of common shares and  equivalents  outstanding  during the three and nine
month  periods ended  September  30, 1997, as well as the similar  periods ended
September 30, 1996. Common stock equivalents  include stock options,  which were
computed using the treasury stock method.

         The  computations of the weighted average common and common equivalent
shares follows (in thousands):

<TABLE>

<CAPTION>


                                                  Three Months Ended                          Nine Months Ended
                                        ----------------------------------------     -------------------------------------
                                            September 30,         September 30,        September 30,        September 30,
                                                     1997                  1996                 1997                 1996
                                        ------------------   -------------------     ----------------     ----------------
<S>                                                <C>                   <C>                  <C>                  <C>



Weighted average common shares
outstanding during the period                      11,105                11,112               11,165               11,023
Common stock equivalents                              483                   722                  388                  669
                                        ------------------   -------------------     ----------------    -----------------
                                                             
Weighted average common and common 
equivalent shares outstanding                      11,588                11,834               11,553               11,692
                                        ==================   ===================     ================     ================

</TABLE>

                                       6

<PAGE>

                                                                        

Part I.  Item 2.

                             STATE OF THE ART, INC.,
                                and subsidiaries


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

Overview:

Net  income  was $1.3  million,  or $0.11 per share,  on net  revenues  of $16.3
million for the quarter ended September 30, 1997, as compared with a net loss of
$0.9  million,  or ($0.07) per share,  on net revenues of $11.1  million for the
corresponding  quarter  of the  prior  year.  For the nine  month  period  ended
September 30, 1997,  the  Company's  net income was $2.6  million,  or $0.23 per
share, on net revenues of $42.9 million, as compared with $1.3 million, or $0.11
per share,  on net  revenues of $36.4  million for the nine month  period  ended
September 30, 1996.

Forward Looking Information:

This Quarterly Report on Form 10-Q contains certain forward-looking  statements,
including,  without  limitation,  statements  concerning  the Company's  product
development,  future revenue patterns and future research and development, sales
and marketing and other expenditures.  These forward-looking  statements involve
risks and  uncertainties,  which  include  technological  risks  involved in the
development and testing of new products,  the impact of competitive products and
pricing, and the uncertainties of which operating systems and hardware platforms
will dominate,  and which emerging  technologies could impact the demand for the
Company's products.

Results of Operations:

Net revenues for the third  quarter,  and nine month period ended  September 30,
1997,  were $16.3 million and $42.9 million,  respectively.  This  constituted a
$5.3 million,  or 48%  increase,  for the third quarter of 1997 versus the third
quarter of 1996, and a $6.5 million, or 18% increase,  for the nine month period
over the same nine month period of the prior year.

Revenues from the Company's Acuity  Financials (TM) accounting  software product
line contributed $1.2 million in the third quarter of 1997, and accounted for 7%
of  the  Company's  revenue.  For  the  nine  month  period,  Acuity  Financials
contributed  $2.8 million or 7% of the  Company's  revenue.  This product  line,
which features a graphical user interface, was introduced in 1996.

Software  license    revenues   from   the  Company's  MAS  90(R)  product  line
increased  $2.1 million or 27% in the third quarter  versus the third quarter of
1996, and accounted for 60% of the Company's total revenues as compared with 70%
of the Company's total revenues in the same period of the previous year. For the
nine month period,  MAS 90 accounting  software license revenues  increased $2.3
million or  9% over the same  nine  month  period  of   the    prior   year, and

                                       7

<PAGE>



                             STATE OF THE ART, INC.,
                                and subsidiaries


accounted  for  63%  of  the  total Company's revenues,  as compared with 68% of
the  Company's  revenues for the prior year.  For the third  quarter and initial
nine month period of 1997,  the MAS 90 for Windows  product line  increased $3.9
million or 103% and $10.5 million or 121%, respectively, over comparable periods
of the prior period. These increases were offset by decreases of $1.8 million or
47% and $8.2 million or 51% in the Company's  MAS 90 DOS-based  product line for
the third quarter and nine month period, respectively. The Company believes that
the new generation  graphical user interface  product lines of Acuity Financials
and MAS 90 for  Windows and MAS 90  Client/Server  for Windows NT will grow at a
rate that will  outpace the  anticipated  decline  from the older MAS 90 for DOS
product line.

BusinessWorks  (R)  software  license  revenues   increased  58% or $0.7 million
for the third quarter, as compared with the third quarter of 1996, and decreased
3% or $0.1 million for the nine month period  versus the  comparable  nine month
period  in  the  prior  year.  The  Company   attributes  the  increase  in  the
BusinessWorks  revenue  during the third  quarter of 1997 to a major  upgrade of
BusinessWorks released in September.

The Company's support services  experienced revenue gains of 94% or $1.1 million
in the third quarter, and 47% or $1.7 million for the nine month period of 1997,
as compared with similar periods of the prior year. The Company  attributes this
increase to a new software  maintenance and support program implemented in March
1997.  Business  forms  revenue grew 15% or $0.1 million in the third quarter of
1997,  and 10% or $0.3  million for the nine month period  ended  September  30,
1997,  as compared  with the same  periods of the prior year.  The  increase was
primarily due to increased forms demand  resulting from higher software  license
sales.

Quarterly  revenues  can fluctuate  significantly  when  compared  with  similar
periods  of  the  prior  year  due  to  the  timing  of  product  introductions,
enhancements,  upgrades,  commencement  of sales and marketing  promotions,  and
general economic conditions.  The Company has historically operated with minimal
backlog because orders are generally shipped on an immediate basis. As a result,
the Company's quarterly revenues and operating results are difficult to forecast
because the  revenues  and results are  dependent  upon the volume and timing of
orders  received  during any period.  Historically,  the revenue  volume for the
first,  second,  and third  quarters of the year have been lower than the fourth
quarter.  The historically  higher revenue volume in the fourth quarter has been
largely due to two factors:  higher end-user  demand for the Company's  software
products and the release of the  Company's  annual  payroll tax update  program.
Management  believes this pattern will continue for the fourth  quarter of 1997.
The previous  sentence is a forward looking  statement;  important  factors that
could cause actual results to differ materially  include demand for software and
tax updates that is lower than in the past.

                                       8

<PAGE>



                             STATE OF THE ART, INC.,
                                and subsidiaries


Cost of revenues  in the third  quarter of 1997 as a  percentage  of revenue was
20%, in comparison with 24% in the third quarter of the prior year. For the nine
month  period ended  September  30,  1997,  cost of revenues as a percentage  of
revenue was 20%, as compared with 21% for the same period of the previous  year.
The  decreases  in cost of revenues  in the three  month and nine month  periods
ended  September 30, 1997, are primarily due to lower  material costs  resulting
from shifts in product  mix.  The  Company  continues  to pursue cost  reduction
opportunities whenever practicable. There can, however, be no assurance that the
Company will be able to maintain its current gross profit percentage levels  for
the remainder of 1997.

Operating expenses, when expressed as a percentage of net revenues, decreased in
the third  quarter of 1997 by twenty-one  percentage  points to 70%, as compared
with 91% for the third quarter of the prior year,  and for the nine month period
ended September 30, 1997,  decreased two percentage  points to 74% in comparison
with the same period of the prior year.  Total operating  expenses for the three
and nine month periods ended  September 30, 1997,  increased 14% or $1.4 million
and 15% or $4.1  million,  respectively,  over  comparable  periods of the prior
year.  The  increase in  operating  expenses  was driven by sales and  marketing
expense  increases  of 13% or  $0.7  million  for the  quarter,  and 19% or $2.9
million for the nine month period; research and development expense increases of
5%  or  $0.2  million  for the  quarter,  and 1% or $85,000 for the  nine  month
period; and general and administrative  expense increases of 39% or $0.5 million
for the quarter, and 29% or $1.1 million for the nine month period.

The  increase  in sales  and  marketing  expenses  can be  attributed  to higher
personnel-related costs, in addition to increased direct marketing, advertising,
and lead generation  activities.  These  activities  resulted from the Company's
launch of two major product  lines,  Acuity  Financials  and MAS 90 for Windows,
both of which began shipping in 1996, MAS 90 Client/Server  for Windows NT which
started  shipping  in June  1997 and a major  upgrade  to  BusinessWorks,  which
shipped in September 1997. In addition,  the higher sales and marketing expenses
reflect  costs for the Visions  conference  held in July 1997.  The  increase in
research and  development  expenses is  basically  due to  development  programs
completed during the quarter,  while the increase in general and  administrative
expenses is primarily related to accruals for pay-for-performance bonuses.

The Company  continues to project a trend toward  increased  operating  expenses
from  higher  headcount  and  personnel-related  costs in future  quarters.  The
Company's  introduction  of Acuity  Financials,  MAS 90 for Windows,  and MAS 90
Client/Server for Windows NT will likely require additional  expenditures in the
areas of product  support,  sales and marketing,  and research and  development.
Furthermore,  the Company  plans to increase  advertising  and  marketing  plans
aggressively  to  promote  these new  products.  If the  Company  is not able to
increase  future  revenue  over the third  quarter  1997  level,  the  projected
increase in expenditures could result in lower profitability.

                                       9

<PAGE>


                             STATE OF THE ART, INC.,
                                and subsidiaries


Interest  income  for  the  third  quarter of 1997 increased  $65,000 or 18%, to
$0.4 million or 3% of net  revenues,  as compared with $0.4 million or 3% of net
revenues in the third quarter of 1996. For the nine month period ended September
30, 1997,  interest income  increased $0.3 million or 26%, to $1.3 million or 3%
of net  revenues,  versus $1.0 million or 3% of net revenues for the  comparable
period of the prior year.  These  increases  were  primarily  due to higher cash
balances provided from operating activities.  

New Accounting Standards

     In February 1997,  the Financial  Accounting  Standards  Board (the "FASB")
issued Statement of Financial  Accounting  Standards Number  ("Statement")  128,
entitled "Earnings per Share." Statement 128 specifies new standards designed to
improve  the  earnings  per share  ("EPS")  information  provided  in  financial
statements by simplifying the existing  computational  guidelines,  revising the
disclosure requirements, and increasing comparability of EPS on an international
basis.  Some of the changes made to simplify the EPS computations  include:  (a)
eliminating  the  presentation  of primary EPS, and  replacing  primary EPS with
basic EPS, the principal  difference being that common stock equivalents are not
considered in computing basic EPS; (b)  eliminating the modified  treasury stock
method  and the  three  percent  materiality  provision;  and (c)  revising  the
contingent  share  provisions  and  the  supplemental  EPS  data   requirements.
Statement   128  also  makes  a  number  of  changes  to   existing   disclosure
requirements.  Statement 128 is effective for  financial  statements  issued for
periods  ending after  December 15, 1997,  including  interim  periods.  Company
management  believes  the  adoption  of  Statement  128 will not have a material
impact on the Company's  financial  position or results of  operations.  

In  June  1997,   the FASB  issued   Statement  130,   "Reporting  Comprehensive
Income."  Statement  130 is  effective  for both  interim and annual  accounting
periods  beginning  after  December 15,  1997.  Company  management  has not yet
determined   the  impact  of  adopting   this  new  standard  on  the  Company's
consolidated financial statements.


In June 1997, the FASB issued  Statement 131,  "Disclosure  about Segments of an
Enterprise and Related Information." Statement 131 is effective for fiscal years
beginning after December 15, 1997. Company management has not yet determined the
impact of adopting  this new standard on the  Company's  consolidated  financial
statements.

In  October  1997,   the  Accounting   Standards  Executive  Committee  issued a
statement  of  position  ("SOP")  on  software  recognition,   SOP  97-2,  which
supersedes  SOP 91-1.  The new statement is effective for  transactions  entered
into in fiscal years  beginning  after  December 15, 1997.  Management  believes
adoption of SOP 97-2 will not have a material impact on the Company's  financial
position or results of operations.

                                       10

<PAGE>

                            STATE OF THE ART, INC.,
                                and subsidiaries

Liquidity and Capital Resources:

Working  capital  at September 30, 1997,   totaled  $40.4  million,  an increase
of $0.1 million from $40.3 million as of December 31, 1996.  Net cash  generated
by operations was $6.1 million for the first nine months of 1997,  compared with
$4.2 million for the  comparable  period in 1996. The major sources of cash were
earnings, deferred revenue, depreciation, and amortization, which were partially
offset by an increase  in  accounts  receivable  associated  with the  Company's
increase in revenue.  In the second quarter of 1997, the Company  repurchased in
the open market  182,000 shares of the Company's  outstanding  common stock at a
cost of  approximately  $1.8  million,  and completed the purchase of two sister
corporations based in Markham,  Ontario, Canada, for approximately $2.6 million.
The acquisition was accounted for as a purchase.

In March,  1997, the Company entered into an agreement whereby it may borrow, on
a  revolving  credit  line  basis,  up to $10  million.  The  revolving  line is
unsecured.  The Company has the option to pay interest on the  revolving  credit
line at the bank's prime interest rate, or the LIBOR rate plus 1.5 percent.  The
agreement  requires the Company to meet certain financial  covenants and expires
in April 1998. As of September 30, 1997,  there were no outstanding  balances on
this revolving credit line.

The Company has historically funded its operations  primarily through cash flows
from  operations.  The Company  believes that funds  generated from  operations,
existing cash balances and the available  bank credit line will be sufficient to
finance the  Company's  operations,  working  capital  requirements  and capital
expenditures  for at least the next twelve months.  

Part II. OTHER  INFORMATION.

Item 1. Legal Proceedings.

As is discussed in detail in the  Company's  Form 10-K for 1996,  the Company is
engaged in litigation with the Company's former president,  Charles Milden,  and
his wife,  Susan  Milden.  As of the end of 1996,  all  parties to the  Mildens'
bankruptcy  had settled all claims with the bankruptcy  trustee.  The bankruptcy
court had confirmed the settlement and made related orders.

The  Mildens  had  appealed  the  settlement  and orders to  the  United  States
District  Court for the  Central  District of  California,  which  affirmed  the
settlement and orders.  The Mildens had then appealed to the United States Court
of Appeals for the Ninth Circuit. In April 1997, a unanimous panel of that court
also   affirmed   the  settlement  and  orders.    Later  in   April  1997,  the
Mildens  petitioned that court for a rehearing.  In June 1997, the Ninth Circuit
denied the Mildens'  petition.  In August 1997, the Mildens filed a petition for
certiorari with the United States Supreme Court.

                                       11

<PAGE>

                            STATE OF THE ART, INC.,
                                and subsidiaries

The Orange County, California,  Superior Court had also approved the settlement;
in March 1994 that court had  dismissed  both of the pending state court actions
with  prejudice.  The Mildens have appealed from these  dismissals.  The parties
have  completed  briefing  of this  state  court  appeal.  In June of 1997,  the
California Court of Appeal, Fourth Appellate District,  Division Three, set oral
arguments  on this appeal for July 21,  1997.  On July 16,  1997,  that Court of
Appeal continued those oral arguments until January 1998.

As is  discussed in more detail in the  Company's  Form 10-K for the 1996 fiscal
year,  the Company was engaged in  litigation  with  RapidForms,  Inc. In May of
1997, all parties to that litigation  agreed in writing to settle the litigation
in exchange for a payment by the Company to RapidForms. The settlement agreement
requires  the parties to keep the amount of this payment  confidential,  but the
payment did not have a material  effect on the Company's  results of operations.
All  parties  stipulated  to a  dismissal  with  prejudice  of all claims in the
lawsuit.  On July 14, 1997,  the parties  completed the settlement and the court
dismissed the suit.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

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

          (a) Exhibits: None filed with this report.

               Reports on Form 8-K:
               The  Company  has not filed any  reports  on Form 8-K during the
               quarter for which this report is filed.

                                       12

<PAGE>


                             STATE OF THE ART, INC.,
                                and subsidiaries





  SIGNATURE:

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.

                                            STATE OF THE ART, INC.
                                            Registrant


Date:  November 14, 1997            By:     / s / JAMES R. ECKSTAEDT
       -----------------                    ------------------------
                                             James R. Eckstaedt
                                             Vice President, Finance and
                                             Chief Financial Officer
                                             (Principal Financial Officer)

                                       13



<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
condensed  consolidated  balance  sheet,  condensed  consolidated  statements of
operations,  condensed  consolidated statement of cash flows, and notes thereto,
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                   1,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                         22,487
<SECURITIES>                                   15,657
<RECEIVABLES>                                  10,574
<ALLOWANCES>                                      600
<INVENTORY>                                       835
<CURRENT-ASSETS>                               50,329
<PP&E>                                         12,320
<DEPRECIATION>                                  7,050
<TOTAL-ASSETS>                                 59,486
<CURRENT-LIABILITIES>                           9,951
<BONDS>                                             0
                               0
                                         0
<COMMON>                                       17,971
<OTHER-SE>                                     31,331
<TOTAL-LIABILITY-AND-EQUITY>                   59,486
<SALES>                                        16,331
<TOTAL-REVENUES>                               16,331
<CGS>                                           3,346
<TOTAL-COSTS>                                   3,346
<OTHER-EXPENSES>                               11,478
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                 1,926
<INCOME-TAX>                                      606
<INCOME-CONTINUING>                             1,320
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    1,320 
<EPS-PRIMARY>                                    0.11
<EPS-DILUTED>                                    0.11
        






</TABLE>


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