<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-20244
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DATA RESEARCH ASSOCIATES, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MISSOURI 43-1063230
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1276 NORTH WARSON RD. ST. LOUIS, MISSOURI 63132
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(Address of principal executive offices) (Zip Code)
(314) 432-1100
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(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 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:
At April 14, 2000, there were 4,665,773 shares of the registrant's common stock
outstanding.
<PAGE> 2
INDEX
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -March 31, 2000
and September 30, 1999
Consolidated statements of income -Three months ended March 31,
2000 and 1999
-Six months ended March 31,
2000 and 1999
Consolidated statements of cash flows -Six months ended March 31,
2000 and 1999
Notes to the unaudited consolidated financial statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Qualitative and Quantitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
2
<PAGE> 3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
March 31, September 30,
2000 1999
(Unaudited)
----------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $15,904 $17,022
Accounts receivable less allowances
of $174 at March 31, 2000
and $212 at September 30, 1999:
Billed 4,711 6,080
Unbilled 1,177 1,919
------ ------
5,888 7,999
Inventories 105 67
Prepaid expenses 1,227 680
Deferred income taxes 213 212
Other current assets 232 274
------ ------
TOTAL CURRENT ASSETS 23,569 26,254
PROPERTY AND EQUIPMENT
Land and improvements 504 504
Buildings and improvements 2,729 2,720
Data processing equipment 7,582 7,298
Furniture, fixtures, and other 4,446 4,384
------ ------
15,261 14,906
Less accumulated depreciation 9,576 8,678
------ ------
5,685 6,228
NOTE RECEIVABLE - 3
DEFERRED SOFTWARE COSTS (net of accumulated
amortization of $1,774 at March 31, 2000
and $1,136 at September 30, 1999) 5,449 5,181
INTANGIBLE ASSETS (net of accumulated
amortization of $2,611 at March 31, 2000
and $2,550 at September 30, 1999) 384 436
------ ------
$35,087 $38,102
======= =======
</TABLE>
3
<PAGE> 4
(In thousands, except per share data)
<TABLE>
<CAPTION>
March 31, September 30,
2000 1999
(Unaudited)
----------- -------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 351 $ 758
Employee compensation 442 415
Deferred revenue 3,622 4,439
Customer deposits 1,265 1,201
Other accrued liabilities 681 442
Income taxes payable 36 -
------ ------
TOTAL CURRENT LIABILITIES 6,397 7,255
DEFERRED INCOME TAXES 2,142 2,142
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01 per share--
1,000 shares authorized, no shares issued - -
Common stock, par value $.01 per share--10,000
shares authorized, 5,557 shares issued at
March 31, 2000 and September 30, 1999 56 56
Additional paid-in capital 5,548 5,606
Accumulated other comprehensive loss (177) (162)
Retained earnings 30,512 30,577
------ ------
35,939 36,077
Less cost of treasury stock, 889 shares
at March 31, 2000, and 621 shares
at September 30, 1999 9,391 7,372
------ ------
TOTAL SHAREHOLDERS' EQUITY 26,548 28,705
------ ------
$35,087 $38,102
======= =======
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE> 5
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
REVENUES
Hardware $ 435 $ 448 $ 943 $ 922
Software 1,330 1,943 2,076 3,157
Service and other 5,205 4,600 10,404 9,299
------ ------ ------ ------
6,970 6,991 13,423 13,378
EXPENSES
Cost of revenues
Hardware 381 306 726 644
Software 264 260 522 636
Service and other 1,417 1,304 2,834 2,599
------ ------ ------ ------
2,062 1,870 4,082 3,879
Salaries and employee benefits 2,974 2,897 5,682 5,339
General and administrative expenses 1,340 1,604 2,593 3,152
Depreciation and amortization 428 458 918 925
------ ------ ------ ------
6,804 6,829 13,275 13,295
INCOME FROM OPERATIONS 166 162 148 83
OTHER INCOME 286 151 606 415
------ ------ ------ ------
Income before income taxes 452 313 754 498
PROVISION FOR INCOME TAXES 143 102 239 162
------ ------ ------ ------
NET INCOME $ 309 $ 211 $ 515 $ 336
====== ====== ====== ======
Basic and Diluted earnings per share $ .07 $ .04 $ .11 $ .06
====== ====== ====== ======
Dividends per share $ .12 $ .12 $ .12 $ .12
====== ====== ====== ======
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE> 6
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Six months ended
March 31,
2000 1999
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 515 $ 336
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,607 1,645
Provision for deferred income taxes - (16)
Loss on disposal of property and equipment - 5
Changes in operating assets
and liabilities:
Accounts receivable 2,089 2,854
Inventories (39) 78
Prepaid expenses and
other current assets (511) (360)
Accounts payable and
other current liabilities (805) (1,558)
Note receivable 3 20
------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 2,859 3,004
------- -------
INVESTING ACTIVITIES
Purchase of property and equipment (375) (1,039)
Purchased software - (513)
Deferred software cost (907) (833)
Purchase of short-term investments - (22,828)
Proceeds from sale of short-term investments - 27,338
------- -------
NET CASH PROVIDED BY
(USED BY) INVESTING ACTIVITIES (1,282) 2,125
------- -------
FINANCING ACTIVITIES
Proceeds from options exercised 64 188
Purchase of treasury shares (2,141) (1,415)
Dividends paid (581) (644)
------- -------
NET CASH USED BY
FINANCING ACTIVITIES (2,658) (1,871)
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS (37) (14)
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,118) 3,244
------- -------
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 17,022 8,710
------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $15,904 $11,954
======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
6
<PAGE> 7
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(In thousands, except per share data)
Note 1. Basis of Presentation
The unaudited consolidated financial statements of Data Research Associates,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements and, therefore, should
be read in conjunction with the Company's consolidated financial statements and
the notes thereto for the year ended September 30, 1999, contained in the
Company's annual report for the year ended September 30, 1999. In the opinion of
management, all adjustments (consisting only of normal recurring items)
considered necessary for a fair presentation have been included. The results of
operations for the six months ended March 31, 2000, are not necessarily
indicative of the results that may be expected for the year ending September 30,
2000.
Note 2. Inventories
Inventories consist primarily of computer equipment and supplies, which are
stated at the lower of cost (first-in, first-out method) or market. The Company
had only finished goods in inventory at March 31, 2000 and September 30, 1999.
Note 3. Earnings per share
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
March 31, March 31,
----------------- -----------------
2000 1999 2000 1999
----------------- -----------------
<S> <C> <C> <C> <C>
Numerator for basic earnings
per share and diluted earnings
per share:
Net Income $ 309 $ 211 $ 515 $ 336
===== ====== ===== ======
Denominator:
Basic earnings per share-
Weighted-average shares 4,751 5,345 4,810 5,357
Effect of dilutive securities:
Stock options - 20 1 18
----- ----- ----- -----
Denominator for diluted earnings
per share--adjusted weighted-
average shares and assumed
conversions 4,751 5,365 4,811 5,375
===== ===== ===== =====
Basic earnings per share $.07 $.04 $.11 $.06
===== ===== ===== =====
Diluted earnings per share $.07 $.04 $.11 $.06
===== ===== ===== =====
</TABLE>
7
<PAGE> 8
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. Comprehensive Income
The components of comprehensive income, net of related tax, for the three and
six month periods ended March 31, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
March 31, March 31,
------------------------------------
2000 1999 2000 1999
------------------------------------
<S> <C> <C> <C> <C>
Net income $309 $211 $515 $336
Foreign currency translation adjustment (36) 21 (15) 29
------------------------------------
Comprehensive income $273 $232 $500 $365
------------------------------------
The components of accumulated other comprehensive income, net of related tax, at
March 31, 2000 and September 30, 1999, are as follows:
Mar 31, 2000 Sept 30, 1999
-----------------------------
Foreign currency translation adjustment $(177) $(162)
-----------------------------
Accumulated other comprehensive income $(177) $(162)
-----------------------------
</TABLE>
8
<PAGE> 9
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The Company's revenue recognition policy is discussed in Note A to the 1999
consolidated financial statements in the Company's form 10-K for the year ended
September 30, 1999. The components of the cost for development of software
primarily include salaries and employee benefits and are expensed as incurred
until such costs qualify as deferred software costs which are amortized over the
estimated useful life of the product. The amortization of capitalized software
is allocated as a direct cost of licensing DRA software. The Company typically
experiences greater gross margin on software licenses and services than on sales
of hardware. The Company's profitability depends in part on the mix of its
revenue components and not necessarily on total revenues.
The Company's revenues and earnings can fluctuate from quarter to quarter
depending upon, among other things, such factors as the complexity of customers'
procurement processes, new product and service introductions by the Company and
other vendors, delays in customer purchases due to timing of library
professional conferences and trade shows, installation scheduling and customer
delays in facilities preparation. In addition, a substantial portion of the
Company's revenues for each quarter is attributable to a limited number of
orders and tends to be realized towards the end of each quarter. Thus, even
short delays or deferrals of sales near the end of a quarter can cause quarterly
results to fluctuate substantially. In the future, the Company's revenues will
be increasingly dependent on sales of its next-generation system, Taos, which is
based on object-oriented client/server design. Certain modules of Taos went into
general release during the fourth quarter of fiscal 1999 and are currently in
use at customer sites. Subsequent to the end of the first quarter of fiscal
2000, one additional module went to field test and will be released this summer
and a second module is expected to be released later this year. The timing of
the completion of these additional modules may be affected by multiple factors,
including rapid technological change, dependence on third-party suppliers and
the relative scarcity of qualified technical staff. See Exhibit 99.1 "Cautionary
Statements - Additional Important Factors To Be Considered", in the Company's
Form 10-K for the year ended September 30, 1999.
9
<PAGE> 10
Year 2000 Readiness Disclosure
The arrival of the year 2000 posed certain technological challenges
resulting from a reliance in computer technologies on two digits rather than
four digits to represent the calendar year (e.g., "99" for "1999"). The risks to
the Company and the Company's Y2K action plan and related mitigation efforts
have been described in the Company's most recent annual report on Form 10-K for
the year ended September 30, 1999. The Company completed its Y2K action plan
prior to the arrival of the Year 2000. Specifically, prior to December 31, 1999,
the Company had reviewed all of its proprietary software products and believed
that all of such software products were capable of accurately processing date
data related to the change from 1999 to 2000, if used with third party products
that were also capable of accurately processing such data. Also, by December 31,
1999, the Company had identified, evaluated, tested and validated the ability to
process such data by the computer systems, applications and business processes
used by the Company to operate its business. The Company did not experience, and
through April of 2000 has not experienced, any material problems related to the
processing of date data related to the change from 1999 to 2000 in its own
proprietary software or any other software or systems that the Company uses. The
Company's total costs related to the Y2K issue were approximately $25,000, of
which $10,000 were external expenses.
Based on the lack of problems experienced by the Company in connection with the
arrival of the Year 2000, the Company currently does not expect any significant
disruptions in the future as a result of Y2K or the fact that 2000 is a leap
year. However, because the Company's continued Y2K compliance in calendar 2000
is in part dependent on the continued Y2K compliance of third parties, there can
be no assurance that the Company's efforts alone have resolved all Y2K issues or
that key third parties will not experience Y2K compliance failures as calendar
2000 progresses. The Company's oversight committee will continue to monitor the
Company's own systems and the preparedness of third parties throughout calendar
2000.
Forward Looking Statements
Except for the historical information and statements contained in Management's
Discussion and Analysis of Financial Condition and Results of Operations
("MD&A"), the matters and items contained in this document, including MD&A,
contain a substantial number of forward-looking statements, indicated by such
words as "expects," "believes," "estimates," "anticipates," "plans,"
"assessment," "should," "will," and similar words. These forward-looking
statements are based on the Company's and management's beliefs, assumptions,
expectations, estimates and projections any or all of which are subject to
future change, depending on unknown developments and facts. These
forward-looking statements should be read in conjunction with the disclosures in
Exhibit 99.1 "Cautionary Statements - Additional Important Factors to Be
Considered," in the Company's Form 10-K for the year ended September 30, 1999.
10
<PAGE> 11
Results of Operations
Three Months Ended March 31, 2000 compared to Three Months Ended March 31, 1999
Hardware revenues remained consistent at $.4 million for the three months
ended March 31, 2000 and for the three months ended March 31, 1999. The Company
continues to have hardware revenue related to the server installation of the
company's web based public access product. The gross margin percentage on
hardware was 12% in the three months ended March 31, 2000 and 32% in the three
months ended March 31, 1999. A one time purchase of hardware equipment with no
revenue stream extending from it is the primary cause of the margin decline in
the three months ended March 31, 2000, coupled with continued declining margins
in the computer hardware market.
Software license revenues decreased $.6 million, or 32%, to $1.3 million in
the three months ended March 31, 2000, compared to $1.9 million in the three
months ended March 31, 1999. The decrease is due primarily to one sale of $.5
million to a single customer in the three months ended March 31, 1999, with no
similar sale in the three months ended March 31, 2000. The Company had one Taos
installation, with revenue of $.1 million, in the three months ended March 31,
2000, with minimal sales to existing customers. The gross margin percentage on
software was 80% in the three months ended March 31, 2000, and 87% in the three
months ended March 31, 1999. The decrease in margin is primarily attributed to
the reduced revenue in the three months ended March 31, 2000, which was less
able to support the amortization of the software development costs.
Service and other revenues increased $.6 million, or 13%, to $5.2 million
in the three months ended March 31, 2000, compared to $4.6 million in the three
months ended March 31, 1999. The primary reason for the increase is the
continued increase in software maintenance revenues, due to new customer sites
moving past the applicable warranty period. Management expects that software
maintenance revenues, a major component of service and other revenues, will
continue to increase as the base of licensed software products increases. The
Company also continues to expand the revenue stream generated from the Internet
services business. The gross margin percentage on service and other revenues was
73% in the three months ended March 31, 2000, and 72% in the three months ended
March 31, 1999.
Salaries and employee benefits increased $.1 million, or 3%, to $3.0
million in the three months ended March 31, 2000, from $2.9 million in the three
months ended March 31, 1999. This increase is primarily attributable to annual
salary increases, mitigated somewhat by open positions remaining unfilled.
General and administrative expenses decreased $.3 million, or 16%, to $1.3
million in the three months ended March 31, 2000, from $1.6 million in the three
months ended March 31, 1999. This decrease is primarily attributable to a
reduction in outside consulting expense, coupled with a decrease in travel
expenses.
Income from operations remained consistent at $.2 million in the three
months ended March 31, 2000 and the three months ended March 31, 1999.
The Company's consolidated effective tax rate was 32% for the three month
period ended March 31, 2000, and 33% for the three month period ended March 31,
1999. The decrease is a result of a favorable mix in rates from variable state
taxing authorities, as well as a reduced foreign tax effect.
11
<PAGE> 12
Results of Operations
Six Months Ended March 31, 2000 compared to Six Months Ended March 31, 1999
Hardware revenues remained consistent at $.9 million for the six months
ended March 31, 2000 and for the six months ended March 31, 1999. The Company
continues to have hardware revenue related to the server installation of the
company's web based public access product. The gross margin percentage on
hardware was 23% in the six months ended March 31, 2000 and 30% in the six
months ended March 31, 1999. A one time purchase of hardware equipment with no
revenue stream extending from it is the primary cause of the margin decline in
the six months ended March 31, 2000, coupled with continued declining margins in
the computer hardware market.
Software license revenues decreased $1.1 million, or 34%, to $2.1 million in the
six months ended March 31, 2000, from $3.2 million in the six months ended March
31, 1999. The decrease is due primarily to one sale of $.8 million to a single
customer in the six months ended March 31, 1999, with no similar sale in the six
months ended March 31, 2000. The Company had two Taos installations, with
revenue of $.2 million, in the six months ended March 31, 2000, with minimal
sales to existing customers. The gross margin percentage on software was 75% in
the six months ended March 31, 2000, and 80% in the six months ended March 31,
1999. The decrease in margin is primarily attributed to the reduced revenue in
the six months ended March 31, 2000, which was less able to support the
amortization of the software development costs.
Service and other revenues increased $1.1 million, or 12%, to $10.4 million
in the six months ended March 31, 2000, compared to $9.3 million in the six
months ended March 31, 1999. The primary reason for the increase is the
continued increase in software maintenance revenues, due to new customer sites
moving past the warranty period. Management expects that software maintenance
revenues, a major component of service and other revenues, will continue to
increase as the base of licensed software products increases. The Company also
continues to expand the revenue stream generated from the Internet services
business. The gross margin percentage on service and other revenues was 73% in
the six months ended March 31, 2000, and 72% in the six months ended March 31,
1999.
Salaries and employee benefits increased $.4 million, or 6%, to $5.7
million in the six months ended March 31, 2000, from $5.3 million in the six
months ended March 31, 1999. This increase is primarily attributable to annual
salary increases.
General and administrative expenses decreased $.6 million, or 18%, to $2.6
million in the six months ended March 31, 2000, from $3.2 million in the six
months ended March 31, 1999. This decrease is primarily attributable to a
reduction in outside consulting expense, coupled with a decrease in travel
expenses.
Income from operations remained consistent at $.1 million in the six months
ended March 31, 2000 and the six months ended March 31, 1999.
The Company's consolidated effective tax rate was 32% for the six month
period ended March 31, 2000, and 33% for the six month period ended March 31,
1999. The decrease is a result of a favorable mix in rates from variable state
taxing authorities, as well as a reduced foreign tax effect.
12
<PAGE> 13
Liquidity and Capital Resources
The Company's cash needs are primarily for working capital and capital
expenditures and historically have been met by cash flows from operations, bank
borrowings, and equipment leases. At March 31, 2000, the Company's working
capital was $17.2 million and its ratio of current assets to current liabilities
was 3.7 to 1, as compared to working capital of $19.0 million and a ratio of
current assets to current liabilities of 3.6 to 1 at September 30, 1999.
Net cash provided by operating activities was $2.9 million for the six
months ended March 31, 2000, compared to $3.0 million for the six months ended
March 31, 1999. The decrease in net cash provided by operations was due
primarily to a decrease in cash receipts in the six months ended March 31, 2000.
Net cash used by investing activities was $1.3 million for the six months
ended March 31, 2000, compared to net cash provided of $2.1 million for the six
months ended March 31, 1999. The decrease in net cash provided by investing
activities is primarily due to the movement of cash from short-term investments
to more liquid funds to finance the repurchase of treasury stock.
Net cash used by financing activities was $2.7 million for the six months
ended March 31, 2000, compared to $1.9 million for the six months ended March
31, 1999. Purchases of treasury stock in the amount of $2.1 million for the six
months ended March 31, 2000, compared to $1.4 million for the six months ended
March 31, 1999 accounted for the increase in cash used.
In January 2000, the Company renewed its $6.0 million line of credit, which
matures in January 2001 and is subject to annual renewal. The line of credit
bears interest at the federal funds rate plus 200 basis points payable monthly
on outstanding balances and is secured by the Company's accounts receivable,
inventory, and equipment. There have been no borrowings against the Company's
line of credit since May 1991.
Management believes that, with the current cash position of $15.9 million,
accounts receivable of $5.9 million, continued cash flow from operations,
availability of a $6.0 million line of credit, and total current liabilities of
$6.4 million, the Company will be able to meet both its short-term liquidity
needs and short-term capital expenditure needs. Management believes that with
total long-term liabilities of approximately $2.1 million and no other known
long-term commitments or demands, the Company will be able to satisfy its known
long-term liabilities and liquidity needs through the funding sources identified
above.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Company's exposure to potential near-term losses in future earnings, fair
value or cash flows resulting from reasonably possible changes in market rates
or prices is not material.
13
<PAGE> 14
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of the Company (the "Annual
Meeting") was held on February 16, 2000. Of the 4,860,859 shares
entitled to vote at the Annual Meeting, 4,794,476 shares were present
at such meeting in person or by proxy.
(b) Not applicable.
(c) At the Annual Meeting, the shareholders of the Company, elected Carole
Cotton as Class B Director of the Company, to hold office until her
successor has been duly elected and qualified, by a vote of 4,769,713
for and 24,763 withheld. Atthe Annual Meeting, the shareholders of the
Company, elected Donald P. Gallop as Class B Director of the Company,
to hold office until his successor has been duly elected and qualified,
by a vote of 4,768,523 for and 25,953 withheld. At the Annual Meeting,
the shareholders of the Company, elected Marilyn Gell Mason as Class C
Director of the Company, to hold office until her successor has been
duly elected and qualified, by a vote of 4,769,600 for and 24,875
withheld.
Item 5. Other Information.
The Company has released version 1.0 of some modules of its next generation
system, Taos, and is completing the developmental stage of other modules. During
the development of Taos, the Company has pursued contractual arrangements with
library systems desiring to purchase Taos once it is completed. Those contracts
include terms that are modified from time-to-time by agreement between the
parties, including terms with respect to the anticipated installation dates for
the various modules of the Taos system, but libraries are not obligated to agree
to such amendments. The Company has experienced some delays with certain
contractual installation schedules, which has resulted in the modification of
certain of these schedules and the termination of certain contracts. Subsequent
to the end of the quarter, the Company received notice from one customer whose
contract had been on hold that it wished to terminate the contract. While the
Company believes that it will be able to substantially comply with the Taos
installation schedules currently in place with its customers, a variety of
factors could add additional delays in the final release of Taos, necessitating
amendment of various contracts with respect to the installation dates. Such
factors include the difficulties associated with incorporating rapid
technological change into the Taos system, the Company's dependence on
third-party suppliers, and the relative scarcity of qualified technical staff.
For additional risk factors that should be read in conjunction with this
disclosure, see Exhibit 99.1 "Cautionary Statements - Additional Important
Factors to Be Considered" in the Company's Form 10-K for the year ended
September 30, 1999.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during the three
months ended March 31, 2000.
14
<PAGE> 15
PART II. OTHER INFORMATION
DATA RESEARCH ASSOCIATES, INC. AND SUBSIDIARIES
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.
DATA RESEARCH ASSOCIATES, INC.
May 8, 2000 /s/Michael J. Mellinger
- ---------------- ------------------------------
Date Michael J. Mellinger
Chairman, President, and
Chief Executive Officer
(Principal Executive Officer)
May 8, 2000 /s/Katharine W. Biggs
- ---------------- ------------------------------
Date Katharine W. Biggs
Vice President, and
Chief Financial Officer
(Principal Accounting Officer)
15
<PAGE> 16
EXHIBIT INDEX
27 Financial Data Schedule
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 10-Q
FOR THE SIX MONTHS ENDED MARCH 31, 2000 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> SEP-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 15,904
<SECURITIES> 0
<RECEIVABLES> 6,062
<ALLOWANCES> 174
<INVENTORY> 105
<CURRENT-ASSETS> 23,569
<PP&E> 15,261
<DEPRECIATION> 9,576
<TOTAL-ASSETS> 35,087
<CURRENT-LIABILITIES> 6,397
<BONDS> 0
0
0
<COMMON> 56
<OTHER-SE> 26,492
<TOTAL-LIABILITY-AND-EQUITY> 35,087
<SALES> 13,423
<TOTAL-REVENUES> 13,423
<CGS> 4,082
<TOTAL-COSTS> 13,275
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (606)
<INCOME-PRETAX> 754
<INCOME-TAX> 239
<INCOME-CONTINUING> 515
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 515
<EPS-BASIC> .11
<EPS-DILUTED> .11
</TABLE>
