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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(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, 2004

OR

o
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:     1-10768


MEDIWARE INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

 

           New York           

   11-2209324   

(State or other jurisdiction of 
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

11711 West 79th Street
            Lenexa, Kansas            


  66214  

(Address of principal executive offices)

(Zip Code)


                    (913) 307-1000
                    
(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. [X] Yes  [_]  No


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No


As of April 23, 2004, there were 7,495,771 shares of Common Stock, $.10 par value, of the registrant outstanding.


 


MEDIWARE INFORMATION SYSTEMS, INC.

INDEX


PART I

Financial Information

 

Page

ITEM 1.

Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2004
and June 30, 2003

 

 

4

 

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended March 31, 2004 and 2003

 

 

5

 

Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended March 31, 2004 and 2003

 

6

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

7

 

Independent Accountants' Review Report

 

9

ITEM 2.

Management's Discussion and Analysis of Financial
Condition and Results of Operations

 

10

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

16

ITEM 4.

Controls and Procedures

 

16


Part II


Other Information

   

ITEM 1.

Legal Proceedings

 

18

ITEM 5.

Other Information

 

18

ITEM 6.

Exhibits and Reports on Form 8-K

 

18


Signatures

   


20

 

 

 

PART I     FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS.

 

 

 

 

 

 MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED BALANCE SHEETS

 (Amounts in thousands except shares)

         

 

 

March 31,   

 

June 30,  

 

 

2004       

 

2003     

   

(Unaudited)  

 

(Audited)  

ASSETS

 

 

 

 

Current Assets

 

 

 

 

   Cash and cash equivalents

 

$       9,171

 

$       7,525

   Accounts receivable (net of allowance of $618 and
   $557, respectively)

 

10,251

 

7,180

   Inventories

 

220

 

246

   Deferred income taxes

 

376

 

319

   Prepaid expenses and other current assets

 

          700

 

         546

      Total current assets

 

20,718

 

15,816

 

 

 

 

 

Fixed assets, net

 

1,332

 

1,212

Capitalized software costs, net

 

17,952

 

16,401

Goodwill, net

 

4,520

 

4,667

Purchased technology, net

 

249

 

591

Other long term assets

 

          110

 

          119

      Total Assets

 

$      44,881

 

$      38,806

 

 

========

 

========

         

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

Current Liabilities

 

 

 

 

   Accounts payable

 

$        1,776

 

$        1,995

   Current portion of note payable

 

22

 

-

   Advances from customers

 

8,069

 

6,907

   Accrued expenses and other current liabilities

 

       2,689

 

       2,673

      Total current liabilities

 

12,556

 

11,575

 

 

 

 

 

Notes payable and accrued interest payable to a related party

 

       1,410

 

       1,387

Note payable

 

60

 

-

Deferred income taxes

 

       2,553

 

       1,909

      Total liabilities

 

      16,579

 

      14,871

 

 

 

 

 

Stockholders' Equity

 

 

 

 

   Preferred stock, $.01 par value; authorized 10,000,000

 

 

 

 

     shares; none issued or outstanding

 

-

 

-

   Common stock, $.10 par value; authorized 25,000,000

 

 

 

 

     shares; 7,544,000 and 7,358,000 shares issued and

 

 

 

 

     outstanding at March 31, 2004 and June 30, 2003,
     respectively

 


754

 


736

   Additional paid-in capital

 

25,508

 

23,999

   Retained earnings (accumulated deficit)

 

1,948

 

(784)

   Accumulated other comprehensive income (loss)

 

           92

 

         (16)

     Total stockholders' equity

 

     28,302

 

     23,935

     Total Liabilities and Stockholders' Equity

$      44,881

$      38,806

 

========

========

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except earnings per share)

              Three Months Ended

              Nine Months Ended

                March 31,

               March 31,

               (Unaudited)

               (Unaudited)

 

  2004  

  2003  

  2004  

 

  2003  

 

Revenues

 

 

 

 

 

  System sales

$     3,333

$     2,898

$     9,173

$     9,493

 

  Services

       5,987

      5,289

     18,267

 

     14,685

 

     Total revenues

       9,320

      8,187

     27,440

 

     24,178

 

 

 

 

Cost and Expenses

 

 

 

 

 

 

  Cost of systems (exclusive of amortization)

876

769

1,978

 

1,971

 

  Cost of services (exclusive of amortization)

2,034

1,664

5,528

 

4,666

 

  Amortization of capitalized software

936

481

2,694

 

1,401

 

  Software development costs

786

678

2,351

 

2,239

 

  Selling, general and administrative

     3,848

     2,964

     10,666

 

     9,317

 

  Proceeds from settlement

              -

         -

              -

 

       (614)

 

     Total costs and expenses

      8,480

       6,556

    23,217

 

    18,980

 

  Operating income

840

1,631

4,223

 

5,198

 

 

 

 

 

 

 

 

Interest and other income 

40

(5)

136

 

30

 

Interest and other (expense)

         (15)

           (13)

         (35)

         (37)

 

  Income before income taxes

865

1,613

4,324

 

5,191

 

Income tax provision  

        (304)

        (614)

     (1,592)

     (1,971)

 

  Net Income

561

999

2,732

3,220

Other Comprehensive Income

  Foreign currency translation adjustment

           43

           (9)

         108

            5

Comprehensive Income

$      604

$      990

$    2,840

$     3,225

 

=======

=======

=======

 

=======

 

Net income per Common Share 

 

 

 

 

 

 

  Basic

$      0.07

$      0.14

$      0.37

$       0.44

 

=======

=======

=======

 

=======

 

  Diluted

$      0.07

$      0.13

$      0.33

$       0.41

 

 

=======

=======

=======

 

=======

 

Weighted Average Common Shares Outstanding 

 

 

 

 

 

 

  Basic

7,487

7,304

7,416

 

7,290

 

  Diluted

8,215

7,878

8,162

 

7,818

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

   

                  Nine Months Ended

 

 

                   March 31,

   

                   (Unaudited)

 

 

   2004   

 

   2003   

Cash Flows From Operating Activities

 

 

 

 

 

Net income

 

$         2,732

 

$          3,220

 

Adjustments to reconcile net income to

 

 

 

 

 

 net cash provided by operating activities:

 

 

 

 

 

   Depreciation and amortization

 

3,589

 

2,290

 

   Deferred tax provision

 

1,544

 

1,973

 

   Loss on disposal of fixed assets

 

-

 

18

 

   Provision for doubtful accounts

 

120

 

7

 

Changes in operating assets and liabilities:

 

 

 

 

 

   Accounts receivable

 

(3,191)

 

(1,010)

 

   Inventories

 

26

 

112

 

   Prepaid expenses, other current assets and other long-term assets

 

(145)

 

(63)

 

   Accounts payable, accrued expenses (including accrued interest),

 

 

 

 

 

    advances from customers and other current liabilities

 

           982

 

            52

 


Net cash provided by operating activities

 


5,657

 


6,599

 

 

 

 

 

 

 

Cash Flows From Investing Activities

 

 

 

 

 

   Acquisition of fixed assets, net of disposals

 

(673)

 

(530)

 

   Capitalized software costs

 

      (4,245)

 

      (3,661)

 


Net cash used in investing activities

 


(4,918)

 


(4,191)

 
           

Cash Flows From Financing Activities

 

 

 

 

 

   Proceeds from exercise of options

 

         717

 

         236

 

   Proceeds from issuance of note payable

 

89

 

-

 

   Principal payments on note payable

 

            (7)

 

              -

 

Net cash provided by financing activities

 

799

 

236

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

           108

 

              5

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

1,646

 

2,649

 

           

Cash and cash equivalents at beginning of period

 

         7,525

 

         3,228

 

           

Cash and cash equivalents at end of period

 

$       9,171

 

$       5,877

 
   

========

 

========

 
           

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

   Cash paid during the period for:

 

     

 

     Income taxes

 

$            87

 

$            14

 
           

Supplemental Disclosure of noncash activities:

 

 

 

 

 

   Additional paid-in capital recorded for tax benefit from
   exercise of stock options

 


$          810

 


- -

 

           

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

 

MEDIWARE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.     FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Such financial statements have been condensed in accordance with the applicable regulations of the Securities and Exchange Commission and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the Company's audited financial statements for the year ended June 30, 2003 included in the Company's Annual Report filed on Form 10-K for such year.

The results of operations for the three and nine months ended March 31, 2004 are not necessarily indicative of the results to be expected for the entire fiscal year.


2.     EARNINGS PER SHARE

Basic earnings per share have been computed using the weighted average number of shares of common stock, par value $.10 ("Common Stock"), of the Company outstanding for each period presented. For the three and nine months ended March 31, 2004 and 2003, the dilutive effect of stock options and other common stock equivalents is included in the calculation of diluted earnings per share using the treasury stock method.


3.     RELATED PARTY TRANSACTIONS

On October 11, 2000, Fratelli Auriana, Inc. ("Fratelli"), an entity controlled by Mr. Lawrence Auriana, the Chairman of the Board of the Company and holder of more than 5% of the Company's outstanding Common Stock, committed to loan the Company up to $2,000,000, in addition to amounts previously loaned to the Company, to be drawn in multiples of $250,000, as needed by the Company. Conditions were finalized and a Loan Agreement was signed December 1, 2000 between Fratelli and the Company. On September 17, 2003, the Company and Fratelli entered into a Third Amendment to the Loan Agreement between the two parties, extending the maturity date to September 30, 2005. As of March 31, 2004, the Company has not borrowed against this loan agreement.


4.     STOCK BASED COMPENSATION PLANS

The Company accounts for stock-based employee and outside directors' compensation under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which was released in December 2002 as an amendment of SFAS No. 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all awards:

 

Three Months Ended     March 31,           

Nine Months Ended      March 31,           

 

2004    

2003    

2004    

2003    

         

Reported net income

$    561,000

$  999,000 

$  2,732,000

$  3,220,000

         

Stock-based employee
compensation expense included
in reported net income, net of
related tax effects

-

-

-

-

         

Stock-based employee
compensation determined under
the fair value based method, net
of related tax effects

(180,000)

(208,000)

(461,000)

(605,000)

         

Pro forma net income

$    381,000

$   791,000

$   2,271,000

$   2,615,000

Income per share:

       

Basic---as reported

$          0.07

$           0.14

$           0.37

$           0.44

Basic---pro forma

$          0.05

$           0.11

$           0.31

$           0.36

         

Diluted---as reported

$          0.07

$           0.13

$           0.33

$           0.41

Diluted---pro forma

$          0.05

$           0.10

$           0.28

$           0.34

         

The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The fair value of options at date of grant and the assumptions utilized to determine such values are included in the following table:

 

 

Three Months Ended    March 31,          

Nine Months Ended       March 31,             

 

2004

2003

2004

2003

Weighted average fair value at
date of grant for options granted
during the period



$ 13.73



$8.86



$10.93



$ 8.11


Risk-free interest rates


2.7% - 3.3%


2.3% - 2.4%


2.7% - 3.3%


4.0%

Expected option life in years

4

10

4 - 8

10

Expected stock price volatility

32%

55%

32%

55%

Expected dividend yield

-0-

-0-

-0-

-0-

 

 

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To The Board of Directors and Stockholders of
Mediware Information Systems, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of Mediware Information Systems, Inc. and subsidiaries (the "Company") as of March 31, 2004, the related condensed consolidated statements of operations and comprehensive income for the three and nine month periods ended March 31, 2004 and 2003, and the related condensed consolidated statements of cash flows for the nine month periods ended March 31, 2004 and 2003. These condensed consolidated financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of June 30, 2003, and the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated August 1, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 30, 2003 is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

Eisner LLP
New York, New York
April 23, 2004

 

 

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


Forward-Looking Statements

Certain statements made in or incorporated into this Quarterly Report on Form 10-Q may constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as the same may be amended from time to time (the "Act") and in releases made by the Securities and Exchange Commission from time to time. Words such as "believes," "achieve," "anticipates", "plans", and similar expressions identify forward-looking statements. These forward-looking statements are based on the current beliefs of the Company (including its subsidiaries). Because these forward-looking statements are not based on historical facts and involve known and unknown risks, uncertainties and other factors, which may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. These risks and uncertainties include: (i) fluctuations in quarterly operatin g results, (ii) reliance on third-party software, (iii) dependence on third-party marketing relationships, (iv) changes in the healthcare industry, (v) significant competition, (vi) the Company's ability to manage its rapid growth, (vii) the effects of government regulation on the Company, (viii) product related liabilities, (ix) risks associated with system errors and warranties, (x) risks associated with migrating customers from legacy to new products, and (xi) risks associated with the development, marketing and sale of new software products. Amplification of such risks may be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003. The Company does not intend to update publicly any forward-looking statements.


Results of Operations for the Three Months Ended March 31, 2004 as Compared to the Three Months Ended March 31, 2003

Total revenues for the three months ended March 31, 2004 were $9,320,000, an increase of $1,133,000 or 13.8% from the same period a year ago. The change in revenues reflects quarter over quarter increases of $444,000 or 15.3% in the Blood Bank Division, $397,000 or 10.0% in the Pharmacy Division, $166,000 or 37.0% in the Operating Room Division, and $126,000 or 14.4% in the JAC Division.

System sales, which include proprietary software, third party software and hardware sales, for the three months ended March 31, 2004 were $3,333,000, an increase of $435,000 or 15.0% from the same period a year ago. The Blood Bank Division reported system sales of $601,000 for the three months ended March 31, 2004, an increase of $91,000 or 17.8% over the same period a year ago. The increase reflects new customers along with the continued initial migration by the Division's installed customer base from legacy systems to its new transfusion blood bank software solution, HCLLä .. During the quarter, the Company modified its marketing approach to the customer migration plan. This was done to accommodate customer capital budget cycles, and while the change had the effect of delaying migration revenue, management believes, but cannot assure, that the change will benefit the long-term market opportunity and provide better customer satisfaction. The Pharmacy Division reported system sales of $2,239,000 for the three months ended March 31, 2004, an increase of $452,000 or 25.3% over the same period a year ago. The increase primarily reflects sales relating to a database upgrade required for all installed base users completed during the quarter. This was partially offset by a decrease of WORxä licenses related to less migration activity of the Division's installed customer base from legacy systems to the WORx software solution compared to the prior year. The Operating Room Division reported system sales of $204,000 for the three months ended March 31, 2004, an increase of $27,000 or 15.3% over the same period a year ago. The increase reflects the continued marketing efforts for the Division's Perioperative Solutionsä product. The JAC Division reported system sales of $289,000 for the three months ended March 31, 2004, a decrease of $135,000 or 31.8% over the same period a year ago. The decrease reflects less migration activity during the 2004 period as the Division approaches completion of its installed customer base migration. Management believes, but cannot give any assurance, that system sales of HCLL, MediCOEä , MediMARä and Perioperative Solutions will increase as the Company further develops its marketing strategies for these products.

Service revenues, which include recurring software support, implementation, training and validation services, were $5,987,000 during the three months ended March 31, 2004, an increase of $698,000 or 13.2% from the same period a year ago. The Blood Bank Division reported service revenues of $2,739,000, an increase of $353,000 or 14.8% over the same period a year ago. The Pharmacy Division reported service revenues of $2,128,000 for the three months ended March 31, 2004, a decrease of $55,000 or 2.5% from the same period a year ago. The Operating Room Division reported service revenues of $411,000 for the three months ended March 31, 2004, an increase of $139,000 or 51.1% over the same period a year ago. The JAC Division reported service revenues of $709,000 for the three months ended March 31, 2004, an increase of $261,000 or 58.3% over the same period a year ago. The increases for the Blood Bank, Operating Room and JAC Divisions reflect additional implementation and installation activ ities relating to sales completed during the first and second quarter of fiscal year 2004 along with increases in annual support renewal rates. Management believes, but cannot give any assurance, that as system sales continue to increase, corresponding service revenues will also increase.

Cost of systems includes the cost of computer hardware and sublicensed software purchased from computer and software manufacturers as part of a complete system offering and excludes amortization of capitalized software. Cost of systems was $876,000 for the three months ended March 31, 2004, an increase of $107,000 or 13.9% over the same period a year ago. The gross margin on system sales was 73.7% and 73.5% for the three months ended March 31, 2004 and 2003, respectively. These margins can fluctuate as the mix of revenue varies between high margin proprietary software and lower margin computer hardware and sublicensed software components.

Cost of services includes the salaries and direct expenses of the client service function. Cost of services was $2,034,000 for the three months ended March 31, 2004, an increase of $370,000 or 22.2% over the same period a year ago. The gross margin on service revenue was 66.0% and 68.5% for the three months ended March 31, 2004 and 2003, respectively. The increase in cost of services and the decline in gross margin on service revenues reflect increases in implementation personnel and related training costs as the Company increases staff levels to address the rollout of the HCLL, MediMAR, and MediCOE products. Management believes, but cannot assure, that demand for its contracted services will be strong and that cost of services as a percentage of service revenue will remain consistent.

Amortization of capitalized software was $936,000 for the three months ended March 31, 2004, an increase of $455,000 or 94.6% over the same period a year ago. The increase is primarily due to increased amortization of capitalized software costs related to the Blood Bank Division's transfusion product, HCLL, which reached commercialization in the fourth quarter of fiscal 2003 as well as amortization of capitalized software costs related to the MediCOE product released by the Pharmacy Division during the first quarter of fiscal year 2004.

Software development costs include non-capitalized salaries, consulting, documentation, office and other related expenses incurred in product development activities. Software development costs were $786,000 for the three months ended March 31, 2004, an increase of $108,000 or 15.9% over the same period a year ago. Total expenditures for software development, including both capitalized and non-capitalized portions and excluding amortization of capitalized software, were $2,163,000 for the three months ended March 31, 2004, an increase of $213,000 or 10.9% over the same period a year ago. The increase primarily reflects increases of $276,000 and $70,000 in expenditures in the Pharmacy Division and the JAC Division, respectively, partially offset by reductions of $19,000 and $114,000 in the Blood Bank Division and Operating Room Division, respectively. The increased software development expenditures in the Pharmacy Division reflect continued investment in the MediCOE and MediMAR developme nt projects.

Selling, general and administrative ("SG&A") expenses include marketing and sales salaries, commissions, travel and advertising expenses. Also included is bad debt expense; legal, accounting and professional fees; salaries and bonus and insurance expenses; utilities, rent, communications and other office expenses; and other related direct administrative expenses. SG&A for the three months ended March 31, 2004 was $3,848,000, an increase of $884,000 or 29.8% over the same period a year ago. The increase primarily reflects higher commissions associated with increased revenues; increased legal expense related to customer contracting, general business issues and employee and employment issues; marketing expenses for the Company's new products, and a rise in general business and medical insurance expenses. Management anticipates, but cannot assure, a continued rise in SG&A expenses, exclusive of legal expenses, as it continues to enhance the Company's resources and infrastructur e to support anticipated growth trends.

Net income was $561,000 for the three months ended March 31, 2004, compared to $999,000 in the same period a year ago.


Results of Operations for the Nine Months Ended March 31, 2004 as Compared to the Nine Months Ended March 31, 2003

Total revenues for the nine months ended March 31, 2004 were $27,440,000, an increase of $3,262,000 or 13.5% from the same period a year ago. The change in revenues reflects increases of $3,227,000 or 41.0% in the Blood Bank Division, $594,000 or 45.5% in the Operating Room Division, and $144,000 or 6.6% in the JAC Division; partially offset by a decrease of $703,000 or 5.5% in the Pharmacy Division.

System sales for the nine months ended March 31, 2004 were $9,173,000, a decrease of $320,000 or 3.4% from the same period a year ago. The Blood Bank Division reported system sales of $2,850,000 for the nine months ended March 31, 2004, an increase of $1,490,000 or 109.6% over the same period a year ago. The increase reflects new customers along with the continued initial migration by the Division's installed customer base from legacy systems to its new transfusion blood bank software solution, HCLL. The Pharmacy Division reported system sales of $5,046,000 for the nine months ended March 31, 2004, a decrease of $1,676,000 or 24.9% over the same period a year ago. The decrease in Pharmacy Division system sales reflects two significant Integrated Delivery Network contracts signed during the first quarter of fiscal 2003. During the first quarter of fiscal 2004, the Pharmacy Division successfully released and subsequently signed its initial contract for its MediCOE product. MediCOE all ows clinicians to enter medication orders and manage drug therapy directly into the Pharmacy Division's WORx product using internet technology. The Operating Room Division reported system sales of $681,000 for the nine months ended March 31, 2004, an increase of $204,000 or 42.8% over the same period a year ago. The increase reflects the continued marketing efforts of the Division's Perioperative Solutions product. The JAC Division reported system sales of $596,000 for the nine months ended March 31, 2004, a decrease of $338,000 or 36.2% over the same period a year ago. The decrease reflects less migration activity during the 2004 period as the Division approaches completion of its installed customer base migration. Management believes, but cannot give any assurance, that system sales of Perioperative Solutions, MediCOE, MediMAR and HCLL will continue to increase as a result of continued marketing efforts for these products by the Company.

Service revenues for the nine months ended March 31, 2004 were $18,267,000, an increase of $3,582,000 or 24.4% from the same period a year ago. The Blood Bank Division reported service revenues of $8,250,000 for the nine months ended March 31, 2004, an increase in service revenues of $1,737,000 or 26.7% over the same period a year ago. The increase reflects an increase in annual support fees and an increase in implementation and installation activities. The Pharmacy Division reported service revenues of $7,065,000 for the nine months ended March 31, 2004, an increase of $973,000 or 16.0% over the same period a year ago. The increase reflects an increase in implementation and installation activities. The Operating Room Division reported service revenues of $1,218,000 for the nine months ended March 31, 2004, an increase of $390,000 or 47.1% over the same period a year ago. The increase reflects additional implementation and installation activities. The JAC Division reported service revenues of $1,734,000 for the nine months ended March 31, 2004, an increase of $482,000 or 38.5% over the same period a year ago. The increase reflects additional implementation and installation activities.

Cost of systems for the nine months ended March 31, 2004 was $1,978,000, an increase of $7,000 or 0.4% from the same period a year ago. The gross margin on system sales was 78.4% and 79.2% for the nine months ended March 31, 2004 and 2003, respectively. These margins can fluctuate as the mix of revenue varies between high margin proprietary software and lower margin computer hardware and sublicensed software components.

Cost of services for the nine months ended March 31, 2004 were $5,528,000, an increase of $862,000 or 18.5% from the same period a year ago. The gross margin on service revenue was 69.7% and 68.2% during the nine months ended March 31, 2004 and 2003, respectively. The increase in cost of services reflects increases in implementation personnel and related training costs as the Company increases staff levels in preparation of the rollout of its MediMAR, MediCOE and HCLL products.

Amortization of capitalized software for the nine months ended March 31, 2004 was $2,694,000, an increase of $1,293,000 or 92.3% from the same period a year ago. This increase is primarily due to increased amortization of capitalized software costs related to the Blood Bank Division's transfusion product (HCLL) which reached commercialization in the fourth quarter of fiscal 2003 as well as amortization of capitalized software costs related to the MediCOE product released by the Pharmacy Division during the first quarter of fiscal year 2004.

Software development costs for the nine months ended March 31, 2004 were $2,351,000, an increase of $112,000 or 5.0% from the same period a year ago. Total expenditures for software development, including both capitalized and non-capitalized portions and excluding amortization of capitalized software, were $6,596,000 during the nine months ended March 31, 2004, an increase of $696,000 or 11.8% from the same period a year ago. This increase primarily reflects increases of $1,070,000 and $127,000 in expenditures in the Pharmacy Division and the JAC Division, respectively, partially offset by decreases of $172,000 and $329,000 in the Blood Bank Division and Operating Room Division, respectively. The increased software development expenditures in the Pharmacy Division reflect continued investment in the MediCOE and MediMAR development projects.

SG&A expenses for the nine months ended March 31, 2004 were $10,666,000, an increase of $1,349,000 or 14.5% over the same period a year ago. The increase primarily reflects higher commissions associated with increased revenues; increased legal expense related to customer contracting, general business issues and employee and employment issues; marketing expenses for the Company's new products, and a rise in general business and medical insurance expenses. Management anticipates, but cannot assure, a continued rise in SG&A expenses as it continues to enhance the Company's resources and infrastructure to support anticipated growth trends.

During the quarter ended December 31, 2002 of fiscal 2003, the Company received $614,000 arising out of the class action settlement of In re First DataBank Direct Antitrust Litigation (the "Class Action"). This amount excluded professional, legal fees, and other Company borne expenses associated with this action, all of which were expensed. The Class Action was brought on behalf of persons who purchased electronic drug information databases containing clinical, pricing, or other information on prescription or non-prescription pharmaceutical drugs or services, products or software related thereto (collectively, the "Drug Information Databases") directly from First DataBank, Inc. in the United States. The actions alleged violations of the antitrust laws with respect to the pricing of the Drug Information Databases. As a purchaser of Drug Information Databases from the defendants in the Class Action, the Company was entitled to participate in the court-approved settleme nt. This settlement represented partial reimbursement of prior period operating costs.

Net income for the nine months ended March 31, 2004 was $2,732,000 compared to $3,220,000 in the same period a year ago. Net income in the prior year includes pre-tax proceeds of $614,000 from the Class Action settlement previously discussed.


Liquidity and Capital Resources

As of March 31, 2004, the Company had cash and cash equivalents of $9,171,000 compared to cash and cash equivalents of $7,525,000 at June 30, 2003. At March 31, 2004, working capital was $8,162,000 and the current ratio was 1.65:1 compared to $4,241,000 and 1.37:1 at June 30, 2003.

Cash provided by operating activities was $5,657,000 during the first nine months of fiscal year 2004 compared to $6,599,000 during the same period a year ago. The decrease in cash provided by operating activities primarily reflects a decrease in net income due to the settlement received in the prior fiscal year and discussed more fully above, a rise in accounts receivable resulting from increased revenues in the current fiscal year and a decrease in the deferred tax provision, and partially offset by an increase in the amortization of capitalized software development costs.

Cash used in investing activities was $4,918,000 and $4,191,000 during the nine months ended March 31, 2004 and 2003, respectively, reflecting the Company's ongoing investment in software development projects and the acquisition of fixed assets. Of amounts invested, the Company capitalized $4,245,000 and $3,661,000 of product development costs during the nine months ended March 31, 2004 and 2003, respectively.

Cash pro