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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



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 No.: 000-22073



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Daou Systems, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 33-0284454                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



412 Creamery Way,
Suite 300

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)



(610) 594-2700

(Registrants telephone number, including area code)



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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 ̈



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



The number of shares of Registrants Common Stock, par value $.001 per
share, outstanding as of July 30, 2004: 21,788,711.



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##### Table of Contents

Daou Systems, Inc.



Index to Form 10-Q



|         |  |                                                                                                          |  |     
|-------- |  | -------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                          |  | Page
|PART I.  |  | FINANCIAL INFORMATION                                                                                    |  |     
|         |  |                                                                                                         
|Item 1.  |  | Condensed Financial Statements                                                                           |  | 2   
|         |  |                                                                                                         
|         |  | Condensed Balance Sheets at June 30, 2004 (unaudited) and December 31, 2003                              |  | 2   
|         |  |                                                                                                         
|         |  | Condensed Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2004 and 2003 |  | 3   
|         |  |                                                                                                         
|         |  | Condensed Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2004 and 2003           |  | 4   
|         |  |                                                                                                         
|         |  | Notes to Condensed Financial Statements (unaudited)                                                      |  | 5   
|         |  |                                                                                                         
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                    |  | 10  
|         |  |                                                                                                         
|Item 3.  |  | Quantitative and Qualitative Disclosure about Market Risk                                                |  | 16  
|         |  |                                                                                                         
|Item 4.  |  | Controls and Procedures                                                                                  |  | 16  
|         |  |                                                                                                         
|PART II. |  | OTHER INFORMATION                                                                                        |  | 18  
|         |  |                                                                                                         
|Item 1.  |  | Legal Proceedings                                                                                        |  | 18  
|         |  |                                                                                                         
|Item 2.  |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                         |  | 19  
|         |  |                                                                                                         
|Item 3.  |  | Defaults Upon Senior Securities                                                                          |  | 19  
|         |  |                                                                                                         
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                      |  | 19  
|         |  |                                                                                                         
|Item 5.  |  | Other Information                                                                                        |  | 19  
|         |  |                                                                                                         
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                         |  | 20  
|         |  |                                                                                                         
|         |  | SIGNATURES                                                                                               |  | 21  



1



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. CONDENSED FINANCIAL STATEMENTS



Daou Systems, Inc.

Condensed Balance Sheets

(In thousands, except for per share data)



|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                                   |  | June 30, 2004(unaudited) |         |   | December 31,2003 |  
|Assets                                                                                                                                                                                                                                             |  |                          |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                                                                                    |  |                          |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                          |  | $                        | 10,926  |   |                  | $ | 13,045  |  
|Investments, available-for-sale                                                                                                                                                                                                                    |  |                          | 109     |   |                  |   | 102     |  
|Accounts receivable, net of allowance for doubtful accounts of $805 and $789 at June 30, 2004 and December 31, 2003,
respectively                                                                                                                  |  |                          | 6,229   |   |                  |   | 8,226   |  
|Contract work in progress                                                                                                                                                                                                                          |  |                          | 151     |   |                  |   | 1,457   |  
|Other current assets                                                                                                                                                                                                                               |  |                          | 745     |   |                  |   | 640     |  
|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                               |  |                          | 18,160  |   |                  |   | 23,470  |  
|                                                                                                                                                                                                                                                   |  |                         
|Equipment, furniture and fixtures, net                                                                                                                                                                                                             |  |                          | 1,092   |   |                  |   | 1,144   |  
|Other assets                                                                                                                                                                                                                                       |  |                          | 569     |   |                  |   | 614     |  
|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|Total Assets                                                                                                                                                                                                                                       |  | $                        | 19,821  |   |                  | $ | 25,228  |  
|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                               |  |                          |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                                                               |  |                          |         |   |                  |   |         |  
|Accounts payable and other accrued liabilities                                                                                                                                                                                                     |  | $                        | 1,687   |   |                  | $ | 2,171   |  
|Accrued salaries and benefits                                                                                                                                                                                                                      |  |                          | 2,219   |   |                  |   | 4,063   |  
|Deferred revenue                                                                                                                                                                                                                                   |  |                          | 220     |   |                  |   | 1,426   |  
|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                          |  |                          | 4,126   |   |                  |   | 7,660   |  
|                                                                                                                                                                                                                                                   |  |                         
|Long-term liabilities                                                                                                                                                                                                                              |  |                          | 475     |   |                  |   | 523     |  
|                                                                                                                                                                                                                                                   |  |                         
|Commitments and contingencies                                                                                                                                                                                                                      |  |                          |        |   |                  |   |        |  
|                                                                                                                                                                                                                                                   |  |                         
|Stockholders equity:                                                                                                                                                                                                                              |  |                          |         |   |                  |   |         |  
|Convertible preferred stock, $.001 par value. Authorized 3,520 shares; issued and outstanding 2,182 shares with a liquidation preference of
$16,989 and $16,256, respectively, at June 30, 2004 and December 31, 2003, including accrued dividends |  |                          | 2       |   |                  |   | 2       |  
|Common stock, $.001 par value. Authorized 50,000 shares; issued and outstanding 21,781 and 21,583 shares at June 30, 2004 and December 31,
2003, respectively and 1,292 shares held in treasury                                                    |  |                          | 22      |   |                  |   | 22      |  
|Additional paid-in capital                                                                                                                                                                                                                         |  |                          | 56,702  |   |                  |   | 55,936  |  
|Notes receivable from stockholders                                                                                                                                                                                                                 |  |                          | (1,160  | ) |                  |   | (1,160  | )
|Accumulated other comprehensive loss                                                                                                                                                                                                               |  |                          | (22     | ) |                  |   | (29     | )
|Accumulated deficit                                                                                                                                                                                                                                |  |                          | (40,324 | ) |                  |   | (37,726 | )
|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                                                                         |  |                          | 15,220  |   |                  |   | 17,045  |  
|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|Total Liabilities and Stockholders Equity                                                                                                                                                                                                         |  | $                        | 19,821  |   |                  | $ | 25,228  |  
|                                                                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  



See accompanying
notes to the condensed financial statements.



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##### Table of Contents

Daou Systems, Inc.

Condensed Statements of Operations

(In thousands, except for per share data)

(unaudited)



|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                    |  | Three Months Ended June 30, |        |   | Six Months Ended June 30, |  
|                                                    |  | 2004                        |        |   | 2003                      |   |        | 2004 |  |   | 2003   |  
|Revenue before reimbursements (net revenue)         |  | $                           | 6,643  |   |                           | $ | 11,202 |      |  | $ | 15,481 |   |  | $ | 22,419 |  
|Out-of-pocket reimbursements                        |  |                             | 595    |   |                           |   | 915    |      |  |   | 1,304  |   |  |   | 1,845  |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total revenue                                       |  |                             | 7,238  |   |                           |   | 12,117 |      |  |   | 16,785 |   |  |   | 24,264 |  
|                                                    |  |                             |        |  
|Cost of revenue before reimbursable expenses        |  |                             | 4,888  |   |                           |   | 7,089  |      |  |   | 12,010 |   |  |   | 14,784 |  
|Out-of-pocket reimbursable expenses                 |  |                             | 595    |   |                           |   | 915    |      |  |   | 1,304  |   |  |   | 1,845  |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total cost of revenue                               |  |                             | 5,483  |   |                           |   | 8,004  |      |  |   | 13,314 |   |  |   | 16,629 |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                        |  |                             | 1,755  |   |                           |   | 4,113  |      |  |   | 3,471  |   |  |   | 7,635  |  
|                                                    |  |                             |        |  
|Operating expenses:                                 |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Sales and marketing                                 |  |                             | 810    |   |                           |   | 1,220  |      |  |   | 1,967  |   |  |   | 2,305  |  
|General and administrative                          |  |                             | 1,944  |   |                           |   | 2,070  |      |  |   | 3,457  |   |  |   | 3,885  |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|                                                    |  |                             | 2,754  |   |                           |   | 3,290  |      |  |   | 5,424  |   |  |   | 6,190  |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|(Loss) income from operations                       |  |                             | (999   | ) |                           |   | 823    |      |  |   | (1,953 | ) |  |   | 1,445  |  
|Other income, net                                   |  |                             | 45     |   |                           |   | 50     |      |  |   | 88     |   |  |   | 102    |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|(Loss) income before income taxes                   |  |                             | (954   | ) |                           |   | 873    |      |  |   | (1,865 | ) |  |   | 1,547  |  
|Provision for income taxes                          |  |                             |       |   |                           |   | 15     |      |  |   |       |   |  |   | 15     |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net (loss) income                                   |  |                             | (954   | ) |                           |   | 858    |      |  |   | (1,865 | ) |  |   | 1,532  |  
|Accrued dividends on preferred stock                |  |                             | (369   | ) |                           |   | (302   | )    |  |   | (733   | ) |  |   | (600   | )
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net (loss) income available to common stockholders  |  | $                           | (1,323 | ) |                           | $ | 556    |      |  | $ | (2,598 | ) |  | $ | 932    |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|(Loss) earnings per share:                          |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic                                               |  | $                           | (0.06  | ) |                           | $ | 0.03   |      |  | $ | (0.12  | ) |  | $ | 0.05   |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Diluted                                             |  | $                           | (0.06  | ) |                           | $ | 0.02   |      |  | $ | (0.12  | ) |  | $ | 0.04   |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Shares used in computing (loss) earnings per share: |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic                                               |  |                             | 21,675 |   |                           |   | 20,813 |      |  |   | 21,506 |   |  |   | 20,686 |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Diluted                                             |  |                             | 21,675 |   |                           |   | 26,324 |      |  |   | 21,506 |   |  |   | 26,127 |  
|                                                    |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  



See accompanying
notes to the condensed financial statements.



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##### Table of Contents

Daou Systems, Inc.

Condensed Statements of Cash Flows

(In thousands)

(unaudited)



|                                                                                     |  |                           |        |   |      |   |        |  
|------------------------------------------------------------------------------------ |  | ------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                     |  | Six Months Ended June 30, |       
|                                                                                     |  | 2004                      |        |   | 2003 |  
|Operating activities                                                                 |  |                           |        |   |      |   |        |  
|Net (loss) income                                                                    |  | $                         | (1,865 | ) |      | $ | 1,532  |  
|Adjustments to reconcile net (loss) income to net cash used in operating activities: |  |                           |        |   |      |   |        |  
|Depreciation and amortization                                                        |  |                           | 310    |   |      |   | 361    |  
|Amortization of deferred compensation                                                |  |                           | 40     |   |      |   | 54     |  
|Provision for uncollectible accounts                                                 |  |                           | 26     |   |      |   | 93     |  
|Non cash compensation charge                                                         |  |                           |       |   |      |   | 10     |  
|Changes in operating assets and liabilities:                                         |  |                           |        |   |      |   |        |  
|Accounts receivable                                                                  |  |                           | 1,971  |   |      |   | (821   | )
|Contract work in process                                                             |  |                           | 1,306  |   |      |   | 1,891  |  
|Other current assets                                                                 |  |                           | (112   | ) |      |   | (284   | )
|Accounts payable and accrued liabilities                                             |  |                           | (576   | ) |      |   | (2,689 | )
|Accrued salaries and benefits                                                        |  |                           | (1,844 | ) |      |   | (849   | )
|Deferred revenue                                                                     |  |                           | (1,206 | ) |      |   | (315   | )
|Other                                                                                |  |                           | 29     |   |      |   | 43     |  
|                                                                                     |  |                           |        |   |      |   |        |  
|Net cash used in operating activities                                                |  |                           | (1,921 | ) |      |   | (974   | )
|                                                                                     |  |                          
|Investing activities                                                                 |  |                           |        |   |      |   |        |  
|Purchases of equipment, furniture and fixtures, net                                  |  |                           | (258   | ) |      |   | (156   | )
|Changes in other assets                                                              |  |                           | 27     |   |      |   | (18    | )
|                                                                                     |  |                           |        |   |      |   |        |  
|Net cash used in investing activities                                                |  |                           | (231   | ) |      |   | (174   | )
|                                                                                     |  |                          
|Financing activities                                                                 |  |                           |        |   |      |   |        |  
|Proceeds from issuance of common stock                                               |  |                           | 33     |   |      |   | 9      |  
|                                                                                     |  |                           |        |   |      |   |        |  
|Net cash provided by financing activities                                            |  |                           | 33     |   |      |   | 9      |  
|                                                                                     |  |                          
|Decrease in cash and cash equivalents                                                |  |                           | (2,119 | ) |      |   | (1,139 | )
|Cash and cash equivalents at beginning of period                                     |  |                           | 13,045 |   |      |   | 12,319 |  
|                                                                                     |  |                           |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                           |  | $                         | 10,926 |   |      | $ | 11,180 |  
|                                                                                     |  |                           |        |   |      |   |        |  



See accompanying
notes to the condensed financial statements.



4



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##### Table of Contents

Daou Systems, Inc.

Notes to Condensed Financial Statements

(unaudited)



1. Basis of Presentation



The unaudited condensed financial statements of Daou Systems, Inc. (Daou or the Company) at June 30, 2004 and for the three- and six-month periods
ended June 30, 2004 and 2003 have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all information and footnotes required by GAAP for a
complete set of financial statements. These financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary to present fairly the financial position of the Company at June
30, 2004 and the results of operations for the three- and six-month periods ended June 30, 2004 and 2003. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the year
ending December 31, 2004. The Company has experienced significant quarterly fluctuations in operating results and it expects that these fluctuations will continue. The balance sheet at December 31, 2003 has been derived from the audited financial
statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.



The financial statements and related disclosures have been prepared with the presumption that users of the interim financial information
have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial statements and the related notes thereto contained in the
Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 30, 2004.



2. Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and
assumptions about the future that affect the amounts reported in the financial statements and disclosures made in the accompanying notes of the financial statements. The actual results could differ from those estimates.



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##### Table of Contents

Daou Systems, Inc.

Notes to Condensed Financial Statements

(unaudited)



3. Earnings Per Share



The following table details the computation of basic and diluted earnings per share:



(In thousands, except per share information)



|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|----------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                            |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                                                            |  | 2004                       |        |   | 2003                     |   |        | 2004 |  |   | 2003   |  
|Numerator:                                                                                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net (loss) income                                                                                           |  | $                          | (954   | ) |                          | $ | 858    |      |  | $ | (1,865 | ) |  | $ | 1,532  |  
|Preferred stock dividends                                                                                   |  |                            | 369    |   |                          |   | 302    |      |  |   | 733    |   |  |   | 600    |  
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Numerator for basic and diluted (loss) earnings per share  (loss) income available common stockholders     |  | $                          | (1,323 | ) |                          | $ | 556    |      |  | $ | (2,598 | ) |  | $ | 932    |  
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Denominator:                                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Weighted-average common shares outstanding                                                                  |  |                            | 21,744 |   |                          |   | 21,787 |      |  |   | 21,680 |   |  |   | 21,778 |  
|Weighted-average unvested common shares subject to repurchase agreements                                    |  |                            | (69    | ) |                          |   | (974   | )    |  |   | (174   | ) |  |   | (1,092 | )
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Denominator for basic (loss) earnings per share                                                             |  |                            | 21,675 |   |                          |   | 20,813 |      |  |   | 21,506 |   |  |   | 20,686 |  
|                                                                                                            |  |                            |        |  
|Effect of dilutive securities:                                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Unvested common shares subject to repurchase agreements                                                     |  |                            |       |   |                          |   | 974    |      |  |   |       |   |  |   | 1,092  |  
|Employee stock options                                                                                      |  |                            |       |   |                          |   | 1,067  |      |  |   |       |   |  |   | 891    |  
|Warrants                                                                                                    |  |                            |       |   |                          |   | 3,470  |      |  |   |       |   |  |   | 3,458  |  
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Dilutive potential common shares                                                                            |  |                            |       |   |                          |   | 5,511  |      |  |   |       |   |  |   | 5,441  |  
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Denominator for diluted (loss) earnings per share  adjusted weighted-average common shares and equivalents |  |                            | 21,675 |   |                          |   | 26,324 |      |  |   | 21,506 |   |  |   | 26,127 |  
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic (loss) earnings per share                                                                             |  | $                          | (0.06  | ) |                          | $ | 0.03   |      |  | $ | (0.12  | ) |  | $ | 0.05   |  
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Diluted (loss) earnings per share                                                                           |  | $                          | (0.06  | ) |                          | $ | 0.02   |      |  | $ | (0.12  | ) |  | $ | 0.04   |  
|                                                                                                            |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  



For the three-and-six-month periods
ending June 30, 2004, diluted loss per share is unchanged from basic loss per share because the effects of the assumed conversions of Series A Preferred Stock, stock options and warrants would be anti-dilutive.



Options to purchase an additional 2,508,729 and 2,726,229 shares of common stock were
outstanding during the three-and-six- month periods ended June 30, 2003, respectively, but were not included in the computation of diluted earnings per share for their respective periods because the options exercise prices were greater than
the average market price of the common shares and, therefore, the effect would be anti-dilutive. In addition, the Series A Preferred Stock and accrued dividends were excluded from diluted earnings per share for the three- and six-month periods
ending June 30, 2003 as the assumed conversion is anti-dilutive.



6



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##### Table of Contents

Daou Systems, Inc.

Notes to Condensed Financial Statements

(unaudited)



4. Stock-Based Compensation



The Company has stock-based employee compensation plans. The Company applies the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for those plans. Pro forma information regarding net income and earnings per share is required by SFAS
No. 123, Accounting for Stock-Based Compensation, and has been determined as if the Company had accounted for its stock plans under the fair value method of SFAS No. 123. For purposes of the pro forma disclosures, the estimated fair
value of the options is amortized to expense over the options vesting periods. The following table illustrates the effect on net income available to common shareholders and earnings per share if the Company had applied the fair value
recognition provisions of SFAS No. 123:



|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ---- | ---- |  | - | ------ | - |  | - | ---- | -
|                                                                                                                 |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                                                                 |  | 2004                       |        |   | 2003                     |   |      | 2004 |  |   | 2003   |  
|Net (loss) income available to common shareholders before stock-based employee compensation                      |  | $                          | (1,323 | ) |                          | $ | 556  |      |  | $ | (2,598 | ) |  | $ | 932  |  
|Add total stock-based employee compensation determined under APB No. 25                                          |  |                            |       |   |                          |   | 10   |      |  |   |       |   |  |   | 10   |  
|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|                                                                                                                 |  | $                          | (1,323 | ) |                          | $ | 566  |      |  | $ | (2,598 | ) |  | $ | 942  |  
|Deduct total stock-based employee compensation determined under the fair value method for all awards, net of tax |  |                            | (50    | ) |                          |   | (237 | )    |  |   | (110   | ) |  |   | (554 | )
|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|Pro forma net (loss) income available to common shareholders                                                     |  | $                          | (1,373 | ) |                          | $ | 329  |      |  | $ | (2,708 | ) |  | $ | 388  |  
|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|(Loss) earnings per share:                                                                                       |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|Basic  as reported                                                                                              |  | $                          | (0.06  | ) |                          | $ | 0.03 |      |  | $ | (0.12  | ) |  | $ | 0.05 |  
|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|Diluted  as reported                                                                                            |  | $                          | (0.06  | ) |                          | $ | 0.02 |      |  | $ | (0.12  | ) |  | $ | 0.04 |  
|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|Basic  pro forma                                                                                                |  | $                          | (0.06  | ) |                          | $ | 0.02 |      |  | $ | (0.13  | ) |  | $ | 0.02 |  
|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  
|Diluted  pro forma                                                                                              |  | $                          | (0.06  | ) |                          | $ | 0.01 |      |  | $ | (0.13  | ) |  | $ | 0.01 |  
|                                                                                                                 |  |                            |        |   |                          |   |      |      |  |   |        |   |  |   |      |  



The fair value of options granted was
estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rate of 3%; dividend yield of 0%; volatility factors of the expected market price of the Companys
common stock of 82%; and a weighted-average expected life of the options of five years.



5. Restructuring Plan



The Company recorded restructuring charges for years prior to 2003 in accordance with SEC SAB No. 100, Restructuring And Impairment Charges, and EITF No. 94-3, Liability
Recognition For Certain Employee Termination Benefits And Other Costs To Exit An Activity (Including Certain Cost Incurred In A Restructuring). Effective January 1, 2003, the Company follows the provisions of SFAS 146, Accounting for Costs
Associated with Exit or Disposal Activities.



As of June 30, 2004, the
Companys remaining restructuring liability of $60,000 related to the closure of certain facilities. The future lease obligations relating to the closure of these facilities are payable through June 2005.



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Daou Systems, Inc.

Notes to Condensed Financial Statements

(unaudited)



6. Commitments



On June 29, 2004, the Companys Board of Directors approved a plan to transition from
Daniel J. Malcolm to Vincent K. Roach as Daous President and Chief Executive Officer. The planned transition was completed on July 19, 2004. In connection therewith, Mr. Malcolm will receive a severance payment defined in his employment
agreement with the Company equal to one years salary, payable semi-monthly, subject to acceleration in the event of a change-in-control of the Company. In addition, certain unvested stock options immediately vested. Mr. Malcolm provided a
general release and waiver of liability against the Company. In addition, Mr. Malcolm resigned from the Board of Directors effective July 19, 2004. The Company recorded a charge of $300,000 in the second quarter of 2004 related to this severance
obligation. This charge is included in general and administrative expenses.



Vincent K. Roach, former Executive Vice President, was promoted to the position of President and Chief Executive Officer, effective July 19, 2004. The Company and Mr. Roach are currently negotiating an amended employment agreement for Mr.
Roach.



7. Contingencies



On August 24, 1998, August 31, 1998, September 14, 1998 and September 23, 1998, four
separate complaints were filed against the Company and certain of its officers and directors in the United States District Court for the Southern District of California. On October 15, 2002, the Court granted the Companys Motion to Dismiss the
class action complaint, with prejudice. The plaintiffs timely noticed appeal and filed their Appellants Brief with the Ninth Circuit Court of Appeal on April 9, 2003. On July 2, 2003, Company filed its Respondents Brief and Cross-Appeal.
The Cross-Appeal challenges the trial courts failure to assess whether the complaint complied with applicable pleadings standards. After the Appeal and Cross-Appeal were fully briefed, oral arguments were heard before a panel in February 2004.
The Company is currently awaiting the courts decision, which is expected after the second quarter 2004.



As background, a group of shareholders were appointed the lead plaintiff in this federal litigation, and they filed a second amended consolidated class action complaint on January 21, 2000. Their second amended
complaint realleges that the Company improperly used the percentage-of-completion accounting method for revenue recognition. Claims are pleaded under both the 1933 Securities Act (relating to the Companys initial public offering)
and section 10b of the 1934 Securities Act. The complaint was brought on behalf of a purported class of investors who purchased the Companys Common Stock between February 13, 1997 and October 28, 1998, but it does not allege specific damage
amounts. A Motion to Dismiss the second amended consolidated class action complaint was filed on February 22, 2000. On March 27, 2002, the Court granted the Motion but extended to plaintiffs the opportunity to file a Third Amended Complaint. The
plaintiffs filed their Third Amended Complaint on May 16, 2002, to which the Company responded with another Motion to Dismiss. The Motion was filed on June 24, 2002 and challenged the legal sufficiency of the allegations. On October 15, 2002, the
Court granted that Motion, this time with prejudice. On October 7, 1998 and October 15, 1998, two separate complaints were filed in the Superior Court of San Diego County, California. These state court complaints mirror the allegations set forth in
the federal complaints. They also assert claims for common law fraud and the violation of certain California statutes. As with their federal counterparts, they do not allege specific damage amounts. On April 1, 1999, a Consolidated Amended Class
Action was filed on behalf of the same state court plaintiffs, and this new complaint alleges the same factual basis as is asserted in the federal litigation. The state litigation pleads claims for fraud and violations of certain California
Corporation Code provisions By stipulation of the parties and order of the court, this state court litigation was stayed pending the outcome of the motion to dismiss the federal lawsuits. The Company believes that the allegations set forth in the
federal and state complaints are without merit, and the Company intends to defend



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Daou Systems, Inc.

Notes to Condensed Financial Statements

(unaudited)



7. Contingencies (continued)



against these lawsuits vigorously. No assurance as to the outcome of this matter can be
given, however, and an unfavorable resolution of this matter could have a material adverse effect on the Companys business, results of operations, and financial condition.



On February 27, 2002, a Complaint was filed against certain of the Companys former officers and directors as well as DAOU On-Line,
Inc. in the Superior Court of New Jersey located in Bergen County. A First Amended Complaint was filed on March 1, 2002, adding the Company and its former Chief Financial Officer as parties-defendant. The gravaman of the First Amended Complaint is
two-fold. First, it alleges that the Companys financial statements were misleading and fraudulently induced the plaintiff to merge his company with the Company. Second, the First Amended Complaint alleges breach of an indemnification and
severance agreement obligating the Company to defend the plaintiff in a lawsuit filed by Traci Melia, a former employee. Neither the Complaint nor the First Amended Complaint alleges specific damage amounts.



The Company filed a Motion to Dismiss the First Amended Complaint on April 24, 2002. The
Court conducted a hearing on June 7, 2002 and granted the motion. On July 23, 2002, plaintiffs filed a Notice of Appeal, but later abandoned their appeal in favor of refiling their lawsuit in San Diego County Superior Court. The parties stipulated
to a stay of this lawsuit and submission of the matter to arbitration before the American Arbitration Association. The court approved that stipulation and stayed all proceedings by order dated July 22, 2003. On October 6, 2003, plaintiffs filed a
Statement of Claim with the American Arbitration Association, the gravaman of which is the same as the former complaint filed in Bergen County, New Jersey and San Diego County Superior Court. The Statement of Claim alleges compensatory damages in
the amount of $1,094,600 and also prays for punitive damages as well as attorneys fees and costs. On December 3, 2003, the Company filed an answer to the Statement of Claim, generally denying the allegations and alleging certain affirmative
defenses. All parties agreed to the appointment of an arbitrator. A preliminary hearing was conducted on February 3, 2004, during which the parties agreed to the scope of written and oral discovery and how the arbitration would proceed. Arbitration
was set for July 26, 2004, however, the plaintiff requested, and was granted, a delay in the proceedings to October 2004. The Company believes that the allegations set forth in the Statement of Claim and its predecessor complaints are without merit,
and the Company intends to defend against the arbitration vigorously. No assurance as to the outcome of this matter can be given, however, and an unfavorable resolution of this matter could have a material adverse effect on the Companys
business, results of operations and financial condition.



The Company is party
to other various claims and legal actions arising in the normal course of business. Although the ultimate outcome of the matters is not presently determinable, management believes that the resolution of all such pending matters, net of amounts
accrued, will not have a material adverse affect on the Companys business, results of operations or financial condition; however, there can be no assurance that the ultimate resolution of these matters will not have a material impact on the
Companys results of operations in any period.



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



This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of Daou Systems, Inc. You should not place undue reliance on these
forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking statements usually contain the word estimate, anticipate, hope, believe, think,
expect, intend, plan or similar expressions, and are subject to numerous known and unknown risks and uncertainties. In evaluating such statements, you should carefully review various risks and uncertainties
identified in this report, including the matters set forth under the captions Risk Factors and in Daous other SEC filings, including those more fully set forth in the Risk Factors, Managements Discussion and
Analysis of Financial Condition and Results of Operations and other sections of Daous Form 10-K for the year ended December 31, 2003 on file with the SEC. These risks and uncertainties could cause Daous actual results to differ
materially from those indicated in the forward-looking statements. We do not undertake any obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.



Overview of the company



Daou provides integrated information technology (IT) solutions and services to the healthcare industry in the United States. The Company is
principally focused on providing IT services and solutions to healthcare providers, payers and health plans and government healthcare. Our services include application development and integration, application implementation and support, network
services, management consulting, business process redesign and best practices in help desk, break/fix and desktop support. We design and implement solutions to help healthcare organizations navigate the intersection of legacy systems with emerging
technologies, such as Web portals, wireless and other portable computing solutions.



On June 29, 2004, the Companys Board of Directors approved a plan to transition from Daniel J. Malcolm to Vincent K. Roach as Daous President and Chief Executive Officer. The planned transition was completed on July 19, 2004. In
connection therewith, Mr. Malcolm will receive a severance payment defined in his employment agreement with the Company equal to one years salary, payable semi-monthly, subject to acceleration in the event of a change-in-control of the
Company. In addition, certain unvested stock options immediately vested. Mr. Malcolm provided a general release and waiver of liability against the Company. In addition, Mr. Malcolm resigned from the Board of Directors effective July 19, 2004. The
Company recorded a charge of $300,000 in the second quarter of 2004 related to this severance obligation. This charge is included in general and administrative expenses.



Vincent K. Roach, former Executive Vice President, was promoted to the position of President and Chief Executive Officer, effective July 19,
2004. The Company and Mr. Roach are currently negotiating an amended employment agreement for Mr. Roach.



Overview of the IT industry and material trends impacting the Companys results of operations



In recent years, the healthcare industry has experienced a slow-down in consulting expenditures as fiscal constraints imposed by federal, state and commercial payers
reduced overall industry demand for new IT service consulting projects. Some of these forces and others negatively impacted the demand for certain of our services in the first and second quarters of 2004. Furthermore, changes in federal, state and
commercial payer reimbursement may continue to adversely affect the financial stability of our clients and may impact their ability to contract for and pay for professional services such as those offered by Daou.



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Our challenges in the second quarter 2004 were a result of the previously announced discontinuation of our support center
management services, the completion of a large network upgrade project, the continued softness in the demand for new implementations of financial and administrative software solutions in the payer market, and the delays and resulting decline in
activity with federal government healthcare. In the second quarter 2004, we sustained billable employees not engaged in contract work in education, training and professional development activities, thereby negatively impacting our gross margin, as
we began the process of diversifying our service offerings to include business process improvement consulting, wireless and mobile computing, and other related IT consulting services.



Market forces outside of our control will continue to be one of our major challenges in 2004. Fewer IT dollars are available to spend on our
services by payers and providers, causing prices for professional services to continue a downward push as a result of greater competition. Government spending on domestic health care initiatives is being delayed in favor of spending requirements
from the war efforts in Afghanistan and Iraq. However, we continue to invest in employee training, education and emerging technologies in anticipation of new business opportunities.



Key indicators of our financial condition and operating performance



Utilization of our professional staff, which is the ratio of total billable hours to available hours in a given period, and our ability to
manage fixed price contracts, are among our top challenges. We employed 103 billable professionals on June 30, 2004, down from 105 at March 31, 2004, 154 at December 31, 2003 and 163 at June 30, 2003. The salaries and benefits of this staff are
recognized in our cost of revenue before reimbursable expenses. Most non-billable employee salaries and benefits are recognized as a component of either selling or general and administrative expenses. While quarterly revenues declined by 41% in the
second quarter 2004 as compared to the second quarter 2003, we worked to balance maintaining enough experienced professionals ready to be deployed when the business opportunities were presented, making appropriate investments in education and
training of our employees to remain competitive, while striving to protect our gross margin.



Effective February 25, 2004, with the completion of our final contract, we discontinued providing support center management services to hospitals and Integrated Delivery Networks. Net revenue from this service line
represented approximately 11% of 2003 net revenue. We experienced the full impact of this decision on our revenue in the second quarter 2004.



Selling, general and administrative (SG&A) overhead expenses decreased in the second quarter 2004 by 16% compared to the second quarter 2003, however, these expenses
increased as a percentage of net revenue to 41% of net revenue. We had a one-time charge of $300,000 related to severance costs for our former Chief Executive Officer. We intend to reduce our general and administrative expenses by managing those
costs that are mostly controllable such as staffing, facilities, IT and operating systems in order to more closely align these costs with net revenue.



Characteristics of our revenue and expenses



We generate substantially all of our revenue from professional services, primarily on a time and expense project basis, under which revenue is recognized as
the services are performed. Billings for these services occur on a semi-monthly or monthly basis as specified by the contract with a particular customer. Our billing rates are commensurate with the healthcare-domain IT expertise, know-how and skills
of our people. Our time and expense projects generally range from three to six months, although certain projects have been for periods in excess of a year. Our network system and payer application system implementation engagements typically average
six months, but may vary depending on the size and complexity of the project.



We continue to provide some of our professional services on a fixed-fee basis. Revenue on fixed-fee contracts is recognized related to the level of service performed based upon the amount of labor cost incurred on the project versus the
total labor costs to complete the project. Our gross margin with respect to fixed fee contracts varies significantly depending on the percentage of such services consisting of the resale of third-party products (with respect to which we obtain a
lower margin) versus professional services.



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We bill our customers for out-of-pocket expenses, primarily travel and related expenses incurred with respect to services
provided to customers, and have adopted the provisions of the Emerging Issues Task Force (EITF) Topic D-103, Income Statement Characterization of Reimbursements for Out-of-Pocket Expenses Incurred, issued in November 2001.
EITF Topic D-103 states that reimbursements received for out of pocket expenses should be characterized as revenue on the income statement. The application of EITF Topic D-103 does not have an impact on current or previously reported net income
(loss) or net income (loss) per share. We will continue to use net revenue (revenue before reimbursements) and cost of revenue before reimbursable expenses to compute percentage and margin calculations, as well as for purposes of comparing the
results of operations for the three- and six-months ended June 30, 2004 to the three- and six-months ended June 30, 2003.



Payments received in advance of services performed are recorded as deferred revenue. Certain contract payment terms may result in customer billing occurring at a pace
slower than revenue recognition. The resulting revenue recognized in excess of amounts billed and project cost is included in contract work in progress on our balance sheet.



Cost of revenue primarily consists of all expenses that are directly attributable to our service lines and include the salaries, bonuses and
related benefits of our consultants as well as non-billable managers and support staff, subcontractor expenses, training costs and unit-specific office space costs. Our consultant-related costs are relatively fixed; therefore, fluctuations in our
gross margin may occur due to changes in project margins and utilization rates of our professional staff. We often continue to employ non-engaged employees in anticipation of commencement of a project. If delays in contract signing occur or projects
do not materialize, our gross margin could vary due to the associated loss of revenue to cover fixed labor costs.



Sales and marketing expenses primarily consist of the salaries, benefits, travel and other costs of our sales and marketing teams, as well as marketing initiatives and
business development expenses. General and administrative expenses primarily consist of the costs attributable to the support of our consultants, such as: investments in information systems, salaries, expenses and office space costs for executive
management, financial accounting, purchasing, administrative and human resources personnel, recruiting fees, legal and other professional services.



Results of Operations



The following table sets forth, for the periods indicated, certain statement of operations data as a percentage of net revenue:



|                                             |  |                             |    |  |                          |   |  |      |    |  |      |  
|-------------------------------------------- |  | --------------------------- | -- |  | ------------------------ | - |  | ---- | -- |  | ---- | -
|                                             |  | Three Months Ended June 30, |    |  | Six Months EndedJune 30, |  
|                                             |  | 2004                        |    |  | 2003                     |   |  | 2004 |    |  | 2003 |  
|Revenue before reimbursements (net revenue)  |  | 100                         | %  |  | 100                      | % |  | 100  | %  |  | 100  | %
|Cost of revenue before reimbursable expenses |  | 74                          |    |  | 63                       |   |  | 78   |    |  | 66   |  
|                                             |  |                             |    |  |                          |   |  |      |    |  |      |  
|Gross profit                                 |  | 26                          |    |  | 37                       |   |  | 22   |    |  | 34   |  
|Operating expenses:                          |  | 41                          |    |  | 29                       |   |  | 35   |    |  | 28   |  
|                                             |  |                             |    |  |                          |   |  |      |    |  |      |  
|(Loss) income from operations                |  | (15                         | )  |  | 8                        |   |  | (13  | )  |  | 6    |  
|Other income, net                            |  | 1                           |    |  |                         |   |  | 1    |    |  | 1    |  
|                                             |  |                             |    |  |                          |   |  |      |    |  |      |  
|Net (loss) income                            |  | (14                         | )% |  | 8                        | % |  | (12  | )% |  | 7    | %
|                                             |  |                             |    |  |                          |   |  |      |    |  |      |  



Three Months Ended June 30, 2004
and 2003



Our net revenue decreased 41% or $4.6 million to $6.6 million
for the three months ended June 30, 2004 from $11.2 million for the three months ended June 30, 2003. The decrease was primarily due to the discontinuation of our support center management services, the completion of a large network upgrade project,
the continued softness in the demand for new implementations of financial and administrative software solutions in the payer market, and the delays and resulting decline in our activity with federal government health care.



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Services to our five largest customers accounted for $2.0 million of net revenue for the three months ended June 30,
2004, representing 31% of total net revenue, with no one customer accounting for more than 10% of total net revenue. This compares to net revenue from the five largest customers for the three months ended June 30, 2003 totaling $5.6 million, or 50%
of total net revenue. With the discontinuation of our support center management services and the completion of large network upgrade projects, revenues are becoming less concentrated among a small group of customers.



Cost of revenue before reimbursable expenses decreased 31% or $2.2 million to $4.9 million
for the three months ended June 30, 2004 from $7.1 million for the three months ended June 30, 2003. This was attributable primarily to 1) a decrease in our billable workforce to 103 professionals in the second quarter 2004 from 163 in the second
quarter of 2003, and 2) a decrease in direct material costs by $0.7 million in the second quarter 2004 compared to the second quarter of 2003 as a result of the completion of a large network upgrade project at the end of the first quarter 2004.



Gross margin was 26% in the second quarter of 2004, compared to 37% in the
second quarter of 2003. We experienced lower margins on professional services related to infrastructure services, managed care system implementation services, and government healthcare integration services. Lower margins were attributable to
downward pricing pressure for professional IT services and lower utilization of professional staff as a result of weakening demand for these services.



Second quarter 2004 operating results reflected a reduced level of marketing and business development expenses as we attempt to lower our controllable costs as a result
of declining revenue. During the second quarter 2004, sales and marketing expenses decreased 34% or $400,000 to $800,000 for the three months ended June 30, 2004 from $1.2 million from the three months ended June 30, 2003.



General and administrative expenses decreased 6%, or $100,000, to $1.9 million for the three
months ended June 30, 2004 from $2.0 million for the three months ended June 30, 2003, as we continue to manage those costs that are mostly controllable such as staffing, facilities, and operational overhead. We had a one-time expense of $300,000 in
the period due to severance obligations to our former Chief Executive Officer.



Six Months Ended June 30, 2004 and 2003



Our net revenue
decreased 31% or $6.9 million to $15.5 million for the six months ended June 30, 2004 from $22.4 million for the six months ended June 30, 2003. The decrease was primarily due to the discontinuation of our support center management services, the
completion of a large network upgrade project, the continued softness in the demand for new implementations of financial and administrative software solutions in the payer market, and the delays and resulting decline in our activity with federal
government health care.



Services to our five largest customers accounted for
$5.8 million of net revenue for the six months ended June 30, 2004, representing 37% of total net revenue, with one customer accounting for 13% of total net revenue. This compares to net revenue from the five largest customers for the six months
ended June 30, 2003 totaling $10.6 million, or 47% of total net revenue. With the discontinuation of our support center management services and the completion of large network upgrade projects, revenues are becoming less concentrated among a small
group of customers.



Cost of revenue before reimbursable expenses decreased
19%, or $2.8 million, to $12 million on revenue of $15.5 million for the six months ended June 30, 2003, from $14.8 million on revenue of $22.4 million for the six months ended June 30, 2003. The decrease in cost of revenue was attributable
primarily to the reduction in our billable workforce. Additionally, we had a decrease in direct material costs of $300,000 in the period, and a decrease of $300,000 in third party sub-contractor costs.



Gross margin decreased to 22% for the six months ended June 30, 2004 compared to 34% for the
six months ended June 30, 2003. We experienced lower margins on professional services related to infrastructure services, managed



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care system implementation services and government healthcare integration services, offset by higher margins in our
support center management services as a result of final billings related to the completion of one large contract. Lower margins were attributable to downward pricing pressure for professional IT services and lower utilization of professional staff
as a result of weakening demand for these services.



Operating results
reflected a reduced level of marketing and business development expenses as we attempt to lower our controllable costs as a result of declining revenue. During the first six months of 2004, sales and marketing expenses decreased $300,000 to $2.0
million for the six months ended June 30, 2004 from $2.3 million for the six months ended June 30, 2003.



General and administrative expenses decreased 11%, or $400,000, to $3.5 million for the six months ended June 30, 2004 from $3.9 million for the six months ended June 30, 2003. General and administrative expenses for
the six months ended June 30, 2004 reflected savings in employee-related costs attributable to our decision in March 2004 to decrease the size of our administrative and management staff, and was partially offset by certain one-time expenses due to
severance obligations to our former Chief Executive Officer and other administrative and management staff. We expect to realize incremental savings in future periods as a result of these actions.



Income Taxes



We have a history of losses, which, for income tax purposes, generated sizeable federal and state tax net operating loss (NOL)
carryforwards, at December 31, 2003, of approximately $27.0 million and approximately $8.2 million, respectively. The federal loss carryforwards will expire beginning 2018 through 2022, and the state loss carryforwards expire from 2004 through 2022,
unless previously utilized. Pursuant to generally accepted accounting principles, we previously recorded a valuation allowance against the deferred tax asset associated with these NOL carryforwards as it is more likely than not that we will not be
able to utilize the NOL carryforwards to offset future taxes. Due to the size of the NOL carryforwards in relation to our history of unprofitable operations, we have not recognized any of this net deferred tax asset. It is possible that we could be
profitable in the future at levels which would cause us to conclude that it is more likely than not that we will be able to realize all or a portion of the NOL carryforwards. Upon reaching such a conclusion, we would record the estimated net
realizable value of the deferred tax asset at that time and would then begin to provide for income taxes at a rate equal to our combined federal and state effective rates, which we believe would approximate 40%. Subsequent revisions to the estimated
net realizable value of the deferred tax asset could cause our provision for income taxes to vary significantly from period to period.



Under Section 382 of the Internal Revenue Code, the annual use of our NOL carryforwards may be limited in the event of a cumulative change in ownership of more that 50%.
However, we currently do not believe such a limitation will have a material impact on the ultimate utilization of these carryforwards.



Liquidity and Capital Resources



On June 30, 2004, we had working capital of $14 million, a decrease of $1.8 million from $15.8 million on December 31, 2003. The decrease was primarily attributable to
the operating loss for the six months ended June 30, 2004.



For the six months
ended June 30, 2004, net cash used by operating activities was $1.9 million, compared to net cash used by operating activities of $1.0 million for the six months ended June 30, 2003. The change was primarily the result of reduced accounts receivable
in line with lower revenue in the period compared to the same period 2003 and the completion of fixed fee projects resulting in a reduction of contract work in process.



Net cash used in investing activities was $231,000 for the six months ended June 30, 2004, compared to net cash used in investing activities
of $174,000 in the comparable prior period. The increase was primarily due to the purchase of fixed assets (upgrading computer systems) in 2004.



Net cash provided by financing activities for the six months ended June 30, 2004 increased to $33,000 from $9,000 in the comparable prior period.



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As previously disclosed, in July 1999 we issued 2,181,818 shares of Series A Convertible Preferred Stock to Galen
Partners and their affiliates for an aggregate amount of $12 million; or $5.50 per share. Holders were initially entitled to receive cumulative dividends at the rate of six percent per annum, generally payable in the form of shares of Series A
Preferred Stock until July 26, 2001. The dividend rate increased to 7% on July 26, 2001, to 8% on July 26, 2002, to 9% on July 26, 2003, and will continue to increase an additional 1% on July 26 of each year up to a maximum of 12%. No dividends may
be paid on the common stock unless full dividends on the Series A Preferred Stock for the then current dividend period have been either paid or declared with a sum sufficient for the payment set apart.



The holders of the Series A Convertible Preferred Stock vote on an as converted to common
stock basis with the holders of common stock. The Series A Preferred stockholders also have a liquidation preference of $5.50 per Series A share, plus any accrued but unpaid dividends. We are required to make a best efforts attempt to secure one
Board of Director seat for a representative of the holders of Series A Preferred Stock. The holders of Series A Preferred Stock also obtained certain Registration Rights as part of the original financing transaction in July 1999. They have since
permanently waived those rights.



As of June 30, 2004, we have accrued but
undeclared preferred stock dividends of $5.0 million (payable in kind by the issuance of approximately 906,568 shares of Series A Preferred Stock), thereby entitling the holders of the Series A Preferred Stock to a total liquidation preference of
$17.0 million.



We are continuing to evaluate ways to improve our financial
structure. Although we have an accumulated deficit as of June 30, 2004, we believe that our available funds together with anticipated cash from operating activities will be sufficient to meet our operating needs. We have no bank debt or outstanding
lines of credit. We may sell additional equity or debt securities or obtain credit facilities. The sale of equity securities or issuance of equity securities in future acquisitions could result in dilution to our stockholders and the incurrence of
debt could result in interest expense. However, there can be no assurance that we will be able to sell additional equity or debt securities, or be able to obtain financing on acceptable terms, if at all.



Critical Accounting Policies



Our discussion and analysis of our financial condition and results of operations are based
upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an on-going basis, we evaluate these estimates, including those related to revenue recognition, long-lived assets, accrued liabilities, stock-based
compensation, and income taxes. Estimates are based on historical experience, information received from third parties and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies affect the significant judgments and
estimates used in the preparation of our financial statements.



Revenue
Recognition



We recognize revenue in accordance with Staff Accounting
Bulletin (SAB) No. 104, Revenue Recognition. SAB 104 requires that the following criteria be met in determining whether revenue has been earned:



| |  | persuasive evidence of an arrangement,
| | - | --------------------------------------



| |  | services have been delivered,
| | - | -----------------------------



| |  | price is fixed and determinable, and
| | - | ------------------------------------



| |  | collectibility is reasonably assured.
| | - | -------------------------------------



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We have the following types of revenue recognition: i) services performed on an hourly basis, ii) services performed on a
fixed fee basis and iii) sales of material and maintenance contracts. In general, we enter into contracts with customers to provide services at a specified fee or rate per hour. Revenue from professional services is recognized primarily on an hourly
basis. Revenue from technical support, network management and help desk services is recognized as the services are performed. Contract revenue for the development and implementation of network solutions under fixed-fee contracts is recognized
related to the level of service performed based upon the amount of labor cost incurred on the project versus the total labor costs to complete the project. Provisions for estimated losses on contracts, if any, are made during the period when the
loss becomes probable and can be reasonably estimated. Revenue recognized in excess of amounts billed and project costs are classified as contract work in progress. Payments received in advance of services performed are recorded as deferred revenue
and amortized as the services are performed.



Bad Debt



We are required to estimate the collectibility of our trade accounts receivable. We perform
this analysis on a specific customer identification basis. A considerable amount of judgment is required in assessing the ultimate realization of these receivables, including the credit worthiness of each customer and the age of the customer
balances. We estimate the amount to reserve for a specific customer by taking into account the age of the receivables and the payment history of the customer. Significant changes in required reserves have been recorded in recent periods and may
occur in the future due to the current market environment and changes in client payment history.



Litigation



We are currently involved
in legal proceedings regarding shareholder litigation and other general legal proceedings. As discussed in Note 7 of our financial statements, we believe that the lawsuits are without merit and intend to defend against them vigorously. Although the
ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters, net of amounts accrued, will not have a material adverse effect on our financial position. It is possible, however,
that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions, or the effectiveness of our strategies, related to these proceedings.



|ITEM | 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|---- | -------------------------------------------------------------



Daou invests excess cash primarily in U.S. government securities and marketable debt securities of financial institutions and corporations with strong credit ratings.
These instruments have maturities of three months or less when acquired. We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material
fashion. Accordingly, we believe that, while the instruments held are subject to changes in the financial standing of the issuer of such securities, we are not subject to any material risks arising from changes in interest rates, foreign currency
exchanges rates, commodity prices, equity prices or other market changes that affect market risk sensitive instruments.



|ITEM | 4. CONTROLS AND PROCEDURES
|---- | --------------------------



The Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer (Principal Executive Officer) and Chief
Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective, as of June 30, 2004, in alerting them in a timely manner to material information relating to the Company required to be
included in the Companys periodic SEC filings. There were no significant changes in the Companys disclosure controls or internal controls over financial reporting during the second quarter of 2004.



Disclosure controls and procedures are designed to ensure information required to be
disclosed in reports filed with the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the



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time periods specified in the SECs rules and forms. Disclosure controls are also designed with the objective of
ensuring that such information is accumulated and communicated to the Companys management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Disclosure controls include internal controls that are designed to provide reasonable assurance that transactions are safeguarded against unauthorized or improper use and that transactions are properly recorded and reported.



Any control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. The design of the control system inherently has limitations, and the benefits of controls must be weighed against their costs. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management override of the control. Therefore, no evaluation of a cost-effective system of controls can provide absolute assurance that all control issues and instances
of fraud, if any, will be detected.



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PART II OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On August 24,
1998, August 31, 1998, September 14, 1998 and September 23, 1998, four separate complaints were filed against the Company and certain of its officers and directors in the United States District Court for the Southern District of California. On
October 15, 2002, the Court granted the Companys Motion to Dismiss the class action complaint, with prejudice. The plaintiffs timely noticed appeal and filed their Appellants Brief with the Ninth Circuit Court of Appeal on April 9, 2003.
On July 2, 2003, Company filed its Respondents Brief and Cross-Appeal. The Cross-Appeal challenges the trial courts failure to assess whether the complaint complied with applicable pleadings standards. After the Appeal and Cross-Appeal
were fully briefed, oral arguments were heard before a panel in February 2004. The Company is currently awaiting the courts decision, which is expected after the second quarter 2004.



As background, a group of shareholders were appointed the lead plaintiff in this federal
litigation, and they filed a second amended consolidated class action complaint on January 21, 2000. Their second amended complaint realleges that the Company improperly used the percentage-of-completion accounting method for revenue
recognition. Claims are pleaded under both the 1933 Securities Act (relating to the Companys initial public offering) and section 10b of the 1934 Securities Act. The complaint was brought on behalf of a purported class of investors who
purchased the Companys Common Stock between February 13, 1997 and October 28, 1998, but it does not allege specific damage amounts. A Motion to Dismiss the second amended consolidated class action complaint was filed on February 22, 2000. On
March 27, 2002, the Court granted the Motion but extended to plaintiffs the opportunity to file a Third Amended Complaint. The plaintiffs filed their Third Amended Complaint on May 16, 2002, to which the Company responded with another Motion to
Dismiss. The Motion was filed on June 24, 2002 and challenged the legal sufficiency of the allegations. On October 15, 2002, the Court granted that Motion, this time with prejudice. On October 7, 1998 and October 15, 1998, two separate complaints
were filed in the Superior Court of San Diego County, California. These state court complaints mirror the allegations set forth in the federal complaints. They also assert claims for common law fraud and the violation of certain California statutes.
As with their federal counterparts, they do not allege specific damage amounts. On April 1, 1999, a Consolidated Amended Class Action was filed on behalf of the same state court plaintiffs, and this new complaint alleges the same factual basis as is
asserted in the federal litigation. The state litigation pleads claims for fraud and violations of certain California Corporation Code provisions. By stipulation of the parties and order of the court, this state court litigation was stayed pending
the outcome of the motion to dismiss the federal lawsuits. The Company believes that the allegations set forth in the federal and state complaints are without merit, and the Company intends to defend against these lawsuits vigorously. No assurance
as to the outcome of this matter can be given, however, and an unfavorable resolution of this matter could have a material adverse effect on the Companys business, results of operations, and financial condition.



On February 27, 2002, a Complaint was filed against certain of the Companys former
officers and directors as well as DAOU On-Line, Inc. in the Superior Court of New Jersey located in Bergen County. A First Amended Complaint was filed on March 1, 2002, adding the Company and its former Chief Financial Officer as parties-defendant.
The gravaman of the First Amended Complaint is two-fold. First, it alleges that the Companys financial statements were misleading and fraudulently induced the plaintiff to merge his company with the Company. Second, the First Amended Complaint
alleges breach of an indemnification and severance agreement obligating the Company to defend the plaintiff in a lawsuit filed by Traci Melia, a former employee. Neither the Complaint nor the First Amended Complaint alleges specific damage amounts.



The Company filed a Motion to Dismiss the First Amended Complaint on April 24,
2002. The Court conducted a hearing on June 7, 2002 and granted the motion. On July 23, 2002, plaintiffs filed a Notice of Appeal, but later abandoned their appeal in favor of refiling their lawsuit in San Diego County Superior Court. The parties
stipulated to a stay of this lawsuit and submission of the matter to arbitration before the American Arbitration Association. The court approved that stipulation and stayed all proceedings by order dated July 22, 2003. On October 6, 2003, plaintiffs
filed a Statement of Claim with the American Arbitration Association, the gravaman of which is the same as the former complaint filed in Bergen County, New Jersey and San Diego County Superior Court. The Statement of Claim alleges compensatory
damages in the amount of $1,094,600 and also prays for punitive damages as well as



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attorneys fees and costs. On December 3, 2003, the Company filed an answer to the Statement of Claim, generally
denying the allegations and alleging certain affirmative defenses. All parties agreed to the appointment of an arbitrator. A preliminary hearing was conducted on February 3, 2004, during which the parties agreed to the scope of written and oral
discovery and how the arbitration would proceed. Arbitration was set for July 26, 2004, however, the plaintiff requested, and was granted, a delay in the proceedings to October 2004. The Company believes that the allegations set forth in the
Statement of Claim and its predecessor complaints are without merit, and the Company intends to defend against the arbitration vigorously. No assurance as to the outcome of this matter can be given, however, and an unfavorable resolution of this
matter could have a material adverse effect on the Companys business, results of operations and financial condition.



The Company is party to other various claims and legal actions arising in the normal course of business. Although the ultimate outcome of the matters is not presently
determinable, management believes that the resolution of all such pending matters, net of amounts accrued, will not have a material adverse affect on the Companys business, results of operations or financial condition; however, there can be no
assurance that the ultimate resolution of these matters will not have a material impact on the Companys results of operations in any period.



ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



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



None.



ITEM 5. OTHER INFORMATION



On July 19, 2004, James T.
Roberto resigned from the Board of Directors. His term as a member of the Board was to expire on July 22, 2004, the date of our annual meeting of shareholders.



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                           
|10.34       |  | General Release, dated effective July 19, 2004 between Registrant and Daniel J. Malcolm                                                                                                                                               
|            | 
|31.1        |  | Certification of Vincent K. Roach required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                  
|            | 
|31.2        |  | Certification of John A. Roberts required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                   
|            | 
|32.1        |  | Certification of Vincent K. Roach required by Rule 13a-14(b) or Rule 15a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2        |  | Certification of John A. Roberts required by Rule 13a-14(b) or Rule 15a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 



|(b) | Current Reports on Form 8-K.
|--- | ----------------------------



The registrant filed or furnished the following current reports on Form 8-K during the quarter covered by this report:



Form 8-K (items 7 and 12), filed on May 13, 2004, covering a press release
announcing the Companys financial results for the quarter ended March 31, 2004.



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SIGNATURES



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



Date: August 11, 2004



Daou Systems, Inc.By:

/s/ Vincent K. RoachVincent K. RoachChief Executive Officer and PresidentBy:

/s/ John A. RobertsJohn A. RobertsChief Financial Officer andSecretary (principal financial and accounting officer)




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