##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



---



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



For the quarterly period ended March 31, 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



---



Daou Systems, Inc.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



---



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 May 7, 2004: 21,774,711.



---



---

##### 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 March 31, 2004 (unaudited) and December 31, 2003                      |  | 2   
|         |  |                                                                                                  
|         |  | Condensed Statements of Operations (unaudited) for the Three Months Ended March 31, 2004 and 2003 |  | 3   
|         |  |                                                                                                  
|         |  | Condensed Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 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                                                                                 |  | 17  
|         |  |                                                                                                  
|Item 1.  |  | Legal Proceedings                                                                                 |  | 17  
|         |  |                                                                                                  
|Item 2.  |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                  |  | 18  
|         |  |                                                                                                  
|Item 3.  |  | Defaults Upon Senior Securities                                                                   |  | 18  
|         |  |                                                                                                  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                               |  | 18  
|         |  |                                                                                                  
|Item 5.  |  | Other Information                                                                                 |  | 18  
|         |  |                                                                                                  
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                  |  | 19  
|         |  |                                                                                                  
|         |  | SIGNATURES                                                                                        |  | 20  



1



---

##### 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)



|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                                    |  | March 31,2004 |         |   | December 31,2003 |  
|                                                                                                                                                                                                                                                    |  | (unaudited)   |         |   |                  |  
|Assets                                                                                                                                                                                                                                              |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                                                                                     |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                           |  | $             | 11,942  |   |                  | $ | 13,045  |  
|Investments, available-for-sale                                                                                                                                                                                                                     |  |               | 109     |   |                  |   | 102     |  
|Accounts receivable, net of allowance for doubtful accounts of $776 and $789 at March 31, 2004 and December 31, 2003,
respectively                                                                                                                  |  |               | 6,712   |   |                  |   | 8,226   |  
|Contract work in progress                                                                                                                                                                                                                           |  |               | 119     |   |                  |   | 1,457   |  
|Other current assets                                                                                                                                                                                                                                |  |               | 467     |   |                  |   | 640     |  
|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                                |  |               | 19,349  |   |                  |   | 23,470  |  
|                                                                                                                                                                                                                                                    |  |              
|Equipment, furniture and fixtures, net                                                                                                                                                                                                              |  |               | 1,125   |   |                  |   | 1,144   |  
|Other assets                                                                                                                                                                                                                                        |  |               | 529     |   |                  |   | 614     |  
|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total Assets                                                                                                                                                                                                                                        |  | $             | 21,003  |   |                  | $ | 25,228  |  
|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                                |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                                                                |  |               |         |   |                  |   |         |  
|Accounts payable and other accrued liabilities                                                                                                                                                                                                      |  | $             | 2,179   |   |                  | $ | 2,171   |  
|Accrued salaries and benefits                                                                                                                                                                                                                       |  |               | 1,878   |   |                  |   | 4,063   |  
|Deferred revenue                                                                                                                                                                                                                                    |  |               | 298     |   |                  |   | 1,426   |  
|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                           |  |               | 4,355   |   |                  |   | 7,660   |  
|                                                                                                                                                                                                                                                    |  |              
|Long-term liabilities                                                                                                                                                                                                                               |  |               | 499     |   |                  |   | 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
$16,620 and $16,256, respectively, at March 31, 2004 and December 31, 2003, including accrued dividends |  |               | 2       |   |                  |   | 2       |  
|Common stock, $.001 par value. Authorized 50,000 shares; issued and outstanding 21,636 and 21,583 shares at March 31, 2004 and December 31,
2003, respectively and 1,292 shares held in treasury                                                    |  |               | 22      |   |                  |   | 22      |  
|Additional paid-in capital                                                                                                                                                                                                                          |  |               | 56,308  |   |                  |   | 55,936  |  
|Notes receivable from stockholders                                                                                                                                                                                                                  |  |               | (1,160  | ) |                  |   | (1,160  | )
|Accumulated other comprehensive loss                                                                                                                                                                                                                |  |               | (22     | ) |                  |   | (29     | )
|Accumulated deficit                                                                                                                                                                                                                                 |  |               | (39,001 | ) |                  |   | (37,726 | )
|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                                                                          |  |               | 16,149  |   |                  |   | 17,045  |  
|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Total Liabilities and Stockholders Equity                                                                                                                                                                                                          |  | $             | 21,003  |   |                  | $ | 25,228  |  
|                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  



See accompanying
notes to the condensed financial statements.



2



---

##### Table of Contents

Daou Systems, Inc.

Condensed Statements of Operations

(In thousands, except for per share data)

(unaudited)



|                                                    |  |                              |        |   |      |   |        |  
|--------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                    |  | Three Months Ended March 31, |       
|                                                    |  | 2004                         |        |   | 2003 |  
|Revenue before reimbursements (net revenue)         |  | $                            | 8,838  |   |      | $ | 11,217 |  
|Out-of-pocket reimbursements                        |  |                              | 709    |   |      |   | 930    |  
|                                                    |  |                              |        |   |      |   |        |  
|Total revenue                                       |  |                              | 9,547  |   |      |   | 12,147 |  
|                                                    |  |                             
|Cost of revenue before reimbursable expenses        |  |                              | 7,122  |   |      |   | 7,695  |  
|Out-of-pocket reimbursable expenses                 |  |                              | 709    |   |      |   | 930    |  
|                                                    |  |                              |        |   |      |   |        |  
|Total cost of revenue                               |  |                              | 7,831  |   |      |   | 8,625  |  
|                                                    |  |                              |        |   |      |   |        |  
|Gross profit                                        |  |                              | 1,716  |   |      |   | 3,522  |  
|                                                    |  |                             
|Operating expenses:                                 |  |                              |        |   |      |   |        |  
|Sales and marketing                                 |  |                              | 1,157  |   |      |   | 1,085  |  
|General and administrative                          |  |                              | 1,513  |   |      |   | 1,815  |  
|                                                    |  |                              |        |   |      |   |        |  
|                                                    |  |                              | 2,670  |   |      |   | 2,900  |  
|                                                    |  |                              |        |   |      |   |        |  
|(Loss) income from operations                       |  |                              | (954   | ) |      |   | 622    |  
|Other income, net                                   |  |                              | 43     |   |      |   | 52     |  
|                                                    |  |                              |        |   |      |   |        |  
|(Loss) income before income taxes                   |  |                              | (911   | ) |      |   | 674    |  
|(Benefit) provision for income taxes                |  |                              |       |   |      |   |       |  
|                                                    |  |                              |        |   |      |   |        |  
|Net (loss) income                                   |  |                              | (911   | ) |      |   | 674    |  
|Accrued dividends on preferred stock                |  |                              | (364   | ) |      |   | (298   | )
|                                                    |  |                              |        |   |      |   |        |  
|Net (loss) income available to common stockholders  |  | $                            | (1,275 | ) |      | $ | 376    |  
|                                                    |  |                              |        |   |      |   |        |  
|(Loss) earnings per share:                          |  |                              |        |   |      |   |        |  
|Basic                                               |  | $                            | (0.06  | ) |      | $ | 0.02   |  
|                                                    |  |                              |        |   |      |   |        |  
|Diluted                                             |  | $                            | (0.06  | ) |      | $ | 0.01   |  
|                                                    |  |                              |        |   |      |   |        |  
|Shares used in computing (loss) earnings per share: |  |                              |        |   |      |   |        |  
|Basic                                               |  |                              | 21,337 |   |      |   | 20,558 |  
|                                                    |  |                              |        |   |      |   |        |  
|Diluted                                             |  |                              | 21,337 |   |      |   | 25,907 |  
|                                                    |  |                              |        |   |      |   |        |  



See accompanying
notes to the condensed financial statements.



3



---

##### Table of Contents

Daou Systems, Inc.

Condensed Statements of Cash Flows

(In thousands)

(unaudited)



|                                                                                     |  |                              |        |   |      |   |        |  
|------------------------------------------------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                     |  | Three Months Ended March 31, |       
|                                                                                     |  | 2004                         |        |   | 2003 |  
|Operating activities                                                                 |  |                              |        |   |      |   |        |  
|Net (loss) income                                                                    |  | $                            | (911   | ) |      | $ | 674    |  
|Adjustments to reconcile net (loss) income to net cash used in operating activities: |  |                              |        |   |      |   |        |  
|Depreciation and amortization                                                        |  |                              | 167    |   |      |   | 175    |  
|Amortization of deferred compensation                                                |  |                              | 24     |   |      |   | 27     |  
|Provision for uncollectible accounts                                                 |  |                              |       |   |      |   | 51     |  
|Changes in operating assets and liabilities:                                         |  |                              |        |   |      |   |        |  
|Accounts receivable                                                                  |  |                              | 1,514  |   |      |   | (709   | )
|Contract work in process                                                             |  |                              | 1,338  |   |      |   | (265   | )
|Other current assets                                                                 |  |                              | 166    |   |      |   | 220    |  
|Accounts payable and accrued liabilities                                             |  |                              | 8      |   |      |   | (633   | )
|Accrued salaries and benefits                                                        |  |                              | (2,185 | ) |      |   | (1,712 | )
|Deferred revenue                                                                     |  |                              | (1,128 | ) |      |   | (89    | )
|Other                                                                                |  |                              | 52     |   |      |   |       |  
|                                                                                     |  |                              |        |   |      |   |        |  
|Net cash used in operating activities                                                |  |                              | (955   | ) |      |   | (2,261 | )
|                                                                                     |  |                             
|Investing activities                                                                 |  |                              |        |   |      |   |        |  
|Purchases of equipment, furniture and fixtures, net                                  |  |                              | (148   | ) |      |   | (62    | )
|Changes in other assets                                                              |  |                              | (8     | ) |      |   | (9     | )
|                                                                                     |  |                              |        |   |      |   |        |  
|Net cash used in investing activities                                                |  |                              | (156   | ) |      |   | (71    | )
|                                                                                     |  |                             
|Financing activities                                                                 |  |                              |        |   |      |   |        |  
|Proceeds from issuance of common stock                                               |  |                              | 8      |   |      |   | 8      |  
|                                                                                     |  |                              |        |   |      |   |        |  
|Net cash provided by financing activities                                            |  |                              | 8      |   |      |   | 8      |  
|                                                                                     |  |                             
|Decrease in cash and cash equivalents                                                |  |                              | (1,103 | ) |      |   | (2,324 | )
|Cash and cash equivalents at beginning of period                                     |  |                              | 13,045 |   |      |   | 12,319 |  
|                                                                                     |  |                              |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                           |  | $                            | 11,942 |   |      | $ | 9,995  |  
|                                                                                     |  |                              |        |   |      |   |        |  



See accompanying
notes to the condensed financial statements.



4



---

##### 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 March 31, 2004 and for the three-month periods ended
March 31, 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 March
31, 2004 and the results of operations for the three-month periods ended March 31, 2004 and 2003. The results of operations for the three months ended March 31, 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.



5



---

##### 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 Ended March 31, |       
|                                                                                                            |  | 2004                         |        |   | 2003 |  
|Numerator:                                                                                                  |  |                              |        |   |      |   |        |  
|Net (loss) income                                                                                           |  | $                            | (911   | ) |      | $ | 674    |  
|Preferred stock dividends                                                                                   |  |                              | 364    |   |      |   | 298    |  
|                                                                                                            |  |                              |        |   |      |   |        |  
|Numerator for basic and diluted (loss) earnings per share  (loss) income available common stockholders     |  | $                            | (1,275 | ) |      | $ | 376    |  
|                                                                                                            |  |                              |        |   |      |   |        |  
|Denominator:                                                                                                |  |                              |        |   |      |   |        |  
|Weighted-average common shares outstanding                                                                  |  |                              | 21,615 |   |      |   | 21,770 |  
|Weighted-average unvested common shares subject to repurchase agreements                                    |  |                              | (278   | ) |      |   | (1,212 | )
|                                                                                                            |  |                              |        |   |      |   |        |  
|Denominator for basic (loss) earnings per share                                                             |  |                              | 21,337 |   |      |   | 20,558 |  
|                                                                                                            |  |                             
|Effect of dilutive securities:                                                                              |  |                              |        |   |      |   |        |  
|Unvested common shares subject to repurchase agreements                                                     |  |                              |       |   |      |   | 1,212  |  
|Employee stock options                                                                                      |  |                              |       |   |      |   | 698    |  
|Warrants                                                                                                    |  |                              |       |   |      |   | 3,439  |  
|                                                                                                            |  |                              |        |   |      |   |        |  
|Dilutive potential common shares                                                                            |  |                              |       |   |      |   | 5,349  |  
|                                                                                                            |  |                              |        |   |      |   |        |  
|Denominator for diluted (loss) earnings per share  adjusted weighted-average common shares and equivalents |  |                              | 21,337 |   |      |   | 25,907 |  
|                                                                                                            |  |                              |        |   |      |   |        |  
|Basic (loss) earnings per share                                                                             |  | $                            | (0.06  | ) |      | $ | 0.02   |  
|                                                                                                            |  |                              |        |   |      |   |        |  
|Diluted (loss) earnings per share                                                                           |  | $                            | (0.06  | ) |      | $ | 0.01   |  
|                                                                                                            |  |                              |        |   |      |   |        |  



For the period ending March 31, 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 2,728,090 shares of common stock were outstanding during
the three months ended March 31, 2003 but were not included in the computation of diluted earnings per share for that period 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 period ending March 31, 2003 as the assumed conversion is anti-dilutive.



6



---

##### 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 Ended March 31, |       
|                                                                                                                 |  | 2004                         |        |   | 2003 |  
|Net (loss) income available to common shareholders before stock-based employee compensation                      |  | $                            | (1,275 | ) |      | $ | 376  |  
|Add total stock-based employee compensation determined under APB No. 25                                          |  |                              |       |   |      |   |     |  
|                                                                                                                 |  |                              |        |   |      |   |      |  
|                                                                                                                 |  |                              | (1,275 | ) |      |   | 376  |  
|Deduct total stock-based employee compensation determined under the fair value method for all awards, net of tax |  |                              | (60    | ) |      |   | (317 | )
|                                                                                                                 |  |                              |        |   |      |   |      |  
|Pro forma net (loss) income available to common shareholders                                                     |  | $                            | (1,335 | ) |      | $ | 59   |  
|                                                                                                                 |  |                              |        |   |      |   |      |  
|(Loss) earnings per share:                                                                                       |  |                              |        |   |      |   |      |  
|Basic  as reported                                                                                              |  | $                            | (0.06  | ) |      | $ | 0.02 |  
|                                                                                                                 |  |                              |        |   |      |   |      |  
|Diluted  as reported                                                                                            |  | $                            | (0.06  | ) |      | $ | 0.01 |  
|                                                                                                                 |  |                              |        |   |      |   |      |  
|Basic  pro forma                                                                                                |  | $                            | (0.06  | ) |      | $ |     |  
|                                                                                                                 |  |                              |        |   |      |   |      |  
|Diluted  pro forma                                                                                              |  | $                            | (0.06  | ) |      | $ |     |  
|                                                                                                                 |  |                              |        |   |      |   |      |  



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 for 2004: 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. For 2003, the following weighted-average assumptions were used: risk-free interest rate of 6%; dividend yield of 0%; volatility factors of the
expected market price of the Companys common stock of 138%; and a weighted-average expected life of the options of five years.



7



---

##### Table of Contents

Daou Systems, Inc.

Notes to Condensed Financial Statements

(unaudited)



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 December 31, 2003, the Companys remaining restructuring liability related to the closure of certain facilities. The future lease obligations relating to the
closure of these facilities are payable through June 2005.



The following table
summarizes the restructuring and other related charges paid in 2004 and remaining charges in accrued liabilities as of March 31, 2004.



|                                                       |  |                                |  |                                                                     |  |                             
|------------------------------------------------------ |  | ------------------------------ |  | ------------------------------------------------------------------- |  | ----------------------------
|                                                       |  | Restructuring Charges         
|                                                       |  | Accrued as of December 31,2003 |  | Payments net ofsublease income forthree months ended March 31, 2004 |  | Accrued as of March 31, 2004
|Costs related to closure and combination of facilities |  | 69,000                         |  | 1,000                                                               |  | 68,000                      
|                                                       |  |                                |  |                                                                     |  |                             



6.
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



8



---

##### Table of Contents

Daou Systems, Inc.

Notes to Condensed Financial Statements

(unaudited)



6. Contingencies (continued)



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 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 Peter Shenas as the 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 in this matter is currently set to commence on July 12, 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.



9



---

##### Table of Contents

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. 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. 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.



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 quarter 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.



Our challenges in the first quarter 2004 were a direct result of the continued softness in
the demand for financial and administrative software solutions in the payer market. Our revenue from new implementations and post implementation support declined in each quarter of 2003, and continued in the first quarter 2004. We believe that the
downward shift was caused by at least three factors: 1) the consolidation of the commercial payer market, 2) the increasing demand for commercial payers to reduce administrative costs, and 3) the completion of most major claims systems
implementations in our market sector. We sustained billable employees not engaged in contracted work in education, training and professional development activities in the first quarter 2004, negatively impacting our gross margin, with the intention
of diversifying our service offerings to include business process improvement consulting.



IDNs and hospital systems remained our focus in the provider market. Our traditional infrastructure service line business remained stable in the first quarter 2004 with the completion of a large network infrastructure
upgrade project that began in the third quarter 2003. Our revenue is expected to come from smaller projects that are relatively shorter in duration (six months or less).



Our government and integration service revenue had been steadily increasing since the fourth quarter of 2001. However, in the fourth quarter
of 2003, there was a delay in congressional approval of the FY 2004 Consolidated



10



---

##### Table of Contents

Appropriations Bill (Omnibus) to February 2004, which contained funding for a number of civilian agencies including the
Veterans Administration and Health and Human Services. This event forced the deferral of certain government projects until the first and second quarters of 2004, and resulted in a decline in our revenue and gross margin as a result of carrying
underutilized professional staff. With congressional approval of the FY 2004 Consolidated Appropriations Bill now complete, we expect revenues and margins from our government services to improve throughout the remainder of 2004.



Market forces outside of our control will continue to be one of our major challenges in 2004.
Pricing for professional services continues to be forced downward, fewer IT dollars are available to spend on our services by payers and providers, and government spending on domestic health care initiatives are 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 105 billable professionals on March 31, 2004, down from 154 at December 31, 2003 and 167 at March 31, 2003. The salaries
and benefits of these 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 21% in the first quarter 2004 as compared to the first 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 improve utilization.



Selling, general and administrative (SG&A) overhead expenses in the first quarter 2004 were 30% of net revenue. We continue to reduce our general and administrative
expenses by managing those costs that are mostly controllable such as staffing, facilities, IT and operating systems. In the first quarter 2004, we reduced our SG&A support staff by seven employees. We continue to make investments in marketing
and sales in 2004. We operated one CIO Forum in the first quarter 2004, to support long-term relationship building with our customers. We are dependant on maintaining a solid reputation in the marketplace, personal contacts and the networking of our
professionals to develop new business opportunities. We receive valuable feedback from customers, the Advisory Boards, CIO Forums, and other trusted advisors.



Effective February 25, 2004, with the completion of our final contract, we discontinued providing support center management services to hospitals and IDNs. Net revenue
from this service line represented approximately 11% of 2003 net revenue and 8% for the quarter ending March 31, 2004 (as a result of completing billable activities on February 25, 2004). As previously disclosed, the decision is consistent with the
Companys strategy to eliminate lower-margin services to enhance overall operating margins and achieve consistent profitability.



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 also provided support, management and help desk services in the first quarter 2004 in which revenue is recognized ratably over the period that these services are
provided. Our help desk services are billed on a price per call or price per node basis.



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.



11



---

##### Table of Contents

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 months ended March 31, 2004 to the three months ended March 31, 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 revenues.



|                                             |  |                              |   |  |      |  
|-------------------------------------------- |  | ---------------------------- | - |  | ---- | -
|                                             |  | Three Months Ended March 31, |  
|                                             |  | 2004                         |   |  | 2003 |  
|Revenue before reimbursements (net revenue)  |  | 100                          | % |  | 100  | %
|Cost of revenue before reimbursable expenses |  | 81                           |   |  | 69   |  
|                                             |  |                              |   |  |      |  
|Gross profit                                 |  | 19                           |   |  | 31   |  
|Operating expenses:                          |  | 30                           |   |  | 26   |  
|                                             |  |                              |   |  |      |  
|(Loss) income from operations                |  | (11)                         |   |  | 5    |  
|Other income, net                            |  | 1                            |   |  | 1    |  
|                                             |  |                              |   |  |      |  
|Net (loss) income                            |  | (10)                         | % |  | 6    | %
|                                             |  |                              |   |  |      |  



Three Months Ended March 31, 2004
and 2003



Net revenue decreased 21% or $2.4 million to $8.8 million for
the three months ended March 31, 2004 from $11.2 million for the three months ended March 31, 2003. The decrease from 2003 to 2004 was primarily due to



12



---

##### Table of Contents

lower professional service revenue as a result of the following factors:



| |  | a 51% reduction in net revenue from our payer-specific application services due to declining demand and competitive pricing pressure,
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| |  | a 21% reduction of net revenue from our government and integration services due to delayed spending on numerous federal health care initiatives, and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a 39% reduction in net revenue due to the discontinuation of our support center management services in February 2004.
| | - | ---------------------------------------------------------------------------------------------------------------------



The decline in net revenue was partially offset by a 7% increase in infrastructure services
during the first quarter of 2004 compared to the first quarter of 2003 as a result of increased demand for these services. During the first quarter of 2004, we completed a large network infrastructure upgrade project that began in the third quarter
of 2003.



Services to our five largest customers accounted for $4.1 million of
net revenue for the three months ended March 31, 2004, representing 47% of total net revenue, with one customer accounting for 21% of total net revenue. This compares to net revenue from the five largest customers for the three months ended March
31, 2003 totaling $5.1 million, or 45% of total net revenue. As projects are completed, including projects scheduled to be completed during the remainder of 2004, we anticipate that our revenue from these five customers will decline.



Cost of revenue before reimbursable expenses decreased 7%, or $600 thousand, to $7.1 million
for the three months ended March 31, 2004 from $7.7 million for the three months ended March 31, 2003. The decrease was primarily attributable to the decision to discontinue providing support center management services in February 2004, offset by
severance expense of approximately $100,000 related to the reduction of 14 billable staff from support center management and applications services in the first quarter of 2004. At March 31, 2004, Daou had approximately 105 billable professionals,
compared with approximately 167 at March 31, 2003. From time to time, we utilize independent contractors to augment existing staff during periods of peak customer demand. The cost of independent contractors is included in cost of revenue, and with
lower revenue, our dependence on independent contractors diminishes.



Gross
margin decreased to 19% for the three months ended March 31, 2004 from 31% for the three months ended March 31, 2003. Lower margins were the result of lower professional service revenue (quarterly revenues declined by 21% in the first quarter 2004
as compared to the first quarter 2003) and the postponement to the end of the first quarter 2004 in reducing the number of professional staff.



During the first quarter 2004, sales and marketing expenses remained relatively flat at $1.2 million compared to $1.1 million for the three months ended March 31, 2003.
We continue to make investments in marketing and sales through our CIO Forums, Advisory Board and newly released R.A.P.I.D.  IT Solutions. R.A.P.I.D. consists of a toolkit of IT consulting solutions utilizing Daous experience with infrastructure, integration,
applications, project management and best practices in the implementation of mobile health and web services. General and administrative expenses decreased 17%, or $300,000, to $1.5 million for the three months ended March 31, 2004 from $1.8 million
for the three months ended March 31, 2003. We continue to control our general and administrative expenses by managing staffing, facilities, IT and operating systems. We reduced our support staff by seven employees at the end of first quarter 2004,
resulting in severance charges of approximately $80,000.



Other income, net,
was $43,000 and $52,000 for the three months ended March 31, 2004 and 2003, respectively. Other income is primarily interest income on cash and cash equivalents and short-term investments.



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



13



---

##### Table of Contents

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 March 31, 2004, we had working capital of $15 million, a decrease of $800 thousand from
$15.8 million on December 31, 2003. The decrease was primarily attributable to the operating loss in the first quarter of 2004.



For the first quarter 2004, net cash used by operating activities was $1 million, compared to net cash used by operating activities of $2.3 million for the first quarter
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 $156,000 for the quarter ended March
31, 2004, compared to net cash used in investing activities of $71,000 in the comparable prior period. The increase was primarily due to purchasing of fixed assets (upgrading computer systems) in the first quarter 2004.



Net cash provided by financing activities for the first quarter 2004 was the same as in the
comparable prior year period.



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 March 31,
2004, we have accrued but undeclared preferred stock dividends of $4.6 million (payable in kind by the issuance of approximately 839,669 shares of Series A Preferred Stock), thereby entitling the holders of the Series A Preferred Stock to a total
liquidation preference of $16.6 million. We are exploring potential alternatives to eliminate the preferred stock position. However, there can be no assurance that we will be able to complete such a transaction on terms that are acceptable to both
us and the holders of the preferred stock.



Although we have an accumulated
deficit as of March 31, 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.



14



---

##### Table of Contents

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.
| | - | -------------------------------------



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 6 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,



15



---

##### Table of Contents

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 March 31, 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 first 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 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.



16



---

##### Table of Contents

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



17



---

##### Table of Contents

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 Peter Shenas as the 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 in this matter is currently set to commence on July 12, 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



None.



18



---

##### Table of Contents

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



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



|            |  |                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                            
|            | 
|31.1        |  | Certification of Daniel J. Malcolm 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 Daniel J. Malcolm 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), furnished on March 4, 2004, covering a press
release announcing the Companys financial results for the quarter and year ended December 31, 2003.



19



---

##### Table of Contents

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: May 14, 2004



Daou Systems, Inc.By:

/s/ Daniel J. MalcolmDaniel J. MalcolmChief Executive Officer and PresidentBy:

/s/ John A. RobertsJohn A. Roberts Chief Financial Officer and Secretary (principal financial and accounting officer)




20