-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Av7OBcF5OvtfxQT9Oms/aupF4gGq3f3JRaqCNjglKqt6MVvLs7PemFDm8vuWStCU oAL4R/eLn6Az7ztspxhrNw== 0000950135-99-003997.txt : 19990816 0000950135-99-003997.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950135-99-003997 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFINIUM SOFTWARE INC CENTRAL INDEX KEY: 0001002044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042734036 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-14855 FILM NUMBER: 99686944 BUSINESS ADDRESS: STREET 1: 25 COMMUNICATIONS WAY STREET 2: DRAWER 6000 CITY: HYANNIS STATE: MA ZIP: 02601 BUSINESS PHONE: 5087782000 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWARE 2000 INC /MA/ DATE OF NAME CHANGE: 19960322 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWARE 2000 INC /MA/ DATE OF NAME CHANGE: 19951012 10-Q 1 INFINIUM SOFTWARE 1 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from _______to______ Commission File Number 0-27030 INFINIUM SOFTWARE, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-2734036 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 25 Communications Way, Hyannis, MA 02601 (Address of principal executive offices, including Zip Code) (508) 778-2000 (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 12 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_____ The number of shares outstanding of the registrant's Common Stock on June 30, 1999 was 12,377,486. - -------------------------------------------------------------------------------- 2 INFINIUM SOFTWARE, INC. INDEX
PAGE PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements Condensed Consolidated Balance Sheet at September 30, 1998 and June 30, 1999................................... 3 Condensed Consolidated Statement of Operations for the three and nine months ended June 30, 1998 and 1999................ 4 Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 1998 and 1999.......................... 5 Notes to Condensed Consolidated Financial Statements....................... 6-8 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................. 9-19 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk............... 19 PART II - OTHER INFORMATION ITEMS 1. - 4. Not applicable........................................................... 20 ITEM 5. Other Information........................................................ 20 ITEM 6. Exhibits and Reports on Form 8-K......................................... 20 SIGNATURES................................................................................. 21 EXHIBIT INDEX.............................................................................. 22 EXHIBITS................................................................................... 23
2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INFINIUM SOFTWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEPTEMBER 30, JUNE 30, 1998 1999 ------------- -------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents.............................................. $ 12,708 $ 17,612 Marketable securities at fair market value............................. 33,585 26,857 Accounts receivable, less allowance for doubtful accounts of $1,650 and $1,828 at September 30, 1998 and June 30, 1999, respectively......................................................... 27,383 20,824 Deferred income taxes.................................................. 2,482 2,482 Prepaid expenses and other current assets.............................. 6,103 7,103 -------- -------- Total current assets........................................... 82,261 74,878 -------- -------- Property and equipment, net.............................................. 7,442 9,763 Capitalized software development costs, net.............................. 9,643 10,766 Goodwill and other intangible assets, net................................ 2,245 1,648 Deferred income taxes.................................................... 1,731 1,731 Other assets............................................................. 3,093 2,318 -------- -------- Total assets................................................... $106,415 $101,104 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable....................................................... $ 8,136 $ 6,568 Accrued expenses....................................................... 14,672 13,090 Income taxes payable................................................... 3,068 2,313 Deferred revenue....................................................... 35,991 32,685 -------- -------- Total current liabilities...................................... 61,867 54,656 -------- -------- Deferred revenue......................................................... 1,586 2,237 -------- -------- Total liabilities.............................................. 63,453 56,893 -------- -------- Common stock, $.01 par value; authorized 40,000 shares, issued and outstanding 12,517 and 12,377 shares at September 30, 1998 and June 30, 1999, respectively............................................ 126 126 Additional paid-in capital............................................... 36,644 36,306 Retained earnings........................................................ 7,804 9,213 Unrealized gain on marketable equity securities.......................... - 115 Cumulative translation adjustment........................................ (319) (343) -------- -------- 44,255 45,417 Less: treasury stock at cost, 89 and 229 shares at September 30, 1998 and June 30, 1999, respectively................................. (1,293) (1,206) -------- -------- Total stockholders' equity..................................... 42,962 44,211 -------- -------- Total liabilities and stockholders' equity..................... $106,415 $101,104 ======== ========
The accompanying notes are an integral part of the condensed consolidated financial statements 3 4 INFINIUM SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------ ----------------- JUNE 30, JUNE 30, -------- -------- 1998 1999 1998 1999 ---- ---- ---- ---- Revenue: Software license fees............................ $11,409 $ 7,036 $28,005 $24,811 Service revenue.................................. 19,062 22,205 52,818 65,878 ------- ------- ------- ------- Total revenue............................ 30,471 29,241 80,823 90,689 ------- ------- ------- ------- Operating costs and expenses: Cost of software license fees.................... 2,014 1,824 5,050 6,104 Cost of services................................. 8,144 10,252 22,939 29,964 Research and development......................... 5,302 5,019 13,812 15,232 Sales and marketing.............................. 9,582 10,117 26,396 30,299 General and administrative....................... 2,019 2,922 6,476 8,260 Write-off of in-process research and development acquired............................. 7,796 - 7,796 - Write-off acquired technology.................... 3,400 - 3,400 - ------- ------- ------- ------- Total operating costs and expenses....... 38,257 30,134 85,869 89,859 ------- ------- ------- ------- Income (loss) from operations...................... (7,786) (893) (5,046) 830 Other income, net.................................. 472 1,484 1,317 2,226 ------- ------- ------- ------- Income (loss) before provision (benefit) for income taxes.............................................. (7,314) 591 (3,729) 3,056 Provision (benefit) for income taxes............... (2,341) 189 (1,194) 978 ------- ------- ------- ------- Net income (loss).................................. $(4,973) $ 402 $(2,535) $ 2,078 ======= ======= ======= ======= Basic earnings (loss) per share.................... $ (0.40) $ 0.03 $ (0.21) $ 0.17 ======= ======= ======= ======= Diluted earnings (loss) per share.................. $ (0.40) $ 0.03 $ (0.21) $ 0.16 ======= ======= ======= =======
The accompanying notes are an integral part of the condensed consolidated financial statements. 4 5 INFINIUM SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED ----------------- JUNE 30, -------- 1998 1999 ---- ---- Cash flows from operating activities: Net income (loss)..................................................... $ (2,535) $ 2,078 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization...................................... 4,995 6,639 Allowance for doubtful accounts.................................... 514 275 Deferred income taxes.............................................. 45 - Write-off of in-process research and development acquired.......... 7,796 Changes in operating assets and liabilities, net of effects from the acquisition of Cort Directions, Inc in 1998: Accounts receivable............................................ (5,158) 6,163 Prepaid expenses and other current assets...................... (1,795) (1,045) Other assets................................................... (322) 887 Accounts payable............................................... 1,936 (1,555) Accrued expenses............................................... (2,047) (1,528) Income taxes payable........................................... 2,557 (1,021) Deferred revenue............................................... 1,716 (2,461) -------- -------- Net cash provided by operating activities.................... 7,702 8,432 -------- -------- Cash flows from investing activities: Purchase of marketable securities..................................... (38,575) (15,882) Sale of marketable securities......................................... 37,976 22,610 Purchase of property and equipment.................................... (2,532) (5,020) Capitalization of software development costs.......................... (3,808) (4,560) Corporate acquisitions, net of cash acquired.......................... (5,971) - Investment in unaffiliated entities................................... (850) - -------- -------- Net cash used in investing activities......................... (13,760) (2,852) -------- -------- Cash flows from financing activities: Proceeds from exercise of stock options and employee stock purchase plan....................................................... 2,297 359 Purchase of treasury stock............................................ (1,417) (941) -------- -------- Net cash provided by (used in) financing activities........... 880 (582) -------- -------- Effect of foreign exchange rate changes on cash......................... (102) (94) -------- -------- Net increase (decrease) in cash and cash equivalents.................... (5,280) 4,904 -------- -------- Cash and cash equivalents, beginning of period.......................... 9,779 12,708 -------- -------- Cash and cash equivalents, end of period................................ $ 4,499 $ 17,612 ======== ========
The accompanying notes are an integral part of the condensed consolidated financial statements. 5 6 INFINIUM SOFTWARE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 1. BASIS OF PRESENTATION The information at June 30, 1998 and 1999 and for the three and nine month periods then ended is unaudited, but includes all adjustments (consisting only of normal recurring entries) which the Company's management believes to be necessary for the fair presentation of the financial position, results of operations, and changes in cash flows for the periods presented. The accompanying interim condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1998. Certain information and notes normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission rules and regulations. Interim results of operations for the three and nine month periods ended June 30, 1999 are not necessarily indicative of operating results for the full fiscal year. 2. STOCK REPURCHASE PROGRAM In February 1998, the Company announced that it would be initiating a stock repurchase program of up to $6,000 of common stock to use to meet requirements of its employee stock option and stock purchase plans. No minimum number or value of shares to be repurchased has been fixed nor has a time limit as to the duration of the program been established. The Company repurchased 191 shares at a cost of $2,944 and reissued 102 shares during the year ended September 30, 1998. The Company repurchased 210 shares at a cost of $941 for the nine months ended June 30, 1999 and reissued 70 shares during that same nine month period. 3. RECENTLY ISSUED ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information. This statement is effective for fiscal years beginning after December 15, 1997 (October 1, 1998 for the Company). The Company will implement this statement as required. The future adoption of SFAS 131 is not expected to have a material effect on the Company's consolidated financial position or results of operations. In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which establishes accounting and reporting standards for derivative instruments, including derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. The Company will adopt SFAS No. 133 as required by SFAS No. 137, "Deferral of the effective date of the FASB Statement No. 133," in fiscal year 2001. The adoption of SFAS No. 133 is not expected to have an impact on the Company's results of operations or its financial position. 4. COMPREHENSIVE INCOME In the first quarter of fiscal 1999, the Company adopted SFAS No. 130 Reporting Comprehensive Income. This statement requires disclosure of comprehensive income and its components in interim and annual reports. Comprehensive income includes all changes in stockholders' equity during a period except those resulting from investments by stockholders and distributions to stockholders. Accordingly, the components of comprehensive income include net income, cumulative translation adjustments, and unrealized gains and losses on available-for-sale securities. Foreign currency translation adjustments 6 7 INFINIUM SOFTWARE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 4. COMPREHENSIVE INCOME...CONTINUED resulted in losses of $104 and $16 for the three months ended June 30, 1998 and 1999, respectively, with losses of $186 and $24 for the nine months ended June 30, 1998 and 1999, respectively. There were no unrealized gains or losses on available-for-sale securities for the three and nine months ended June 30, 1998 and there was an unrealized gain on available-for-sale securities of $115 for the three and nine months ended June 30, 1999. 5. WRITE-OFF OF CAPITALIZED SOFTWARE COSTS During the second fiscal quarter of 1999, the Company wrote-off $430 of capitalized third party developed software costs related to a product the Company no longer plans to market and which had no alternative future use. 6. LEGAL SETTLEMENT During the second fiscal quarter of 1999, the Company settled a dispute with a former business partner for $350. The payment is classified within general and administrative expense. 7. GAIN ON INVESTMENT IN CONDUIT SOFTWARE, INC. During the third quarter of 1998, the Company made a $750 equity investment in Conduit Software, Inc ("Conduit"), a developer of employee self service software. During the third quarter of 1999, Conduit was acquired in a stock for stock transaction by ProBusiness Services, Inc. ("ProBusiness") and the Company was granted ProBusiness shares in exchange for its Conduit shares. Subsequently, the Company sold 90% of its ProBusiness stock for $1,863. This resulted in a realized gain of $1,188 that is included in other income. The remaining 10% of the stock is included in marketable securities at fair market value and an unrealized gain on marketable equity securities of $115, related to the remaining 10%, is included in stockholders' equity. 8. NET INCOME PER COMMON SHARE Basic earnings per share is determined by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by dividing net income applicable to common stockholders by the weighted average number of common shares and common share equivalents outstanding during the period. Common share equivalents are included in the diluted earnings per share calculation when dilutive. Common share equivalents consisting of common stock issuable upon exercise of outstanding common stock options are computed using the treasury stock method. 7 8 INFINIUM SOFTWARE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 8. NET INCOME PER COMMON SHARE...CONTINUED The computation of basic and diluted earnings per share for the three and nine months ended June 30, 1998 and 1999 is as follows:
THREE MONTHS ENDED ------------------ JUNE 30, 1998 JUNE 30, 1999 ------------- ------------- PER PER INCOME SHARES SHARE INCOME SHARES SHARE ------ ------ ----- ------ ------ ----- BASIC EARNINGS PER SHARE: Income available to Common stockholders $ (4,973) 12,509 $ (0.40) $ 402 12,413 $ 0.03 ======== ======= ====== ======= EFFECT OF DILUTIVE SECURITIES: Stock options n/a 124 ------ ------ DILUTED EARNINGS PER SHARE: Income available to Common stockholders $ (4,973) 12,509 $ (0.40) $402 12,537 $ 0.03 ======== ====== ======== ====== ====== ========
NINE MONTHS ENDED ----------------- JUNE 30, 1998 JUNE 30, 1999 ------------- ------------- PER PER INCOME SHARES SHARE INCOME SHARES SHARE ------ ------ ----- ------ ------ ----- BASIC EARNINGS PER SHARE: Income available to Common stockholders $ (2,535) 12,361 $ (0.21) $2,078 12,481 $ 0.17 ======== ======= ====== ======= EFFECT OF DILUTIVE SECURITIES: Stock options n/a 195 ------ ------ DILUTED EARNINGS PER SHARE: Income available to Common stockholders $ (2,535) 12,361 $ (0.21) $2,078 12,676 $ 0.16 ======== ====== ======= ====== ====== =======
8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All statements contained herein that are not historical facts, including but not limited to, statements regarding anticipated future revenue and expense levels and capital requirements, the Company's future product development and marketing plans, the Company's ability to generate cash from operations, and the Company's ability to attract and retain employees, are based on current expectations. These statements are forward looking in nature, involve a number of risks and uncertainties, as more fully described under "Factors Affecting Future Performance" and are made pursuant to the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those described in the forward-looking statements. OVERVIEW Founded in 1981, Infinium Software develops, markets and supports enterprise-level business software applications for, and provides consulting and other services to, growing organizations (typically companies with revenue of $25 million to $5 billion). The Company has two primary product lines. One product line, designed for AS/400 servers, automates the financial management, human resource management, and materials management functions of organizations in a broad range of industries worldwide. The Company also offers a specialized AS/400 manufacturing system designed to manage process-manufacturing operations. The Company's second product line is designed for use by customers using Microsoft Windows NT servers. These products also automate the financial management and human resource management operations of customer organizations. The Company's revenue is derived from two sources: software license fees and service revenue. Software license fees include revenue from non-cancelable software license agreements entered into between the Company and its customers with respect to both the Company's products and third party products marketed and/or distributed by the Company. Software license fee revenue is recognized in accordance with Statement of Position 97-2, Software Revenue Recognition, which requires evidence of an arrangement, shipment of the software, that fees be fixed and determinable, and that collection be considered probable. The Company's service revenue is comprised of software maintenance fees and fees for consulting and training services. Maintenance fees are billed separately and are recognized ratably over the period of the maintenance agreement, which is typically one year. Consulting service revenue, which is not essential to the functionality of the software products, is recognized as the services are performed. 9 10 RESULTS OF OPERATIONS The following table sets forth the Company's condensed consolidated statement of operations data expressed as a percentage of total revenue and the percentage of dollar increase period over period for the three and nine months ended June 30, 1998 and 1999.
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30, --------------------------- -------------------------- % OF TOTAL % OF $ % OF TOTAL % OF $ REVENUE INCREASE REVENUE INCREASE ---------- -------- ---------- -------- 1998 1999 98 TO 99 1998 1999 98 TO 99 ---- ---- -------- ---- ---- -------- Revenue: Software license fees.......... 37% 24% (38)% 35% 27% (11)% Service revenue................ 63 76 16 65 73 25 --- --- --- --- Total revenue............... 100 100 (4) 100 100 12 --- --- --- --- Operating costs and expenses: Cost of software license fees.. 7 6 (9) 6 7 21 Cost of services............... 27 35 26 28 33 31 Research and development....... 17 17 (5) 17 17 10 Sales and marketing............ 31 35 6 33 33 15 General and administrative..... 7 10 45 8 9 28 Write-off of in-process research and development acquired..................... 26 -- -- 10 -- -- Write-off of acquired technology................... 11 -- -- 4 -- -- --- --- --- --- Total operating costs and Expenses................. 126 103 (21) 106 99 5 --- --- --- --- Income (loss) from operations.... (26) (3) 89 (6) 1 116 --- --- --- --- Other income, net................ 2 5 214 1 2 69 --- --- --- --- Income (loss) before provision (benefit) for income taxes....... (24) 2 108 (5) 3 182 Provision (benefit) for income taxes............................ (8) 1 108 (2) 1 182 --- --- --- --- Net income (loss)................ (16)% 1% 108 (3)% 2% 182 === === === ===
Included in operating costs and expenses are charges of $7.8 million for the three and nine months ended June 30, 1998 as a result of the write-off of in-process research and development acquired in connection with corporate acquisitions. Also included in operating costs and expenses for the three and nine months ended June 30, 1998 is a charge of $3.4 million as a result of the write-off of acquired technology. 10 11 On a pro forma basis, exclusive of the write-off of in-process research and development acquired and the write-off of acquired technology, results of operations would be comparatively reported as follows (in thousands except per share and percentage data).
THREE MONTHS ENDED % OF TOTAL % OF $ JUNE 30, REVENUE INCREASE -------- ---------- -------- 1998 1999 1998 1999 98 TO 99 ---- ---- ---- ---- -------- Total revenue..................................... $30,471 $29,241 100% 100% (4)% Operating costs and expenses...................... 27,061 30,134 89 103 11 ------- ------- --- --- Income (loss) from operations................ 3,410 (893) 11 (3) (126) ------- ------- --- --- Other income, net: 472 1,484 2 5 214 ------- ------- --- --- Income before provision for income taxes........ 3,882 591 13 2 (85) Provision for income taxes........................ 1,242 189 4 1 (85) ------- ------- --- --- Net income...................................... $ 2,640 $ 402 9% 1% (85) ======= ======= === === Earnings per share - basic...................... $ 0.21 $ 0.03 (86) ======= ======= Weighted average shares outstanding - basic..... 12,509 12,413 (1) ======= ======= Earnings per share - diluted..................... $ 0.19 $ 0.03 (84) ======= ======= Weighted average shares outstanding - diluted.... 13,866 12,537 (10) ======= =======
NINE MONTHS ENDED % OF TOTAL % OF $ JUNE 30, REVENUE INCREASE -------- ---------- -------- 1998 1999 1998 1999 98 TO 99 ---- ---- ---- ---- -------- Total revenue..................................... $80,823 $90,689 100% 100% 12% Operating costs and expenses...................... 74,673 89,859 92 99 20 ------- ------- --- --- Income from operations....................... 6,150 830 8 1 (87) ------- ------- --- --- Other income, net: 1,317 2,226 1 3 69 ------- ------- --- --- Income before provision for income taxes........ 7,467 3,056 9 3 (59) Provision for income taxes........................ 2,389 978 3 1 (59) ------- ------- --- --- Net income...................................... $ 5,078 $ 2,078 6% 2% (59) ======= ======= === === Earnings per share - basic...................... $ 0.41 $ 0.17 (59) ======= ======= Weighted average shares outstanding - basic..... 12,361 12,481 1 ======= ======= Earnings per share - diluted..................... $ 0.37 $ 0.16 (57) ======= ======= Weighted average shares outstanding - diluted.... 13,831 12,676 (8) ======= =======
QUARTER ENDED JUNE 30, 1999 COMPARED TO QUARTER ENDED JUNE 30, 1998 REVENUE. Total revenue decreased 4%, from $30.5 million for the quarter ended June 30, 1998 to $29.2 million for the quarter ended June 30, 1999. The Company believes the decrease was primarily due to potential customers deciding to postpone software acquisitions and implementations to focus on Year 2000 compliance issues. Revenue in North America (United States and Canada) decreased 7%, from $28.3 million for the quarter ended June 30, 1998 to $26.4 million for the quarter ended June 30, 1999. This represents 93% of total revenue for the third quarter of fiscal year 1998 and 90% of total revenue for the third quarter of fiscal year 1999. EMEA (Europe, Middle East and Africa) revenue increased 50% from $1.6 million for the quarter ended June 30, 1998 to $2.4 million for the quarter ended June 30, 1999, representing 5% of total 11 12 revenue for the third quarter of fiscal year 1998 and 8% of total revenue for the third quarter of fiscal year 1999. Other international regions, including Asia-Pacific and Latin America, contributed 2% of total revenue in the third quarters of both fiscal year 1998 and 1999. Revenue derived from the IBM AS/400 platform represented 90% of total revenue while revenue derived from the Windows NT platform represented 10% for the third quarter ended June 30, 1999 compared to 92% and 8%, respectively, for the third quarter ended June 30, 1998. Software license fee revenue decreased 38%, from $11.4 million for the quarter ended June 30, 1998 to $7.0 million for the quarter ended June 30, 1999. The Company believes the decrease was primarily due to potential customers deciding to postpone software acquisitions and implementations to focus on Year 2000 compliance issues. For the third quarter of fiscal year 1999, software license fee revenue derived from Windows NT products was $1.1 million or 15% of total software license fees compared to $1.8 million or 16% of software license fees from the third quarter of fiscal year 1998. All other software license fee revenue was derived from IBM AS/400 transactions. Service revenue increased 16%, from $19.1 million for the quarter ended June 30, 1998 to $22.2 million for the quarter ended June 30, 1999. The increase was primarily attributable to additional services offerings and an increase in the Company's installed base. Also contributing to the increase in consulting services revenue was an increase in larger consulting service engagements. The table below summarizes the composition and growth in the Company's service revenue:
THREE MONTHS ENDED JUNE 30, --------------------------- (in thousands) % INCREASE ---------- 1998 1999 98 TO 99 ---- ---- -------- Maintenance fee revenue $10,049 $10,398 3% Consulting services revenue 9,013 11,807 31 ------- ------- Total service revenue $19,062 $22,205 16% ======= =======
COST OF SOFTWARE LICENSE FEES. Cost of software license fees consists primarily of royalties from the sale of third party products, amortization expense related to capitalized software and the cost of product media, manuals and shipping. Cost of software license fees decreased 9%, from $2.0 million for the quarter ended June 30, 1998 to $1.8 million for the quarter ended June 30, 1999. Cost of software license fees as a percentage of software license fee revenue increased from 18% for the quarter ended June 30, 1998 to 26% for the quarter ended June 30, 1999. The decrease in dollar amount is attributed to lower royalties from the sales of third party products which is associated with the decrease in software license fee revenue. The increase as a percentage of software license fees revenue is attributed primarily to an increase in amortization of capitalized software related to the release of new NT products. COST OF SERVICES. Cost of services consists of costs to provide product and technical support, consulting services and training services to licensees of the Company's products. Cost of services increased 26%, from $8.1 million for the quarter ended June 30, 1998 to $10.3 million for the quarter ended June 30, 1999. Cost of services as a percentage of service revenue increased from 43% for the quarter ended June 30, 1998 to 46% for the quarter ended June 30, 1999. The increase in dollar amount and as a percentage resulted primarily from increased staffing in the consulting and support organizations in response to increased demand for consulting services, a continued growth in the customer base and an increase in the use of third party contractors. RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of engineering personnel, related facilities and computer and communications overhead, and third party contractor costs reduced by capitalized software development costs and, when applicable, research funding. Research and development expenses decreased 5% from $5.3 million for the quarter ended June 30, 1998 to $5.0 million for the quarter ended June 30, 1999. Research and development expense as a percentage of total revenue was 17% for the quarters ended June 30, 1998 and June 30, 1999. The decrease in research and development expenses was due primarily to decreased staffing. The Company capitalized $1.2 million of software development costs for the quarters ended June 30, 1998 and 1999. 12 13 SALES AND MARKETING. Sales and marketing expenses consist primarily of salaries, commissions, travel, promotional expenses, facilities, and computers and communications costs for direct sales offices. Sales and marketing expenses increased 6% from $9.6 million for the quarter ended June 30, 1998 to $10.1 million for the quarter ended June 30, 1999. Sales and marketing expense as a percentage of total revenue increased from 31% for the quarter ended June 30, 1998 to 35% for the quarter ended June 30, 1999. The increase in dollar amount and as a percentage was due to increased investments in corporate image and brand awareness marketing including an advertising campaign. GENERAL AND ADMINISTRATIVE. General and administrative expenses consist primarily of salaries of executive and administrative personnel and related facilities and computers and communication overhead, as well as provisions for doubtful accounts, insurance, investor relations and outside professional fees. General and administrative expenses increased 45% from $2.0 million for the quarter ended June 30, 1998 to $2.9 million for the quarter ended June 30, 1999. General and administrative expense as a percentage of total revenue was 7% and 10% for the third quarter of fiscal year 1998 and fiscal year 1999, respectively. The increase in dollar amount and as a percentage was primarily due to expenses related to a potential acquisition that was not consummated, employee severance costs and to a lesser extent increased staffing costs. PROVISION (BENEFIT) FOR INCOME TAXES. The provision for federal, state and foreign income taxes was $(2.3) million for the quarter ended June 30, 1998 and $0.2 million for the quarter ended June 30, 1999. The effective income tax rate was 32% for both the quarter ended June 30, 1998 and 1999. NINE MONTHS ENDED JUNE 30, 1999 COMPARED TO NINE MONTHS ENDED JUNE 30, 1998 REVENUE. Total revenue increased 12%, from $80.8 million for the nine months ended June 30, 1998 to $90.7 million for the nine months ended June 30, 1999. Software license fee revenue decreased 11%, from $28.0 million for the nine months ended June 30, 1998 to $24.8 million for the nine months ended June 30, 1999. The Company believes the decrease was primarily due to potential customers deciding to postpone software acquisitions and implementations to focus on Year 2000 compliance issues. Service revenue increased 25%, from $52.8 million for the nine months ended June 30, 1998 to $65.9 million for the nine months ended June 30, 1999. The increase was primarily attributable to an increase in the installed base of customers resulting in an increase in both maintenance revenue and consulting service revenue. Additionally, revenue from consulting services continued to grow due to increased service offerings and larger consulting service engagements. The following table sets forth a comparative breakout of the components of service revenue.
NINE MONTHS ENDED JUNE 30, -------------------------- (IN THOUSANDS) % - INCREASE -------- 1998 1999 98 TO 99 ---- ---- -------- Maintenance fee revenue $ 28,314 $ 31,246 10% Consulting services revenue 24,504 34,632 41 -------- -------- Total service revenue $ 52,818 $ 65,878 25% ======== ========
COST OF SOFTWARE LICENSE FEES. Cost of software license fees increased 21%, from $5.1 million for the nine months ended June 30, 1998 to $6.1 million for the nine months ended June 30, 1999. Cost of software license fees as a percentage of software license fee revenue increased from 18% for the nine months ended June 30, 1998 to 25% for the nine months ended June 30, 1999. The increase in the dollar amount and as a percentage of software license fee revenue is due to an increase in amortization of capitalized software costs related to the release of new NT products as well as to the write-off of a product the Company no longer plans to sell. COST OF SERVICES. Cost of services increased 31%, from $22.9 million for the nine months ended June 30, 1998 to $30.0 million for the nine months ended June 30, 1999. Cost of services as a percentage of 13 14 service revenue increased from 43% for the nine months ended June 30, 1998 to 45% for the nine months ended June 30, 1999. The increase in dollar amount and as a percentage resulted primarily from increased staffing in the consulting and support organizations in response to increased demand for consulting services, a continued growth in the customer base and an increase in the use of third party contractors. RESEARCH AND DEVELOPMENT. Research and development expenses increased 10%, from $13.8 million for the nine months ended June 30, 1998 to $15.2 million for the nine months ended June 30, 1999. The increase in research and development expense was due primarily to increased spending related to NT platform development initiatives during the current fiscal year. The Company capitalized $3.1 million of software development costs for the nine months ended June 30, 1998 compared to $4.5 million of software development costs for the nine months ended June 30, 1999. SALES AND MARKETING. Sales and marketing expenses increased 15%, from $26.4 million for the nine months ended June 30, 1998 to $30.3 million for the nine months ended June 30, 1999. Sales and marketing expense as a percentage of total revenue was 33% for the first nine months of both fiscal year 1998 and 1999. The increase in dollar amount was due to increased marketing activities, increased staffing in the direct sales force and an increase in commission expense associated with higher revenue. GENERAL AND ADMINISTRATIVE. General and administrative expenses increased 28%, from $6.5 million for the nine months ended June 30, 1998 to $8.3 million for the nine months ended June 30, 1999. General and administrative expenses as a percentage of total revenue were 8% for the nine months ended June 30, 1998 and 9% for the nine months ended June 30, 1999. The increase in dollar amount was primarily due to expenses relating to the handling and resolution of a dispute with a former business partner, expenses relating to a potential acquisition that was not consummated and to a lesser extent increased staffing costs. PROVISION (BENEFIT) FOR INCOME TAXES. The provision (benefit) for federal, state and foreign income taxes was $(1.2) million and $1.0 million for the nine months ended June 30, 1998 and June 30, 1999, respectively. The effective tax rate was 32% for both the nine months ended June 30, 1998 and June 30, 1999, respectively. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1999, the Company had cash, cash equivalents and marketable securities of $44.5 million resulting from a net use of cash, cash equivalents and marketable securities of $1.8 million during the first nine months of fiscal year 1999. Operating activities provided approximately $8.4 million and stock option and employee stock purchase plan exercises provided $0.4 million while investments in fixed assets used $5.0 million, $4.6 million was used to fund capitalized software and purchases of treasury stock consumed $0.9 million. Days sales outstanding ("DSO") was 64 days as of June 30, 1999 compared to 73 days as of September 30, 1998. The Company calculates DSO by dividing the ending accounts receivable balance, net of allowance for doubtful accounts, by the annualized revenue for the quarter, multiplied by 360. The Company believes that this method of deriving DSO is indicative of actual results due to the cyclical nature of software license and service transactions, which are often consummated nearer the end of the quarter, as well as the fluctuation of transactions from one quarter to the next. Deferred revenue decreased $2.7 million, from $37.6 million at September 30, 1998 to $34.9 million at June 30, 1999. The decrease in deferred revenue is due to a decrease in the deferred consulting services component which is a result of increased services delivery during the quarter ended June 30, 1999. The Company is currently contemplating expanding its offering of complementary products and technology via third party software relationships and/or acquisition. Consummation of additional agreements may result in the use of cash, cash equivalents and marketable securities for prepaid royalties, development funding, and acquisition. Although there are no current agreements with respect to additional material acquisitions of complementary businesses, such transactions could, if they were to occur, require additional sources of financing. 14 15 The Company believes that cash, cash equivalents and marketable securities on hand and cash flows from operations will be sufficient to fund its operations at least through fiscal 1999. While operating activities may provide cash in certain periods, to the extent the Company experiences growth in the future, the Company anticipates that its operating and investing activities may use cash, and consequently, such growth may require the Company to obtain additional sources of financing. IMPACT OF THE YEAR 2000 The Year 2000 issue relates primarily to computer software and operating systems in which dates have been abbreviated. Unless corrected, these systems may recognize the date of "January 1, 2000" as "January 1, 1900". As a result, computer software and operating systems used by many companies may need to be upgraded to comply with Year 2000 requirements. The Company has instituted a Year 2000 project in which Year 2000 issues are assessed and addressed in the development of its software systems, its relationships with third parties, and its internal operating systems. The human resource, financial management, materials management, and process manufacturing systems owned, developed, and marketed by the Company to run on the IBM AS/400 and the Microsoft Windows NT servers are designed to store four digit date formats for years and to process (calculate, compare, and sequence) date/time data from the twentieth century into the twenty-first century. Beginning in 1995, in anticipation of the Year 2000, the Company began testing its systems for defects in date formats. The Company has developed a Year 2000 plan under which that testing will continue through the Year 2000 on currently available releases and as new releases of the software systems are developed. The Company is certified by the Information Technology Association of America (ITAA) regarding Year 2000 methods and processes used in the development of its AS/400 products. The Company has not sought ITAA certification for the methods and processes used in the development of its other software systems. Although the software systems developed by the Company are designed to be Year 2000 compliant and are being tested for compliance on an ongoing basis, there can be no assurance that such software systems do not contain undetected errors or defects or that, when combined or interoperating with other hardware, software, firmware, or modifications that are not fully compliant, will process data in a manner that is Year 2000 compliant. Additionally, some of the Company's customers are running older versions of the Company's systems, which may have defects in date formats. The Company encourages its customers to migrate to current product versions so that they will get the benefit of all error and defect corrections that are currently available. Because the Company is in the business of selling computer system products, the Company's risk of being subjected to lawsuits relating to Year 2000 issues with its products is likely to be greater than that of companies in other industries. The outcomes of any Year 2000 claims and the impact of such claims on the Company cannot be determined at this time; such outcomes will depend on the facts and circumstances of each situation and the evolving state of the law as these types of claims are addressed by legal systems worldwide. The Company's financial management and human resource management internal business information systems are primarily made up of the same commercial application software products developed and marketed by the Company to end users. The Company does not expect any significant Year 2000 compliance issues to arise in connection with those primary information systems. The Company has substantially completed the three phases of its Year 2000 project related to third parties from whom it purchases development, marketing, and other types of services as well as third parties from whom the Company acquires supplies for it internal operations. Those phases were preparing an inventory of such third parties, assigning priorities for such third parties, obtaining from third parties that are material to the business of the Company responses to questionnaires regarding Year 2000 readiness of the third party and its products. As the final phases of the Company's Year 2000 project related to third parties, the Company has substantially completed testing material items , repairing or replacing material items that are determined not to be Year 2000 compliant (scheduled for completion by September 1999), and designing and implementing contingency and business continuation plans (scheduled for completion by September 1999). 15 16 The total cost associated with the Year 2000 project is not expected to be material to the Company's financial position. The Company has not separately tracked costs of the Year 2000 project but has, as part of its existing operating budget, budgeted the anticipated costs related to both efforts in the Research and Development organization to continue ongoing testing of the Company's systems and to begin testing of third party products, and efforts in the Internal Systems organization to test other third party products and repair or replace internal systems. The Company believes that the Year 2000 problem in general had resulted, in the prior fiscal periods, in an increased demand for its software systems, because of the speed in which customers can implement the Company's systems. Such demand has slowed down as the Year 2000 draws closer. Additionally, as the Year 2000 approaches, potential customers may consider outsourcing their system needs to data center outsourcing and service bureau alternatives. Also, application software system acquisitions have slowed down as potential customers decide to postpone acquisitions and implementations which are not required by their own Year 2000 projects. The Company's ability to accurately forecast the impact of these issues on the software industry and on its own quarter to quarter revenue is limited. The failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, the Company's normal business activities or operations. Such failures could materially and adversely affect the Company's results of operations, liquidity, and financial condition. Due to the general uncertainty inherent in the Year 2000 problem, resulting in part from the uncertainty of the Year 2000 readiness of third parties, the Company is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact on the Company's results of operations, liquidity, or financial condition. None of the Company's customers, on its own, is considered material to the business of the Company and none are being contacted regarding its own Year 2000 readiness. The Year 2000 project is expected to significantly reduce the Company's level of uncertainty about the Year 2000 problem and, in particular, about the Year 2000 compliance and readiness of the material third parties with which it has relationships. The Company believes that, with the implementation of new business systems and completion of the Year 2000 project as scheduled, the possibility of significant interruptions of normal operations should be reduced. EURO CONVERSION On January 1, 1999, eleven of the fifteen member countries of the European Union established fixed conversion rates between their sovereign currencies and the euro and adopted the euro as their common legal currency on that date. In the year 2002, participating countries will adopt the euro as their single currency. Until that date, use of the euro is optional. The Company does not believe that the consequences of the euro conversion at January 1, 1999 have had or will have a material impact on the Company's results of operations, liquidity, or financial condition. The Company's revenue from Europe represented approximately 6% of the Company's total revenue in fiscal 1998. In addition, the Company has not conducted any business denominated in the euro nor does the Company anticipate any significant volume of such transactions during this initial phase of the transition to the euro. The Company has modified the financial, human resource, and material management application software products it has developed and marketed to end users so that the systems, as modified, substantially comply with the euro currency requirements known generally as `triangulation' and as `no compulsion/no prohibition,' as described under Articles 3,4, and 5 of Council Regulation (EC) No. 1103/7 of 17 June 1997 on certain provisions relating to the introduction of the euro. Such modifications have been made generally available to its customers. Despite the foregoing, there can be no assurance that such software products will not contain undetected errors or defects or that, when combined or interoperating with other hardware, software, firmware or modifications which have not been modified for euro conversion, will convert currency data in a manner compliant with the euro conversion adopted by the member countries. 16 17 The Company's financial management and human resource management internal business information systems are primarily made of the same commercial application software products developed and marketed by the Company to end users. The Company does not expect significant euro conversion issues to arise in connection with those primary internal business information systems. The Company has begun to identify and ensure that all other euro conversion compliance issues are addressed. FACTORS AFFECTING FUTURE PERFORMANCE The Company's quarterly revenue and operating results have varied significantly in the past and are likely to vary substantially from quarter to quarter in the future. Such fluctuations may result in volatility in the price of the Company's common stock. Quarterly revenue and operating results may fluctuate as a result of a variety of factors, including the slowing of application software purchases resulting from a market focus on preparations for the Year 2000, the Company's lengthy sales cycle, the proportion of revenue attributable to license fees versus service revenue, changes in the level of operating expenses, demand for the Company's products, the introduction of new products and product enhancements by the Company or its competitors, changes in customer budgets, competitive conditions in the industry, the Year 2000 and euro conversion issues described above, and general economic conditions. Further, the purchase of the Company's products often involves a significant commitment of capital by its customers with the attendant delays frequently associated with large capital expenditures and authorization procedures within an organization. For these and other reasons, the sales cycles for the Company's products are typically lengthy and subject to a number of significant risks over which the Company has little or no control. The Company historically has operated with little software license backlog because its software products are generally shipped as orders are received. The Company has often recognized a substantial portion of its revenue in the last month of the quarter and often in the last week of that month. As a result, license fees in any quarter are substantially dependent on orders booked and shipped in the last month or last week of that quarter. Accordingly, a small variation in the timing of recognition of revenue for specific transactions is likely to adversely and disproportionately affect the Company's operating results for a quarter because the Company establishes its expenditure levels on the basis of its expected future revenue and only a small portion of the Company's expenses vary with its revenue. Accordingly, the Company believes that period to period comparisons of results of operations are not necessarily meaningful and should not be relied upon as indicative of future performance. The Securities and Exchange Commission (SEC) has recently raised issues regarding the methodologies used in the allocation of purchase price to in-process research and development (R&D) acquired and has required some companies to adjust or restate prior period earnings to reduce allocations to in-process R&D, thereby increasing intangible assets and future amortization expense. While the Company believes its in-process R&D allocation is appropriate, if the SEC were to require that the allocation be changed, this would result in higher amortization expense, which would adversely impact future operating results in addition to a restatement of historical operating results. During fiscal year 1998, the Company acquired all of the outstanding capital stock of Cort Directions, Inc., (Cort), a privately held software concern which primarily developed and marketed a payroll application for the Microsoft NT platform. The transaction was consummated for $7,857 in cash as well as $375 of acquisition costs. The amount allocated to in-process research and development was determined by an independent appraiser and represented technology which had not reached technological feasibility and had no alternative future use. Accordingly, this amount of $7,796 was charged to operations at the acquisition date. The Company's business has experienced and is expected to continue to experience significant seasonality. In recent years, the Company has experienced greater demand for its products in its fourth fiscal quarter and has experienced lower revenue in its succeeding first and second fiscal quarters. The fluctuations are caused primarily by customer purchasing patterns and the Company's sales recognition programs which reward and recognize sales personnel on the basis of achievement of annual performance quotas. Due to the foregoing factors and the factors set forth under "Results of Operations" above, it is likely that in some future quarter the Company's operating results will be below the expectations of the Company and public market analysts and investors. In such event, the price of the Company's common 17 18 stock would likely be materially adversely affected. The business applications software market is characterized by rapid technological change, frequent new product introductions, evolving industry standards and changes in customer demands. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. The Company's future success will depend in part on its ability to enhance products and services and to develop and introduce new products and services to meet changing customer requirements. There can be no assurance that the Company will be successful in developing and marketing product enhancements or new products that respond to technological change or evolving industry standards; that the Company will not experience difficulties that could delay or prevent the successful development, introduction, and marketing of these products and enhancements; or that any new products and product enhancements it may introduce will achieve market acceptance. In addition, there can be no assurance that the Company will not encounter product development delays in the future or that, despite testing by the Company, errors will not be found in new products or product enhancements after commencement of commercial shipments, resulting in loss of market share, delay in market acceptance, or warranty claims which could have a material adverse effect upon the Company's business, operating results and financial condition. As the Company's primary current source of revenue comes from customers using IBM midrange computers, future revenue from licenses of present products and sales of services and recurring maintenance revenue are therefore dependent on continued widespread use of the AS/400 and the continued support of such computers by IBM. In addition, because the Company's current AS/400 product line requires the use of IBM's OS/400 operating system, the Company may be required to adapt its products to any changes made in such operating system in the future. The Company's inability to adapt to future changes in the OS/400 operating system, or delays in doing so, could have a material adverse effect on the Company's business, operating results and financial condition. A portion of the Company's revenue comes from customers using Microsoft NT servers. The Company is continuing to develop software applications which operate on the Microsoft Windows NT operating system as well as over the Internet and within corporate intranets. The Company's development and implementation of versions of its business software applications to run on Microsoft Windows NT servers involves more intense competition from a larger number of competitors. Although the Company has been successful in generating revenue from these new products, there can be no assurance that the Company will continue to be able to compete successfully against current or future competitors. The Company's continued growth and success depend to a significant extent on the continued services of its senior management and other key employees and the hiring of new qualified employees. Competition for highly-skilled business, product development, technical and other personnel is increasingly intense due to lower overall unemployment rates and significant information technology-related spending. Accordingly, the Company expects to experience increased compensation costs that may not be offset through either improved productivity or higher prices. There can be no assurances that the Company will be successful in continuously recruiting new personnel and in retaining existing personnel. The Company does not have long-term employment or non-competition agreements with its employees. The loss of key employees or the Company's inability to attract additional qualified employees or retain other employees could have a material adverse effect on the continued growth of the Company. The business applications software market is highly competitive and rapidly changing. A number of companies offer products similar to the Company's products and target the same customers as the Company. The Company believes its ability to compete depends upon many factors within and outside its control, including the timely development and introduction of new products and product enhancements, product functionality, performance, price, reliability, customer service and support, sales and marketing efforts and product distribution. The Company believes that competition in its industry is undergoing rapid change and that the barriers to competition between market segments that have previously existed are decreasing. Due to the relatively low barriers to entry in the software market, the Company expects additional competition from other established and emerging companies as the client/server business applications software market continues to develop and expand. Increased competition may result in price 18 19 reductions, reduced gross margins, and loss of market share, any of which would have a material adverse effect on the Company's business, operating results, and financial condition. There can be no assurance that the Company will be able to compete successfully against current or future competitors or that competitive pressures will not have a material adverse effect on the Company's business, operating results and financial condition. Revenue from customers outside North America represented 11%, 11% and 7% of the Company's total revenue in fiscal 1996, 1997 and 1998, respectively. The Company believes that its revenue and future operating results will depend, in part, on its ability to increase sales in international markets. There can be no assurance that the Company will be able to maintain or increase its current level of international revenue. An important part of the Company's strategy is to expand its indirect distribution channels in international markets. There can be no assurance that the Company will be able to attract and retain international distributors and resellers that will be able to market the Company's products effectively and will be qualified to provide timely and cost-effective customer support and service. The inability to attract and retain important resellers could materially and adversely affect the Company's business, operating results and financial condition. Other risks inherent in the Company's international business activities generally include unexpected changes in regulatory requirements, tariffs and other trade barriers, costs and difficulties of localizing products for foreign countries, lack of acceptance of localized products in foreign countries, longer accounts receivable payment cycles, difficulties in managing international operations, potentially adverse tax consequences including restrictions on the repatriation of earnings, the burdens of complying with a wide variety of foreign laws and economic instability. There can be no assurance that such factors would not have a material adverse effect on the Company's future international revenue and, consequently, on the Company's business, operating results and financial condition. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There were no material changes in the Company's exposure to market risk from September 30, 1998. 19 20 PART II - OTHER INFORMATION Items 1.-4. Not applicable Item 5. Other Information On July 14, 1999 the Company's President and Chief Executive Officer, Frederick J. Lizza resigned. The Company has appointed Robert A. Pemberton to the position of President and Chief Executive Officer. Mr. Pemberton founded the Company in July 1981 and operated as the Company's Chief Executive Officer until December 1996. He has remained the Chairman of the Board of the Company since its founding. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 Financial Data Schedule. (b) Reports on Form 8-K None 20 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Infinium Software, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 13, 1999 INFINIUM SOFTWARE, INC. by: /s/ DANIEL J. KOSSMANN ---------------------- Daniel J. Kossmann Chief Financial Officer 21 22 INFINIUM SOFTWARE, INC. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 27 Financial Data Schedule 23
22 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 9-MOS SEP-30-1999 OCT-01-1998 JUN-30-1999 1 17,612 26,857 22,652 1,828 0 74,878 23,516 13,753 101,104 54,656 0 0 0 126 44,085 101,104 24,811 90,689 6,104 36,068 53,791 175 0 3,056 978 2,078 0 0 0 2,078 0.17 0.16
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