-----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, KxfYtfteiDkE7ejk9ZOTFhxA72hkU8gWlMDwkGM1eO5rbTRN4ebARyntHzzKacne NHYi5zx0CZF1Af6sY8xQ1A== 0000950149-98-000997.txt : 19980518 0000950149-98-000997.hdr.sgml : 19980518 ACCESSION NUMBER: 0000950149-98-000997 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENLIGHTEN SOFTWARE SOLUTIONS INC CENTRAL INDEX KEY: 0000919175 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943008888 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23446 FILM NUMBER: 98621905 BUSINESS ADDRESS: STREET 1: 999 BAKER WAY STE 390 CITY: SAN MATCO STATE: CA ZIP: 94404-1578 BUSINESS PHONE: 4155780700 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWARE PROFESSIONALS INC DATE OF NAME CHANGE: 19940217 10QSB 1 REPORT ON FORM 10-QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-23446 ENLIGHTEN SOFTWARE SOLUTIONS, INC. (Exact Name as registrant specified in its charter) CALIFORNIA 94-3008888 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 999 BAKER WAY, FIFTH FLOOR, SAN MATEO, CALIFORNIA 94404 (Address of principal executive offices) (Zip code) (650) 578-0700 (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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 the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 1998: OUTSTANDING CLASS MARCH 31, 1998 Common Stock, no par value 3,005,435 This is Page 1 of 20 Pages. The Index to Exhibits begins on Page 20 2 ENLIGHTEN SOFTWARE SOLUTIONS, INC. QUARTERLY REPORT ON FORM 10-QSB QUARTER ENDED MARCH 31, 1998 TABLE OF CONTENTS
PAGE NO. - -------------------------------------------------------------------------------- PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets -- 3 As of March 31, 1998 and December 31, 1997 Condensed Consolidated Statements of Operations -- 4 Three months ended March 31, 1998 and 1997 Condensed Consolidated Statements of Cash Flows -- 5 Three months ended March 31, 1998 and 1997 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of 9 Financial Condition and Results of Operations - -------------------------------------------------------------------------------- PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 18 - -------------------------------------------------------------------------------- SIGNATURES 19 - --------------------------------------------------------------------------------
Page 2 3 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31, 1998 1997 --------- ----------- (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 805,429 $ 1,406,141 Short term investments 486,000 286,000 Accounts receivable, less allowance for doubtful accounts 537,911 240,444 Refundable income taxes -- 127,035 Prepaid expenses and other assets 694,184 449,256 ----------- ----------- Total current assets 2,523,524 2,508,876 Property and equipment, net 623,440 748,736 Software development costs, net 196,360 231,063 Other assets 231,034 226,034 ----------- ----------- $ 3,574,358 $ 3,714,709 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 120,109 $ 134,043 Accrued and other current liabilities 473,048 728,975 Deferred revenue 219,538 359,361 ----------- ----------- Total current liabilities 812,695 1,222,379 ----------- ----------- Shareholders' equity: Common stock 5,123,852 5,079,505 Unrealized gain on investments 13,305 -- Accumulated deficit (2,375,494) (2,587,175) ----------- ----------- Total shareholders' equity 2,761,663 2,492,330 ----------- ----------- $ 3,574,358 $ 3,714,709 =========== ===========
The accompanying notes are an integral part of the condensed consolidated financial statements Page 3 4 ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended March 31, ----------------------------- 1998 1997 ------------- ----------- Revenue: Product license fees $ 180,130 $ 431,678 Product maintenance fees 155,473 862,205 Consulting services 207,817 35,051 Royalties 157,160 -- ----------- ----------- Total revenue 700,580 1,328,934 Cost of revenue 173,838 230,290 ----------- ----------- Gross profit 526,742 1,098,644 ----------- ----------- Operating expenses: Research and development 276,739 696,264 Sales and marketing 379,945 1,170,545 General and administrative 222,345 357,603 Gain on sale of Tandem product line (515,487) -- ----------- ----------- Total operating expenses 363,542 2,224,412 ----------- ----------- Operating income (loss) 163,200 (1,125,768) Other income 7,877 494 ----------- ----------- Income (loss) before income taxes 171,077 (1,125,274) Income tax expense (benefit) (40,604) 1,080 ----------- ----------- Net income (loss) $ 211,681 $(1,126,354) =========== =========== Basic earnings (loss) per share: Net income (loss) per share $ 0.07 $ (0.39) =========== =========== Shares used in net income (loss) per share computation 2,985,746 2,924,226 =========== =========== Diluted earnings (loss) per share: Net income (loss) per share $ 0.06 $ (0.39) =========== =========== Shares used in net income (loss) per share computation 3,449,857 2,924,226 =========== ===========
The accompanying notes are an integral part of the condensed consolidated financial statements Page 4 5 ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended March 31, ---------------------------- 1998 1997 ---------- ---------- Cash flows from operating activities: Net income (loss) $ 211,681 $(1,126,354) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 92,173 172,286 Gain on sale of Tandem product line (515,487) -- Changes in operating assets and liabilities: Accounts receivable, net (297,467) 5,291 Refundable income taxes 127,035 -- Prepaid expenses and other assets 156,960 35,231 Trade accounts payable (13,934) 115,708 Accrued and other liabilities (255,927) (259,924) Deferred revenue (139,823) 341,191 ----------- ----------- Net cash used for operating activities (634,789) (716,571) ----------- ----------- Cash flows from investing activities: Purchases of short-term investments (186,695) -- Sales of short-term investments -- 550,065 Proceeds from sale of Tandem product line 191,666 -- Capitalization of software development costs -- (32,520) Purchases of property and equipment (15,246) (51,574) ----------- ----------- Net cash provided by (used for) investing activities (10,275) 465,971 ----------- ----------- Cash flows from financing activities: Proceeds from issuance of stock 44,352 65,989 ----------- ----------- Net decrease in cash and cash equivalents (600,712) (184,611) Cash and cash equivalents at beginning of period 1,406,141 689,611 ----------- ----------- Cash and cash equivalents at end of period $ 805,429 $ 505,000 =========== ===========
The accompanying notes are an integral part of the condensed consolidated financial statements Page 5 6 ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The Consolidated Financial Statements of Enlighten Software Solutions, Inc. and Subsidiary (the "Company") included in the Company's Form 10-KSB for the year ended December 31, 1997 contain additional information about the Company, its operations, and its financial statements and accounting practices, and should be read in conjunction with this Quarterly Report on Form 10-QSB. The balance sheet at December 31, 1997 was derived from audited financial statements; however, it does not include all disclosures required by generally accepted accounting principles. These interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-QSB and therefore certain information and footnote disclosures normally contained in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The interim financial information contained herein is not necessarily indicative of results for any future period. The accompanying unaudited condensed consolidated financial statements of the Company reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to present a fair statement of the financial position as of March 31, 1998, and the results of operations and cash flows for the interim periods presented. 2. Revenue Recognition Product license fees are recognized after the following events have occurred: a product evaluation has been shipped to the customer; the customer elects to purchase the software following an evaluation period; the customer signs the related contract; and collection of the sales price is probable. Royalty revenues that are contingent upon sale to an end user by original equipment manufacturers are recognized upon receipt of a report of shipment. Product maintenance fees committed as part of new product licenses and maintenance resulting from renewed maintenance contracts are deferred and recognized ratably over the contract period, generally one year. Consulting service revenue is recognized when services are performed for time and material contracts and on a percentage of completion basis for fixed price contracts. 3. Cash and Cash Equivalents The Company considers all liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has classified its investments in commercial paper and U.S. Treasury notes as "held-to-maturity." All such investments mature in less than one year and are stated at amortized cost, which approximates fair value. Interest income is recorded using an effective interest rate, with the associated discount or premium amortized to interest income. Page 6 7 ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) Additionally, the Company has classified its investments in preferred stock as "available-for-sale." Such investments are recorded at fair market value based on quoted market prices, with unrealized gains and losses reported as a separate component of stockholders' equity. As of March 31, 1998, unrealized gains and losses were not significant. 4. Earnings Per Common Share Basic earnings per share is based on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive common shares outstanding. All historical earnings per share data have been restated to conform to this presentation. Below is the calculation of basic and diluted earnings per share:
March 31, March 31, 1998 1997 ---- ---- Net income (loss) $ 211,681 $(1,126,354) ========== =========== Weighted average shares outstanding -- Basic 2,985,746 2,924,226 Employee stock options 464,111 -- ---------- ----------- Weighted average shares outstanding -- Diluted 3,449,857 2,924,226 ========== ========== Earnings per common share: Basic $ 0.07 $ (0.39) Diluted $ 0.06 $ (0.39)
5. Recent Accounting Pronouncements The Company adopted the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." The adoption of this statement did not have a material affect on the periods presented. Page 7 8 6. Subsequent Event On April 22, 1998, the Company's Board of Directors authorized the filing of a registration statement with the Securities and Exchange Commission permitting the Company to sell 575,000 shares of its common stock in connection with a proposed public offering. Page 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion in this report on Form 10-QSB contains forward looking statements that involve risks and uncertainties. The Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the heading "Business Risks" contained herein and in the Company's other filings with the Securities and Exchange Commission, including but not limited to those discussed under the heading "Risk Factors" in the Company's 1997 Report on Form 10-KSB. OVERVIEW Enlighten Software Solutions develops, markets, and supports software products for UNIX and UNIX/NT environment workgroup administration and enterprise management. The Company's product solutions are designed for open systems distributed computing environments in the range of ten to 1,000 servers/clients. The EnlightenDSM product allows companies to manage their information systems by enabling systems managers and administrators to control their systems from diverse UNIX/NT platform vendors such as , Digital Equipment Corporation, Hewlett-Packard, IBM, Santa Cruz Operation (SCO), Silicon Graphics, Sun Microsystems, and Microsoft Windows NT. Founded in 1986, the Company was a leading provider of systems management software on the Tandem platform, providing a range of automated systems management products to over 400 companies in 30 countries. On October 1, 1997, the Company sold its Tandem product line to New Dimension Software, Inc. ("NDS") in order to focus efforts on its UNIX/NT product suite. In connection with this sale, the Company will receive approximately $2.5 million in cash, of which $1.6 million was received in 1997, and the rights to receive royalties on Tandem related products for a period of three years based upon NDS' licensing and support of the Tandem software products. The sale of the Tandem product line also included the transfer to NDS of approximately 12 employees associated with the Company's Tandem operation. Following the disposition of its Tandem product line, the Company shifted its sales strategy to one based primarily upon third-party distributors and restructured its sales department as a result of this shift. The Company intends to build its sales, marketing, and customer support organizations with a focus on delivery of its products to original equipment manufacturer ("OEM") partners, resellers, system integrators, and select end-users. An essential element of the Company's sales and marketing strategy is the development of indirect distribution channels, such as OEMs, independent software vendors ("ISVs"), and value added resellers ("VARs"), as well as other systems Page 9 10 management and application software vendors whose products are complementary with those of the Company. VARIABILITY OF QUARTERLY RESULTS The Company has experienced significant quarterly fluctuations in operating results and expects that these fluctuations will continue in future periods. These fluctuations have been caused by a number of factors, including the timing of new product or product enhancement introductions by the Company or its competitors, purchasing patterns of its customers, size and timing of individual orders, the rate of customer acceptance of new products, and pricing and promotion strategies undertaken by the Company or its competitors. Future operating results may fluctuate as a result of these and other factors, including the Company's ability to continue to develop, acquire, and introduce new products on a timely basis. Additionally, the Company's operating results may be influenced by seasonality and overall trends in the global economy. Because the Company operates with a relatively small backlog, quarterly sales and operating results generally depend on the volume and timing of orders received during the quarter, which are difficult to forecast. Historically, the Company has recognized a substantial portion of its license revenues in the last month of the quarter, particularly the last week. Since the Company's staffing levels and other operating expenses are based upon anticipated revenues, delays in the receipt of orders can cause significant fluctuations in income from quarter to quarter. RESULTS OF OPERATIONS Total revenue. Revenue for the first quarter of 1998 totaled $701,000, a 47% decrease when compared to the same quarter in 1997. This decrease was entirely due to the sale of the Company's Tandem products on October 1, 1997, which significantly affected product license fees and product maintenance fees. The decrease in Tandem revenue was partially offset by an increase in revenue associated with the Company's UNIX/NT product. Revenue from product license fees decreased 58% to $180,000 in the first three months of 1998, compared to $432,000 for the same period in 1997. The decrease was primarily attributable to the sale of the Tandem product line. There was no product license fee revenue from the Company's Tandem product line compared to $372,000 in the first quarter of 1997. The decrease in Tandem product license fees during the first three months of 1998 was partially offset by an increase of $120,000, or 200%, from the Company's UNIX/NT product, EnlightenDSM, when compared to the same period in 1997. Product maintenance fees decreased 82%, to $155,000, in the first quarter of 1998 when compared to the same period in 1997. This decline is entirely due to the disposition of the Tandem product line on October 1, 1997. Product maintenance fees for EnlightenDSM increased by $148,000, for the first quarter of 1998, compared to the first Page 10 11 quarter of 1997. This increase was primarily a result of support fees recognized in connection with the Company's OEM relationship. Consulting services revenue increased by $173,000, to $208,000 in the first quarter of 1997 when compared with the first quarter of 1996. The increase is primarily due to non-recurring consulting work related to the Company's new OEM relationship as well as consulting performed for NDS in connection with the Company's sale of the Tandem product line. Royalties. Royalties for the first quarter of 1997 were $157,000. The Company recognizes royalties from product license fees and product maintenance fees generated by the Tandem product line sold to NDS in October 1997. There were no comparable royalties in the first quarter of 1997. Cost of revenue. Cost of revenue decreased by $56,000, or 24%, to $174,000 in the first quarter of 1997. The reduction in cost of revenue is caused primarily by the decrease in costs associated with royalties paid to third parties and amortization of software development and acquisition costs. Costs associated with these two areas decreased as a result of the sale of the Tandem product line. These cost reductions were partially offset by hardware costs associated with the non-recurring consulting services performed in connection with the Company's OEM relationship. Research and development. Net research and development expenses decreased by 60% to $277,000 in the first quarter of 1998 when compared to the first quarter of 1997. This decrease is attributable to the sale of the Tandem product line on October 1, 1997. All Tandem research and development personnel were transferred to NDS in October 1997, thus there were no comparable expenses associated with Tandem development in the first quarter of 1998 when compared to the same period in 1997. The Company expects its research and development expenditures to increase in absolute dollars as it expands that operation to facilitate expected product demands associated with its third-party resellers. Sales and marketing. Sales and marketing expenses decreased by 68%, to $380,000, primarily due to the sale of the Tandem product line in October 1997 and the restructuring of the sales and marketing department to reflect the Company's strategy of selling through third parties as opposed to selling directly. All sales and support personnel associated with the Tandem product line were transferred to NDS as part of the sale of that operation. Additionally, the Company closed all remote sales operations in the U.S. and the U.K. during the fourth quarter of 1997, significantly reducing sales and marketing costs. The Company expects sales and marketing costs to increase in absolute dollars for the foreseeable future as it expands its ability to sell and service its products through third-party resellers and, to a lesser extent, expands its direct sales force. Page 11 12 General and administrative. General and administrative expenses decreased by $135,000, or 38%, in the first quarter of 1998 when compared to the same period in 1997. The decrease in expense is primarily related to decreased overhead associated with the disposed Tandem operation. Gain on sale of Tandem product line. On October 1, 1997, the Company sold its Tandem product line to NDS. The Company received approximately $2.5 million in cash ($1.6 million of which was received in the fourth quarter of 1997) and the rights to receive royalties on Tandem related products for a period of three years. In the fourth quarter of 1997, the Company recognized a gain on the sale of the operating assets of the Tandem product line of approximately $2.2 million. In the first quarter of 1998, the Company received the balance of the cash related to the sale of the assets and recognized the balance of the gain from this transaction, or $515,000. Other income (expense). Other income and expense (net) increased by $7,000 as a result of an increase in net interest income. Income tax expense (benefit). Due to the Company's loss and credit carryforwards no tax is due on the first quarter's net income. The Company recognized a tax benefit of $41,000 in the first quarter of 1998 as a result of receiving tax refunds on net operating loss carrybacks in excess of taxes receivable provided for by the Company. Since the Company does not expect to have a tax liability in 1998, the full benefit of the excess tax refund received was recognized in the first quarter of 1998. The Company's tax expense recognized in the first quarter of 1997 is due to taxes paid to foreign jurisdictions. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1998, the Company's cash, cash equivalents, and short term investments were $1,292,000, representing 36% of total assets. The Company's working capital as of March 31, 1998, was $1,711,000. Cash equivalents are highly liquid with original maturities of ninety days or less. The Company's short term investments are primarily investment grade commercial paper and highly liquid. The Company had no debt as of March 31, 1998, other than normal trade payables and accrued liabilities. Shareholders' equity as of March 31, 1998, was $2,762,000. During the first quarter of 1998, the Company's operating activities used cash of $635,000, compared to cash used by operating activities of $717,000 in the same period of the prior year. The change was principally caused by decreased net losses, excluding the gain on the sale of the Tandem operation, an increase in accounts receivable, and decreases in accrued liabilities and deferred revenue. The Company's investing activities have consisted primarily of short-term investments, the sale of the Company's Tandem operation, capitalization of software development costs, and additions to capital equipment. Investing activities used cash of $10,000 in the first quarter of 1998, compared with providing cash of $466,000 in the Page 12 13 same period in 1997. The decrease is primarily due to sales of short-term investments made in the first quarter of 1997 for which there were no comparable transactions in the first quarter of 1998. The cash received for the sale of the Tandem operation in the first quarter of 1998 was almost entirely offset by purchases of short-term investments. Financing activities provided cash of $44,000 in the first quarter of 1998, compared with cash provided of $66,000 in the same period of the prior year. The decrease in cash provided from financing activities resulted from a reduction in cash provided by the exercise of employee stock options. On April 22, 1998, the Company filed a registration statement with the Securities and Exchange Commission to sell up to 575,000 shares of its Common Stock in connection with a proposed public offering. The Company believes that its cash, cash equivalents, and short term investment balances, the proceeds from the sale of Common Stock, and funds from operations will satisfy the Company's projected working capital and capital expenditure requirements through the next twelve months. BUSINESS RISKS In addition to the other information in this Report on Form 10-QSB and other documents the Company files from time to time with the Securities and Exchange Commission, the following risk factors should be considered carefully in evaluating the Company and its business: Fluctuating Operating Results The Company has experienced significant quarterly fluctuations in operating results and expects that these fluctuations will continue in future periods. These fluctuations have been caused by a number of factors, including the timing of new product or product enhancement introductions by the Company or its competitors, the development and introduction of new operating systems that require additional development efforts, purchasing patterns of its customers, size and timing of individual orders, the rate of customer acceptance of new products, and pricing and promotion strategies undertaken by the Company or its competitors. Future operating results may fluctuate as a result of these and other factors, including the Company's ability to continue to develop, acquire, and introduce new products on a timely basis, the timing and level of sales by the Company's OEM or other third-party licensees of computer systems or software incorporating the Company's products, technological changes in computer systems and environments, quality control of the products sold, the Company's success in shifting its primary sales strategy from direct to indirect channels, and general economic conditions. Additionally, the Company's operating results may be influenced by seasonality and overall trends in the global economy. Because the Company operates with a relatively small backlog, quarterly sales and operating results generally depend on Page 13 14 the volume and timing of orders received during the quarter, which are difficult to forecast. Historically, the Company has recognized a substantial portion of its license revenue in the last month of the quarter, particularly the last week. Since the Company's staffing levels and other operating expenses are based upon anticipated revenue, delays in the receipt of orders can cause significant fluctuations in income from quarter to quarter. Uncertainty of Success in Open Systems Market The Company has derived a substantial portion of its revenue to date from its Tandem-based products. The Company, however, sold all rights to its Tandem technology in October 1997. The future success of the Company is substantially dependent on its ability to generate significant revenue from its UNIX/NT product offering. The Company's initial product entry into the open systems market in 1995 was unsuccessful. Version 2.0 of EnlightenDSM was released in mid-1996 and represented 27% and 22% of the Company's license revenues in 1997 and 1996, respectively. In January 1998, the Company signed an OEM bundling agreement with Silicon Graphics in which Silicon Graphics will bundle a limited version of the Company's product on each UNIX system shipped. This was the first such OEM agreement entered into by the Company. However, the open systems market is characterized by rapid technological growth and intense competition. There can be no assurance that the Company has the resources, both financial and personnel, to effectively capitalize on, and continue with, its early and limited success in this market. Expansion of New Distribution Channels; Reliance on Resellers Prior to October 1997, the Company employed primarily a direct sales model, complemented with a telesales force, for the sale of its software products. In the fourth quarter of 1997, the Company began to shift a majority of its sales and marketing resources toward third-party resellers in both the United States and internationally. The Company's growth will be dependent on its ability to expand its third-party distribution channel to market, sell, and support the Company's software products. The Company is currently investing, and intends to continue to invest, significant resources to develop this channel, which could materially adversely affect the Company's operating margins. The Company has only limited experience in marketing its products through distributors. Additionally, the Company will have no control over its third-party distributors including their shipping dates or volumes of systems shipped by its OEM and other third-party customers. There can be no assurance that the Company will be successful in its efforts to generate significant revenue from this channel, nor can there can be any assurance that the Company will be successful in recruiting new organizations to represent the Company and its products. Additionally, as the Company shifts its sales efforts from direct to indirect channels, the Company will become more dependent on its third-party distributors for the technical support and consultation to end-users. The Company will need to increase its training and education efforts related to its third-party distributors to enable such third Page 14 15 parties to obtain the technical proficiency and knowledge with respect to the Company's products. Despite these efforts, there can be no assurance that the Company will successfully train its third-party distributors to enable them to provide adequate technical support to the customer base. This may result in, among other things, increased workload on the Company's internal support and engineering staff, or poor customer acceptance of the products, or both, either of which would have a material adverse effect on the Company's business, operating results, and financial condition In January 1998, the Company entered into a Software License, OEM, and Distribution Agreement with Silicon Graphics which will provide a new distribution channel for the Company's products. The Company has agreed to provide a limited feature version of the EnlightenDSM product which will be bundled with Silicon Graphic's IRIX operating system. While the Company believes that this arrangement with Silicon Graphics will be beneficial, there can be no assurance that the Company will be able to deliver its products to Silicon Graphics in a timely manner or that Silicon Graphics will license the Company's products in volumes anticipated by the Company. Further, the agreement with Silicon Graphics is the Company's only significant third-party distribution agreement to date. While the Company's strategy is to obtain additional resellers to reduce the dependence on one vendor, there can be no assurance of successfully attracting additional vendors to distribute the Company's products. Any such failure would result in the Company having expended significant resources with little or no return on its investment, which would have a material adverse effect on the Company's business, operating results, and financial condition. These additional investments and responsibilities will require the expenditure by the Company of substantial resources, including the diversion of employees from other projects to provide the support services and development efforts required to provide products and services to Silicon Graphics and other new third parties, if any. Intense Competition The Company experiences intense competition from other systems management companies, and the market is rapidly changing. The Company believes that its ability to compete successfully depends on a number of factors, including the performance, price, and functionality of its products relative to those of its competitors. Most of the Company's competitors are larger and have greater financial, technical, marketing, support, and other resources than the Company. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements. In addition, the software industry is characterized by low barriers to entry. There can be no assurance that the Company's current competitors or any new market entrants will not develop systems management products that offer significant performance, price, or other advantages over the Company's technology. In addition, operating system vendors could introduce new or upgrade existing operating systems or environments that include systems management functionality offered by the Company, which could render the Company's products obsolete and unmarketable. There can be no assurance that the Page 15 16 Company will be able to successfully compete against current or future competitors which could have a material adverse effect on the Company's business, operating results, and financial condition. Product Concentration The Company expects that substantial majority of the Company's revenue in future periods will be derived from its UNIX/NT product, EnlightenDSM. This product accounted for 100%, and 14% of the Company's license revenue in the three months ended March 31, 1998, and 1997, respectively. The Company has disposed of its Tandem product line that accounted for the majority of its license revenue in each period prior to October 1997. The Company expects that the EnlightenDSM product and its extensions and derivatives will continue to account for a substantial majority, if not all, of the Company's revenue for the foreseeable future as a result of its strategic decision to divest itself of its Tandem technology in order to focus its financial and other resources to selling, servicing, and supporting EnlightenDSM. Broad market acceptance of EnlightenDSM is, therefore, critical to the Company's future success. Failure to achieve broad market acceptance of EnlightenDSM, as a result of competition, technological change, or otherwise, would have a material adverse effect on the business, operating results, and financial condition of the Company. The Company's future financial performance will depend in significant part on the successful development, introduction, and market acceptance of EnlightenDSM and its product enhancements. There can be no assurance that the Company will be successful in marketing EnlightenDSM or any new products, applications, or product enhancements, and any failure to do so would have a material adverse effect on the Company's business, operating results, and financial condition. Rapid Technological Change The market for the Company's products is characterized by rapid technological developments, evolving industry standards, and rapid changes in customer requirements. The introduction of products embodying new technologies, including new operating systems, applications, hardware products, systems management frameworks, and network management platforms, the emergence of new industry standards, or changes in customer requirements could render the Company's existing products obsolete and unmarketable. As a result, the Company's success depends upon its ability to continue to enhance existing products, respond to changing customer requirements, and develop and introduce in a timely manner, new products that keep pace with technological developments and emerging industry standards. Additionally, there can be no assurance that other operating systems, such as Windows NT, will not significantly affect deployment of UNIX systems for business critical applications. A significant portion of the Company's revenue will continue to be derived from UNIX-based computer systems for the foreseeable future. While the Company has ported its products to the Windows NT platform, the product requires Page 16 17 customers to control systems management for their heterogeneous environment from UNIX-based systems. A significant decline in sales of UNIX-based systems would decrease the demand for the Company's products and would have a material adverse effect on the Company's business, operating results, and financial condition. Finally, there can be no assurance that the Company will be successful in developing and marketing, on a timely basis, 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 sale of these products, or that any such new products or product enhancements will adequately meet the requirements of the marketplace and achieve market acceptance. Dependence on Growth of Systems Management Market For the foreseeable future, all of the Company's business will be in the open systems (UNIX and NT) systems management market, which is still an emerging market. The Company's future financial performance will depend in large part on continued growth in the number of companies adopting systems management solutions for their client/server computing environments. There can be no assurance that the market for systems management solutions will continue to grow. If the systems management market fails to grow or grows more slowly than the Company currently anticipates, or in the event of a decline in unit price or demand for the Company's products, as a result of competition, technological change, or other factors, the Company's business, operating results, and financial condition would be materially adversely affected. During recent years, segments of the computer industry have experienced significant economic downturns characterized by decreased product demand, production overcapacity, price erosion, work slowdowns, and layoffs. The Company's operations may in the future experience substantial fluctuations from period-to-period as a consequence of such industry patterns, general economic conditions affecting the timing of orders from major customers, and other factors affecting capital spending. There can be no assurance that such factors will not have a material adverse effect on the Company's business, operating results, and financial condition. Page 17 18 ENLIGHTEN SOFTWARE SOLUTIONS, INC. FORM 10-QSB, MARCH 31, 1998 PART II: OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The exhibits listed in the accompanying Index of Exhibits on Page 15 are filed or incorporated by reference as part of this report. Exhibit numbers 10.21, 10.21.1, 10.22, 10.23, 10.24, 10.25, and 10.26 are management contracts or compensatory plans or arrangements. (b) Reports on Form 8-K During the quarter ended March 31, 1998, the Company did not file any reports on Form 8-K. ITEMS 1, 2, 3, 4, AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE. Page 18 19 ENLIGHTEN SOFTWARE SOLUTIONS, INC. FORM 10-QSB, MARCH 31, 1998 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Enlighten Software Solutions, Inc. DATE: SIGNATURE: /s/ David D. Parker ----------------------- ----------------------------- David D. Parker Chief Executive Officer DATE: SIGNATURE: /s/ Michael A. Morgan ----------------------- ----------------------------- Michael A. Morgan Chief Financial Officer Page 19 20 ENLIGHTEN SOFTWARE SOLUTIONS, INC. FORM 10-QSB, MARCH 31, 1998 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.21.1(1)@ Amendment to Employment letter and Termination and Change in Control Agreement, dated November 6, 1996, by and between Enlighten Software Solutions, Inc. and Byron E. Jacobs. 10.24(1)@ Termination and Change in Control Agreement, dated April 24, 1996, by and between Enlighten Software Solutions, Inc. and Michael A. Morgan. 10.25(1)@ Employment letter, dated December 27, 1996, by and between Enlighten Software Solutions, Inc. and Mark Himelstein. 10.26(1)@ Nonqualified Stock Option Agreement, dated December 27, 1996, by and between Enlighten Software Solutions, Inc. and Mark Himelstein. 10.27(2) Agreement dated as of September 22, 1997, by and among Enlighten Software Solutions, Inc., Peter J. McDonald, and New Dimension Software, Inc. 10.28(3)@ Employment letter, dated July 3, 1997, by and between Enlighten Software Solutions, Inc. and Michael Seashols. 10.29(3)@ Employment letter, dated August 28, 1997, by and between Enlighten Software Solutions, Inc. and David D. Parker. 10.30(3) Agreement dated as of January 21, 1998, by and between Enlighten Software Solutions, Inc. and Silicon Graphics, Inc.
- ---------- (1) Incorporated by reference from an exhibit of the same number in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996. (2) Incorporated by reference from exhibit 10.27 in the Company's Current Report on Form 8-K dated October 1, 1997. (3) Incorporated by reference from an exhibit of the same number in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997. @ Compensatory or employment arrangement. Page 20 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 805,429 486,000 537,911 0 0 2,523,524 1,328,000 704,560 3,574,358 812,695 0 5,123,856 0 0 13,305 3,574,360 700,580 700,580 173,838 173,838 363,542 0 0 171,077 (40,604) 211,681 0 0 0 211,681 0.07 0.06
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