<PAGE> 1
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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________TO _______________.
COMMISSION FILE NUMBER 0-28660
- --------------------------------------------------------------------------------
TRITEAL CORPORATION
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
DELAWARE 33-0548924
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2011 PALOMAR AIRPORT ROAD
CARLSBAD, CA 92009-1431
(Address of principal executive offices)
(760) 827-5000
(Registrant's phone number, including area code)
-----------------------------------------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED REPORTS REQUIRED TO
BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS: YES [X] NO [ ]
As of August 8, 1997 there were 10,900,180 shares of $.001 par value common
stock outstanding.
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<PAGE> 2
TRITEAL CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets............................ 3
Consolidated Statements of Operations.................. 4
Consolidated Statements of Cash Flows.................. 5
Notes to Consolidated Financial Statements............. 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations....... 7
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................... 13
SIGNATURES............................................................... 13
</TABLE>
Page 2
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRITEAL CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30, March 31,
1997 1997
----------- -----------
(Unaudited) (Note)
<S> <C> <C>
Current assets:
Cash and cash equivalents ............................. $ 9,140,842 $11,614,707
Short-term investments ................................ 29,165,793 31,248,987
Accounts receivable, net .............................. 11,989,502 8,748,817
Prepaid expenses and other current assets ............. 1,955,356 2,196,112
---------- -----------
Total current assets............................... 52,251,493 53,808,623
Property and equipment, net ................................ 1,801,719 1,561,609
Other assets, net .......................................... 2,647,276 330,622
=========== ===========
Total assets .................................. $56,700,488 $55,700,854
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................................... $ 1,081,992 $ 1,507,250
Accrued liabilities .................................. 5,502,206 5,064,570
Deferred revenues .................................... 1,685,825 1,013,414
----------- -----------
Total current liabilities ........................ 8,270,023 7,585,234
Stockholders' equity:
Preferred Stock, $.001 par value
Authorized shares -- 5,000,000
Issued and outstanding-- no shares -- --
Common Stock, $.001 par value
Authorized shares -- 30,000,000
Issued and outstanding -- 10,890,710 shares and
10,768,493 shares at June 30, 1997 and
March 31, 1997, respectively...................... 10,890 10,769
Additional paid-in capital ........................... 54,940,678 54,861,983
Notes receivable from stockholders ................... (96,667) (96,667)
Deferred compensation ................................ (87,400) (100,300)
Accumulated deficit .................................. (6,337,036) (6,560,165)
----------- -----------
Total stockholders' equity......................... 48,430,465 48,115,620
----------- -----------
Total liabilities and stockholders' equity......... $56,700,488 $55,700,854
=========== ===========
</TABLE>
Note: The balance sheet at March 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
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TRITEAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
----------------------------------
1997 1996
---------- ----------
<S> <C> <C>
Revenues:
License fees ................................................. $ 4,818,062 $2,336,892
Maintenance and services ..................................... 651,826 463,666
----------- ----------
Total revenues .......................................... 5,469,888 2,800,558
Cost of revenues:
Cost of license fees ......................................... 735,251 520,238
Cost of maintenance and services ............................. 316,257 107,464
----------- ----------
Total cost of revenues .................................. 1,051,508 627,702
----------- ----------
Gross profit ............................................ 4,418,380 2,172,856
Operating expenses:
Research and development ..................................... 1,204,180 483,290
Selling, general and administrative........................... 3,520,732 2,673,706
----------- ----------
Total operating expenses ................................ 4,724,912 3,156,996
----------- ----------
Operating loss ................................................. (306,532) (984,140)
Interest income (expense), net ................................. 541,938 (9,850)
----------- ----------
Income (loss) before provision for income taxes ............... 235,406 (993,990)
Provision for income taxes ..................................... 12,277 --
----------- ----------
Net income (loss) .............................................. $ 223,129 $ (993,990)
=========== ==========
Net income (loss) per share .................................... $ 0.02 $ (0.15)
=========== ===========
Shares used in computing net income (loss) per share ........... 11,851,840 6,712,321
=========== ===========
</TABLE>
See accompanying notes.
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TRITEAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
----------------------------------
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ............................................. $ 223,129 $ (993,990)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization ........................... 237,915 128,109
Amortization of deferred compensation ................... 12,900 12,900
Changes in operating assets and liabilities:
Accounts receivable.................................. (3,240,685) 934,600
Prepaid expenses and other current assets............ 240,756 (105,932)
Accounts payable .................................... (425,258) (498,685)
Accrued liabilities ................................ 437,636 742,591
Deferred revenues ................................... 672,411 65,671
----------- ----------
Net cash used in operating activities ......................... (1,841,196) 285,264
Cash flows from investing activities:
Short-term investments .................................. 2,083,194 --
Purchase of property and equipment ...................... (478,025) (99,552)
Other assets............................................. (2,316,654) (215,694)
----------- ----------
Net cash provided by (used in) investing activities............ (711,485) (315,246)
Cash flows from financing activities:
Proceeds from long-term debt ........................... -- 35,778
Repayments of long-term debt ............................ -- (30,347)
Proceeds from issuance of common stock................... 78,816 668
Proceeds from issuance of preferred stock, net .......... -- 3,566,164
----------- ----------
Net cash provided by financing activities ..................... 78,816 3,572,263
----------- ----------
Increase (decrease) in cash and cash equivalents .............. (2,473,865) 3,542,281
Cash and cash equivalents at beginning of period .............. 11,614,707 301,251
----------- ----------
Cash and cash equivalents at end of period..................... $ 9,140,842 $3,843,532
=========== ==========
</TABLE>
See accompanying notes.
Page 5
<PAGE> 6
TRITEAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
TriTeal Corporation (the "Company") develops, markets and supports open
systems-based, mission-critical desktop system software and integrated
applications that enable multi-platform deployment of client/server applications
throughout an enterprise. The Company recently introduced its Java-based SoftNC
technology, a thin-client, platform-independent solution designed to allow
simultaneous access to Java and legacy applications.
The Consolidated Financial Statements of the Company included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended March 31, 1997 (the "Form 10-K") 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-Q. These unaudited consolidated financial statements
have been prepared in accordance with the instructions on Form 10-Q 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 accompanying unaudited consolidated financial statements of the Company
reflect all adjustments of a normal recurring nature which are, in the opinion
of management, necessary for a fair presentation of the financial position,
results of operations and cash flows for all periods presented. The interim
financial information herein are not necessarily indicative of results for any
future interim periods or for the full fiscal year ending March 31, 1998.
NOTE 2 - COMPUTATION OF NET INCOME (LOSS) PER SHARE
Net income (loss) per share is computed using the weighted average number of
common shares and common stock equivalents outstanding. Common equivalent shares
from stock options and warrants are excluded from the computation when their
effect is antidilutive except that, pursuant to the Securities and Exchange
Commission Staff Accounting Bulletins, common shares and common equivalent
shares issued during the twelve months prior to the initial filing of the
Registration Statement with the Securities and Exchange Commission have been
included in the calculation as outstanding for all periods prior to the
Company's initial public offering (using the treasury stock method). The
calculation also gives effect to the conversion of all convertible preferred
shares (using the if-converted method), which automatically converted into
common shares upon completion of the Company's initial public offering.
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NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which
the Company will adopt for all periods ending after December 15, 1997. Pursuant
to SFAS No. 128, the Company will replace the reporting of primary earnings per
share ("EPS") with basic EPS, which excludes the dilutive effect of stock
options and warrants. Fully diluted EPS will be replaced by diluted EPS, which
includes the dilutive effect of stock options, similar to the calculation of
fully diluted EPS under Accounting Principles Board Opinion No. 15. The Company
will be required to change the method currently used and to restate all prior
periods. The effect of the adoption of SFAS No. 128 was not material for the
three months ended June 30, 1997 and 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations 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 might cause
such a difference include, but are not limited to, those risks and uncertainties
discussed below, as well as other risks set forth under the caption
"Business-Risk Factors" in the Form 10-K. The following discussion should be
read in conjunction with the Consolidated Financial Statements and the Notes
thereto included in Item 1 of this Quarterly Report on Form 10-Q and in the Form
10-K.
OVERVIEW
TriTeal develops, markets and supports open systems-based, mission-critical
desktop system software and integrated applications that enable multi-platform
deployment of client/server applications throughout an enterprise. The Company
was founded in January 1993, commenced operations in April 1993 and released its
first product in May 1993. In August 1995, the Company introduced its current
flagship product, TED. The Company's current products are based, in part, on
certain technologies licensed from Hewlett-Packard, Spyglass, SPYRUS and other
technology vendors. The Company's revenues historically have been derived from
two principal sources: (i) license fees for the use of the Company's software
products, and (ii) maintenance agreements and software development contract
revenues. To date, substantially all of the Company's revenues have been
attributable to sales of licenses of the TED family of products and related
services. The Company does not anticipate receiving a significant amount of
revenues from software development contracts in the future. TriTeal recently
introduced its Java-based SoftNC technology, a thin-client, platform-independent
solution designed to allow simultaneous access to Java and legacy applications.
The Company has not introduced for commercial sale any products based on its
SoftNC technology, and the Company currently expects that the TED family of
products and related services will account for substantially all of its revenues
for the foreseeable future. Revenues from software licenses are generally
recognized upon shipment. Revenues from maintenance agreements are recognized
over the contract terms,
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which generally is one year. Software development contract revenues are
recognized using the percentage-of-completion method.
THREE MONTHS ENDED JUNE 30, 1997 AND 1996
Revenues
The Company's total revenues increased to $5.5 million for the three months
ended June 30, 1997 from $2.8 million for the three months ended June 30, 1996.
License fees increased to $4.8 million for the three months ended June 30, 1997
from $2.3 million for the three months ended June 30, 1996. During the three
months ended June 30, 1997 and 1996, license fees aggregated 88% and 83% of
total revenues, respectively. The increase in license fees was due primarily to
increased market acceptance of the Company's existing products and technologies,
introduction of enhanced and new products and technologies and expansion of the
Company's direct sales force. Maintenance and services revenues, which also
include revenues derived from software development contracts, increased to
$652,000 for the three months ended June 30, 1997 from $464,000 for the three
months ended June 30, 1996. The increase in maintenance and services revenues
was due primarily to additional maintenance agreements associated with a larger
installed base of customers. The Company does not anticipate receiving a
significant amount of revenues from software development contracts in the
future; however, it may enter into such contracts in special situations where
such software development may be necessary or where the technology may allow the
Company to introduce new products, penetrate new markets or establish strategic
relationships.
Cost of Revenues
The Company's total cost of revenues increased to $1.1 million for the three
months ended June 30, 1997 from $628,000 for the three months ended June 30,
1996. As a percentage of total revenues, gross margin increased to 81% for the
three months ended June 30, 1997 from 78% for the three months ended June 30,
1996. The increase in gross margin was a result of the shift in revenue mix to
software license revenues, which typically have higher gross margins, a shift in
software license revenue mix to higher margin software licenses, as well as
lower average third-party royalty rates. There can be no assurance that gross
margins will remain at this level in the future. The cost of license fees, which
consists primarily of third-party royalties for licensed technology, related
maintenance charges, and media and documentation, increased to $735,000 for the
three months ended June 30, 1997 from $520,000 for the three months ended June
30, 1996. The increase in the cost of license fees was due principally to a
higher volume of sales of licenses. The cost of maintenance and services, which
consists primarily of labor and related overhead, increased to $316,000 for the
three months ended June 30, 1997 from $107,000 for the three months ended June
30, 1996. The increase in the cost of maintenance and services was due primarily
to an increase in the number of customer support and development personnel and
related overhead costs necessary to support a larger installed customer base,
product upgrades and development activities.
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Research and Development
Research and development expenses include costs associated with the
development of new products, enhancements of existing products and quality
assurance activities. These expenses consist primarily of personnel costs,
overhead costs relating to occupancy, equipment depreciation and supplies. In
accordance with Statement of Financial Accounting Standards No. 86, internal
development costs incurred in the research and development of new software
products and enhancements to existing software products are expensed as incurred
until technological feasibility has been established. To date, the Company's
internal software development has been completed concurrent with the
establishment of technological feasibility and, accordingly, no such costs have
been capitalized. Research and development expenses increased to $1.2 million
for the three months ended June 30, 1997 from $483,000 for the three months
ended June 30, 1996. The increase in research and development expenses was
attributable primarily to the development of the Company's research and
development organization and reflects the increased costs associated with both
additional headcount as well as expanded research and development efforts.
Research and development expenses represented 22% and 17% of total revenues for
the three months ended June 30, 1997 and 1996, respectively. The Company
believes that a significant level of investment for product development is
required and, accordingly, the Company anticipates that, for the foreseeable
future, these expenses will continue to increase in absolute dollars.
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of salaries,
commissions and bonuses, promotional expenses and occupancy costs. Selling,
general and administrative expenses increased to $3.5 million for the three
months ended June 30, 1997 from $2.7 million for the three months ended June 30,
1996. The increase in selling, general and administrative expenses was due
primarily to increased administrative personnel and occupancy costs, the hiring
of additional sales and marketing personnel, increased travel associated with
additional headcount, increased sales volumes and additional promotional
activities. The Company believes that selling, general and administrative
expenses will increase in absolute dollars as the Company expands its sales and
administrative staff and adds infrastructure.
Interest Income (Expense), Net
Interest income (expense), net, represents interest earned on the Company's
cash, cash equivalents and short-term investments, offset in part during the
three months ended June 30, 1996 by interest expense on the Company's
borrowings. Net interest income was $542,000 for the three months ended June 30,
1997 compared to net interest expense of $10,000 for the three months ended June
30, 1996. This increase was attributable to earnings on the proceeds from the
Company's initial and follow-on public offerings during fiscal 1997, which
together generated approximately $44.7 million in net cash proceeds.
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FACTORS AFFECTING OPERATING RESULTS
The Company has experienced significant fluctuations in its revenues and
operating results from quarter to quarter and anticipates that it will continue
to experience such quarterly fluctuations. The Company's revenues and operating
results have generally been higher in the fourth fiscal quarter than in any
preceding quarter of each fiscal year, due largely, the Company believes, to the
positive effect of the Company's incentive sales compensation plans. In
addition, as a result of the Company's incentive sales compensation plans, first
fiscal quarter revenues in any year are typically lower than revenues in the
immediately preceding fourth fiscal quarter. In fiscal 1998, however, revenues
for the first quarter exceeded revenues in the fourth quarter of fiscal 1997,
and there can be no assurance that historical patterns of operating results will
be repeated in the future. In addition, the Company's sales are made
predominantly in the third month of each fiscal quarter and tend to be
concentrated in the latter half of that third month.
Accordingly, the Company's quarterly results of operations are difficult to
predict, and delays in product delivery or in closings of sales near the end of
a quarter could cause quarterly revenues to fall substantially short of
anticipated levels and, to a greater degree, adversely affect profitability.
Factors that may contribute to such fluctuations, in addition to incentive
compensation, include seasonal factors, such as the fiscal year ends of the
government and other customers and reduction in European business during summer
months; the number of new orders and product shipments; the size and timing of
individual orders; the timing of introduction of products or product
enhancements by the Company, the Company's competitors or other providers of
hardware, software and components for the Company's market; competition and
pricing in the software industry; market acceptance of new products; reduction
in demand for existing products and shortening of product life cycles as a
result of new product introductions by competitors; product quality problems;
customer order deferrals in anticipation of new products; changes in customer
budgets or procurement procedures; changes in operating expenses; changes in
Company or customer strategy; personnel changes; changes in foreign currency
exchange rates; changes in mix of products sold; and changes in general economic
conditions.
The Company's sales generally comprise a small number of orders with a large
dollar amount per order. The loss or delay in receipt of individual orders,
therefore, could have a more significant impact on the revenues and quarterly
results of the Company than on those of companies with higher sales volumes or
lower revenues per order. The Company's software products generally are shipped
as orders are received, and revenues are recognized upon shipment of the
products and related software licenses, provided no significant vendor
obligations exist and collection of the related receivable is deemed probable.
As a result, software license revenues in any quarter are substantially
dependent on orders booked and shipped in that quarter. The timing of license
fee revenue is difficult to predict because of the length of the Company's sales
cycle, which is typically three to nine months from the initial contact. Because
the Company's operating expenses are based on anticipated revenue trends and
because a high percentage of the Company's expenses are relatively fixed, a
delay in the recognition of revenue from a limited number of license
transactions could cause significant variations in operating results from
quarter to quarter and could result in losses substantially in
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excess of anticipated amounts. To the extent such expenses precede, or are not
subsequently followed by, increased revenues, the Company's operating results
would be materially and adversely affected. In addition, the achievement of
anticipated revenues is substantially dependent on the ability of the Company to
attract, on a timely basis, and retain skilled personnel, especially sales and
support personnel. As a result of the foregoing factors, among others, revenues
for any quarter are subject to significant variation, and the Company believes
that period-to-period comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as indications of future
performance. Fluctuations in operating results may also result in volatility in
the price of the Company's common stock in the public market. Due to all of the
foregoing factors, among others, it is likely that, from time to time in the
future, the Company's results of operations would be below the expectations of
public market analysts and investors.
Because the Company derives a substantial portion of its revenues from
government resellers and agencies of the U.S. Government, the Company's largest
receivables tend to have lengthy collection cycles. To date, the impact of such
lengthy collection cycles has not been material to the Company's results of
operations or working capital requirements; however, there can be no assurance
that future delays in payment will not adversely affect the Company's results of
operations or ability to meet its anticipated liquidity needs.
The Company's business is subject to a number of other significant risks
including, but not limited to, its limited operating history and history of
operating losses (including an accumulated deficit of $6.3 million at June 30,
1997); the relatively small number of customers that have historically accounted
for a significant percentage of the Company's revenues, particularly departments
and agencies of the U.S. Government; the concentration of the Company's
customers among enterprises supporting UNIX operating systems; its dependence on
the growth of the desktop and client/server market and continuation of
heterogeneous operating environments; intense competition in the Company's
markets (including competitors and potential competitors with significantly
greater resources than the Company); the Company's dependence on certain
strategic relationships, third-party technology licenses and indirect channel
partners; the risks associated with rapidly changing technology and evolving
standards; the concentration of the Company's product line on the TED family of
products and services; successful expansion and management of the Company's
employee base; the risks associated with international operations and expansion
of the customer base in foreign markets; the Company's dependence on proprietary
technology and other risks common to emerging growth, high technology software
companies as well as other factors discussed herein.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations and met its
capital expenditure requirements primarily from proceeds of the Company's
initial and follow-on public offerings of Common Stock and private sales of
Preferred Stock, sales of its software products and services, as well as
borrowings under its bank credit facility.
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At June 30, 1997, the Company had $38.3 million in cash, cash equivalents
and short-term investments, representing 68% of total assets.
Net cash used in operating activities for the three months ended June 30,
1997 reflects primarily an increase in accounts receivable, which was partially
offset by net income as well as an increase in accrued liabilities and deferred
revenue. The Company generally does not offer payment terms beyond 60 days;
however, the Company's sales to government resellers and agencies of the U.S.
government typically have longer payment cycles. Because the Company derives a
substantial portion of its revenues from government resellers and agencies of
the U.S. Government, the Company's largest receivables tend to have lengthy
collection cycles. To date, the impact of such lengthy collection cycles has not
been material to the Company's results of operations or working capital
requirements; however, there can be no assurance that future delays in payment
will not adversely affect the Company's results of operations or ability to meet
its anticipated liquidity needs.
Investing activities used net cash of $711,000 for the three months ended
June 30, 1997, and consisted primarily of the purchase of technologies from
third parties and, to a lesser extent, the purchase of property and equipment.
Capital expenditures have generally consisted of computer workstations,
networking equipment, office furniture and equipment and leasehold improvements.
The Company had no material firm commitments for capital expenditures at June
30, 1997, but expects to purchase additional computer equipment, furniture and
fixtures and to enhance its management information systems throughout fiscal
1998 and 1999. The Company estimates that such expenditures will approximate $5
million through fiscal 1999.
In April 1997, the Company signed a 10-year lease agreement, scheduled to
commence in April 1998, for approximately 51,000 square feet of office space
intended for use as the new corporate headquarters in Carlsbad, California. As
of June 30, 1997, the Company's principal commitments, including the 10-year
lease signed in April 1997, consisted of obligations under operating leases
aggregating approximately $12.5 million through 2008.
The Company's operations to date have required substantial amounts of
capital. The Company expects to spend substantial funds to support the growth of
its products, to add enhancements and additional applications to its products
and to expand internationally. The Company's capital requirements will depend on
numerous factors, including the progress of the Company's research and
development programs, the commercial acceptance of its products, the resources
the Company devotes to advanced technologies and the demand for its products.
The Company believes that its current cash, cash equivalents and short-term
investments, along with its available credit facility, will be sufficient to
meet its anticipated cash needs for working capital, capital expenditures and
business expansion for at least the next 12 months. The estimate of the period
for which the Company expects its available cash balances and credit facilities
to be sufficient to meet its capital requirements is a forward-looking statement
that involves risks and uncertainties set forth herein and under the caption
"Business - Risk Factors" in the Form 10-K.
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PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS:
<TABLE>
<CAPTION>
<S> <C>
11.1 Statement Regarding Calculation of Net Income (Loss)
Per Share
27.1 Financial Data Schedule
</TABLE>
B) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during the
three months ended June 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRITEAL CORPORATION
Date: August 12, 1997 /s/ Jeffrey D. Witous
--------------------------------------------
Jeffrey D. Witous
Chief Executive Officer and
Chairman of the Board
Date: August 12, 1997 /s/ Arthur S. Budman
--------------------------------------------
Arthur S. Budman
Chief Financial Officer and Director
(Principal financial and accounting officer)
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EXHIBIT 11.1
TRITEAL CORPORATION
STATEMENT REGARDING CALCULATION OF NET INCOME (LOSS) PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
June 30,
----------------------------------
1997 1996
----------------------------------
(Amounts in thousands, except per
share data)
<S> <C> <C>
Net income (loss) .......................................... $ 223 $ (990)
======= ======
Average common shares outstanding ......................... 10,839 3,493
Adjustments to reflect requirements of the Securities and
Exchange Commission
(Effect of SAB 83) ..................................... -- 2,492
Effect of assumed conversion of Series A convertible
preferred shares from date of issuance ..................
-- 727
Common equivalent shares from outstanding stock options and
warrants (1) ............................................ 1,013 --
------- ------
Adjusted shares outstanding ............................... 11,852 6,712
======= ======
Net income (loss) per share (2)........................... $ .02 $ (.15)
======= ======
</TABLE>
(1) Common equivalent shares are excluded from the computation for loss
periods, as their effect is antidulitive, except that, pursuant to SAB 83,
common shares and common equivalent shares issued during the 12 months
prior to the Company's June 1996 initial public offering have been included
in the calculation as outstanding for all periods prior to the initial
public offering.
(2) Fully diluted net income per share for the three months ended June 30, 1997
has not been presented because the effect is not material.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 9,140,842
<SECURITIES> 29,165,793
<RECEIVABLES> 11,989,502
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 52,251,493
<PP&E> 1,801,719
<DEPRECIATION> 0
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0
0
<COMMON> 10,890
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<SALES> 5,469,888
<TOTAL-REVENUES> 5,469,888
<CGS> 1,051,508
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<INCOME-PRETAX> 235,406
<INCOME-TAX> 12,277
<INCOME-CONTINUING> 223,129
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<NET-INCOME> 223,129
<EPS-PRIMARY> .02
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</TABLE>
