<PAGE>
______________________________________________________________________________
______________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended September 30, 1998
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 0-27798
WORKGROUP TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3153644
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
91 Hartwell Avenue, Lexington, Massachusetts 02421
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 674-2000
_______________________
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Class Outstanding at November 9, 1998
--------------- -------------------------------
Common Stock, $.01 par value 8,475,498
_____________________________________________________________________________
_____________________________________________________________________________
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
INDEX
Page(s)
-------
Part I. Financial Information:
Item 1. Condensed Consolidated Balance Sheets
at September 30, 1998 and March 31, 1998 2
Consolidated Statements of Operations for the
three and six month periods ended
September 30, 1998 and 1997 3
Consolidated Statements of Cash Flows for the
six month periods ended
September 30, 1998 and 1997 4
Notes to Consolidated Financial
Statements 5
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 6-10
Part II. Other Information:
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
1998 1998
(unaudited)
ASSETS
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 26,511 $ 31,779
Accounts receivable, net 1,729 1,497
Prepaid expenses expenses and other current assets 277 202
------------- ------------
Total current assets 28,517 33,478
------------- ------------
Property and equipment, net 1,458 1,574
Other assets 14 23
------------- ------------
$ 29,989 $ 35,075
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 568 $ 1,031
Accrued expenses 1,830 1,982
Accrued royalties 221 139
Deferred revenue 1,927 1,884
------------- ------------
Total current liabilities 4,546 5,036
------------- ------------
Stockholders' equity:
Common stock 84 84
Additional paid-in capital 44,278 44,142
Accumulated translation adjustment (24) (13)
Accumulated deficit (18,895) (14,174)
------------- ------------
Total stockholders' equity 25,443 30,039
------------- ------------
$ 29,989 $ 35,075
============= ============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
2
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
1998 1997 1998 1997
(unaudited) (unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue
Software licenses $ 811 $ 779 $ 1,487 $ 1,506
Maintenance and services 1,235 1,136 2,423 2,208
---------- ---------- ---------- ----------
Total revenue 2,046 1,915 3,910 3,714
Cost of revenue
Cost of software licenses 76 39 132 105
Cost of maintenance and services 761 711 1,607 1,481
---------- ---------- ---------- ----------
Total cost of revenue 837 750 1,739 1,586
---------- ---------- ---------- ----------
Gross profit 1,209 1,165 2,171 2,128
Operating expenses
Selling and marketing 1,644 1,306 3,380 2,906
Research and development 1,703 1,333 3,406 2,687
General and administrative 452 531 879 939
---------- ---------- ---------- ----------
Total operating expenses 3,799 3,170 7,665 6,532
---------- ---------- ---------- ----------
Loss from operations (2,590) (2,005) (5,494) (4,404)
Interest income, net 369 298 773 744
---------- ---------- ---------- ----------
Loss before income taxes (2,221) (1,707) (4,721) (3,660)
Provision for income taxes - 20 - 50
---------- ---------- ---------- ----------
Net loss $(2,221) $(1,727) $(4,721) $(3,710)
========== ========== ========== ==========
Basic and diluted net loss per share $ (0.26) $ (0.21) $ (0.56) $ (0.45)
========== ========== ========== ==========
Basic and diluted shares outstanding 8,407 8,218 8,389 8,173
========== ========== ========== ==========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
3
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six months ended
September 30,
1998 1997
(unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(4,721) $(3,710)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 471 340
Provision for doubtful accounts - 20
Changes in operating assets and liabilities:
Accounts receivable (232) 1,067
Prepaid expenses and other current assets (75) (231)
Other assets 9 -
Accounts payable (463) (206)
Accrued expenses (79) 256
Accrued royalties 82 (96)
Deferred revenue 43 (385)
----------------- --------------
Net cash used in operating activities (4,965) (2,945)
Cash flows from investing activities:
Purchases of property and equipment (355) (377)
Cash flows from financing activities:
Proceeds from issuance of common stock 63 60
Payments of capital lease obligations - (9)
----------------- --------------
Net cash provided by (used in) financing activities 63 51
Effect of exchange rate changes on cash (11) 14
----------------- --------------
Net decrease in cash and cash equivalents (5,268) (3,257)
Cash and cash equivalents, beginning of period 31,779 37,951
----------------- --------------
Cash and cash equivalents, end of period $26,511 $34,694
================= ==============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
4
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS
Workgroup Technology Corporation (the "Company") was incorporated on May 11,
1992. WTC SolutionCenter(TM), the Company's line of productivity enhancing
products and services, provides both production-proven, enterprise Product
Data Management (through the CMS product) and real-time Knowledge-based
Program Management solutions for product development.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements and notes do not include all
of the disclosures made in the Company's Annual Report on Form 10-K for
fiscal 1998, which should be read in conjunction with these statements.
However, in the opinion of Management, the statements include all adjustments
necessary for a fair presentation of the quarterly results. All adjustments
made to these financial statements were considered to be of a normal and
recurring nature. The results for the three and six month periods ended
September 30, 1998 are not necessarily indicative of the results to be
expected for the full fiscal year.
Risks and Uncertainties
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and would impact future
results of operations and cash flows.
3. NET LOSS PER SHARE
The Company's basic net loss per share is computed by dividing net loss by
the weighted average number of shares of common stock outstanding. The
Company's diluted net loss per share is based on the same computation but
includes dilutive potential common shares. Potential common shares include
shares issuable upon the exercise of stock options or warrants, net of shares
assumed to have been purchased with the proceeds. Potential common shares
were antidilutive for each of the three and six month periods ended September
30, 1998 and 1997 and therefore the basic and diluted net loss per share were
the same.
Options to purchase weighted average shares of the Company's common stock of
1,913,873 and 1,470,175 were outstanding for the periods ended September 30,
1998 and 1997, respectively, at weighted average prices of $4.01 and $3.68,
respectively, but were not included in the computation of diluted earnings
per share because they were antidilutive.
5
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Revenue. The Company's revenue consists of license fees for its CMS family of
software products and fees for professional services and software maintenance.
Revenue for the three and six month periods ended September 30, 1998 increased
6.8% and 5.3%, respectively, to $2,046,000 and $3,910,000 from $1,915,000 and
$3,714,000 in the comparable periods of fiscal 1998.
Software license revenue increased 4.1% to $811,000 in the second quarter of
fiscal 1999 from $779,000 in the same period of fiscal 1998. This increase
resulted primarily from additional deployments of CMS products by existing
customers. For the six months ended September 30, 1998, software license
revenue decreased 1.3% to $1,487,000 from $1,506,000 in the comparable period of
fiscal 1998.
Maintenance and services revenue for the three and six month periods ended
September 30, 1998 increased 8.7% and 9.7%, respectively, to $1,235,000 and
$2,423,000 from $1,136,000 and $2,208,000 in the comparable periods of fiscal
1998. This increase resulted primarily from higher maintenance revenue as a
result of an increase in the customer maintenance base.
Cost of Revenue and Gross Profit. The Company's cost of software license
revenue consists primarily of royalties payable upon the license of products for
which another party is entitled to receive compensation, as well as costs
associated with media, packaging, documentation and delivery of the Company's
product. Gross profit associated with software license revenue for the second
quarter of fiscal 1999 decreased to $735,000 or 90.6% of software license
revenue from $740,000 or 95.0% of software license revenue in the second quarter
of fiscal 1998. For the six months ended September 30, 1998, gross profit from
software license revenue decreased to $1,355,000 or 91.1% of software license
revenue from $1,401,000 or 93.0% for the same period of fiscal 1998. These
changes result primarily from the mix of products sold during each of the
periods which required royalty payments to another party.
Cost of maintenance and services revenue consists primarily of personnel costs
for the Company's customer support and professional services organizations. The
Company's gross profit on maintenance and services revenue increased to $474,000
or 38.4% of maintenance and services revenue in the second quarter of fiscal
1999 from $425,000 or 37.4% of maintenance and service revenue in the second
quarter of fiscal 1998. For the six months ended September 30, 1998, gross
profit on the maintenance and services revenue increased to $816,000 or 33.7%
from $727,000 or 32.9% of the associated revenue in the comparable period of
fiscal 1998. These increases in gross profit on maintenance and services are
due to an increase in maintenance revenue for the three and six month periods
ended September 30, 1998.
Total gross profit as a percentage of total revenue decreased slightly to 59.1%
and 55.5% for the three and six months ended September 30, 1998 from 60.8% and
57.3% in the same periods of fiscal 1998. These decreases are the result of a
lower margin on software as well as a higher proportion of revenue from
maintenance and services versus software licenses in the current fiscal year.
6
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Selling and Marketing. Selling and marketing expenses increased 25.9% and 16.3%
for the three and six month periods ended September 30, 1998 to $1,644,000 and
$3,380,000 from $1,306,000 and $2,906,000, respectively, for the same periods of
fiscal 1998. These increases resulted primarily from additional personnel costs
associated with an increase in the number of employees in the selling and
marketing organizations. Selling and marketing expenses as a percentage of
revenue increased to 80.4% and 86.4% in the three and six month periods of
fiscal 1999 from 68.2% and 78.2% in the same periods of fiscal 1998.
Research and Development. Research and development expenses increased 27.8% and
26.8% for the three and six month periods ended September 30, 1998 to $1,703,000
and $3,406,000 from $1,333,000 and $2,687,000, respectively, for the same
periods of fiscal 1998. The increases in fiscal 1999 resulted primarily from
the employment of additional staff and external contractors to develop and
enhance the Company's products. As a result of these increases, research and
development expenses as a percentage of revenue increased to 83.2% and 87.1% in
the three and six month periods of fiscal 1999 from 69.6% and 72.3% in the same
periods of fiscal 1998.
General and Administrative. In the second quarter of fiscal 1999, general and
administrative expenses decreased 14.9% to $452,000 from $531,000 in the second
quarter of fiscal 1998. For the six months ending September 30, 1998, general
and administrative expenses decreased 6.4% to $879,000 from $939,000 in the same
period of fiscal 1998. These decreases are primarily the result of non-
recurring termination costs in the second quarter of fiscal 1998. As a result
of increased revenue and lower expenses, general and administrative expenses as
a percentage of revenue decreased to 22.1% and 22.5% for the three and six month
periods of fiscal 1999 from 27.7% and 25.3% for each of the same periods of the
previous fiscal year.
Interest Income, (Net). Interest income, net consists of interest earned on
cash and cash equivalents, offset by interest expense associated with equipment
financing. As a result of a higher rate of return on investments, interest
income for the three and six month periods ended September 30, 1998 increased
$71,000 or 23.8% and $29,000 or 3.9%, respectively, from the same periods of
fiscal 1998.
Provision for Income Taxes. For the six months ended September 30, 1998, the
provision for income taxes decreased to zero from $50,000 for the same period of
fiscal 1998. The provision for taxes historically has principally resulted from
estimated state taxes as well as taxable income in the Company's foreign
subsidiaries, some of which have been closed.
7
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and cash equivalents at September 30, 1998 decreased $5,268,000 to
$26,511,000 from $31,779,000 at March 31, 1998. This decrease resulted
primarily from cash used in operations, as well as capital expenditures of
$355,000, during the six month period ended September 30, 1998. Working capital
decreased $4,471,000 to $23,971,000 at September 30, 1998 from $28,442,000 at
fiscal year end.
The Company believes its existing cash and cash equivalent balances will be
sufficient to meet its cash requirements for at least the next year.
To date, neither foreign currency exposure nor inflation has had a material
impact on the Company's financial results.
IMPACT OF THE YEAR 2000 ISSUE
- -----------------------------
Background. The Year 2000 ("Y2K") issue is the result of computer programs
using a two-digit format, as opposed to four digits, to indicate the year.
Computer systems based on a two-digit format will be unable to interpret dates
beyond the year 1999, which could cause a system failure or other computer
errors, leading to disruptions in operations. The Company believes that it has
four general areas of potential exposure with respect to the Y2K issue: (1) its
own software products; (2) internal infrastructure; (3) other internally used
systems; and (4) suppliers.
Assessment. The Y2K issue could affect the Company's products, computers,
software and other equipment used, operated, or maintained by the Company.
Accordingly, the Company is reviewing its internal computer programs and systems
to ensure that its products, programs and systems will be Y2K compliant. While
the estimated cost of these efforts is not expected to be material to the
Company's financial position or any year's results of operations, there can be
no assurance to this effect. The Company is scheduled to complete its
assessment phase by the end of calendar year 1998. The Company presently
believes that its products and computer systems will be Y2K compliant in a
timely manner.
Software Sold to Customers. The Company believes that it has substantially
identified potential Y2K issues with the software products it develops and
markets. Some of the Company's current products are not Y2K compliant but are
expected to be compliant in a timely manner. However, management also believes
that it is not possible to determine with complete certainty that all Y2K issues
affecting the Company's software products have been identified or corrected due
to the complexity of these products and the fact that these products interact
with other third party vendor products and operate on computer systems which are
not under the Company's control.
Internal Infrastructure. The Company believes that it has identified the major
computers, software applications and related equipment used in connection with
its internal operations and is in the process of assessing these systems in
regards to Y2K compliance. To minimize the possibility of a material disruption
to its business due to Y2K issues, the Company has commenced the process of
assessing and, if necessary, modifying, upgrading or replacing major systems
that may have an adverse effect, and is scheduled to complete this process by
the middle of calendar year 1999.
8
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other Internally Used Systems. In addition to computers and related systems,
the operation of office and facilities equipment, such as fax machines,
photocopiers, telephone equipment and other common devices may be affected by
Y2K issues. The Company is currently assessing the potential effect of, and
costs of remediating, the Y2K issues of its office and facilities equipment.
The Company estimates the total cost to the Company of completing any required
modifications, upgrades or replacements of these systems will not have a
material adverse effect on the Company's business or results of operations.
Suppliers. The Company has initiated communications with third party suppliers
of the major computers, software and other equipment used, operated, or
maintained by the Company to identify and, to the extent possible, to resolve
issues involving Y2K. However, the Company has limited or no control over the
actions of these third party suppliers. Thus, while the Company expects that it
will be able to resolve any significant Y2K issues with these systems, there can
be no assurance that these suppliers will resolve any or all Y2K issues with
these systems before the occurrence of a material disruption to the business of
the Company or any of its customers. Any failure of these third parties to
resolve Y2K issues with their systems in a timely manner could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Most Likely Consequences of Year 2000 Issues. The Company expects to identify
and resolve Y2K issues that could materially adversely affect its business
operations. However, management believes that it is not possible to determine
with complete certainty that all Y2K issues affecting the Company have been
identified or corrected. The number of devices that could be affected and the
interactions among these devices are simply too numerous. In addition, one
cannot accurately predict how many Y2K issue related failures will occur or the
severity, duration, or financial consequences of these perhaps inevitable
failures. As a result, management expects that the Company and its customers
could suffer a significant number of operational inconveniences and
inefficiencies which may divert management's time and attention and financial
and human resources from its ordinary business activities. A lesser number of
serious system failures could occur that may require significant efforts by the
Company or its customers to prevent or alleviate material business disruptions.
Contingency Plans. As part of its Y2K compliance planning process, the Company
will develop contingency plans to be implemented if the need arises. Depending
on the systems affected, these plans could include accelerated replacement of
affected equipment or software, short to medium-term use of backup equipment and
software, increased work hours for Company personnel or use of contract
personnel to correct on an accelerated schedule any Y2K issues that arise or to
provide manual workarounds for information systems, and similar approaches. If
the Company is required to implement any of these contingency plans, it could
have a material adverse effect on the Company's financial condition and results
of operations.
Based on the activities described above, the Company does not believe that Y2K
issues will have a material adverse effect on the Company's business or results
of operations.
9
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
- ----------------------------------------------
From time to time information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission (including this Form 10-Q) may contain statements which are
not historical facts, so-called "forward-looking statements", and which involve
risks and uncertainties. The Company's actual future results may differ
significantly from those stated in or implied by any forward-looking statements.
Factors that may cause such differences include, but are not limited to, the
factors discussed below. Each of these factors, and others, are discussed from
time to time in the Company's filings with the Securities and Exchange
Commission.
The Company's future results may be subject to substantial risks and
uncertainties. Because the Company derives the majority of its revenue from
software license fees, the Company's quarterly and annual operating results are
sensitive to the size, timing and shipment of individual orders, customer order
deferrals in anticipation of new products or the lengthening of the sales cycle
either generally or with respect to individual customers. In addition, the
Company's continued growth is dependent on achieving broader market acceptance
of its products and the ability of the Company to introduce enhancements and
additional integrations to its products in a timely manner to meet the evolving
needs of its customers. The Company also relies on certain intellectual
property protections to preserve its intellectual property rights. Any
invalidation of the Company's intellectual property rights or lengthy and
expensive defense of those rights could have a material adverse effect on the
Company. The segment of the software industry in which the Company is engaged is
extremely competitive. Certain current and potential competitors of the Company
are more established and benefit from greater market recognition and have
substantially greater financial, development and marketing resources than the
Company. The Company's ability to achieve Year 2000 compliance, and the level of
incremental costs associated therewith, could be adversely impacted by, among
other things, the availability and cost of programming and testing resources,
vendors' ability to modify proprietary software, and unanticipated problems
identified in the ongoing compliance review.
The Company's quarterly and annual operating results are impacted by a variety
of factors that could materially adversely affect revenues and profitability,
including the timing and shipment of individual orders and enhancements to the
Company's products, the introduction and market acceptance of new integrations
with the Company's products and changes or anticipated changes in economic
conditions. Because the Company's operating expenses are relatively fixed, any
unanticipated shortfall in revenue in a quarter may have an adverse impact on
the Company's results of operations for that quarter. As a result of the
foregoing and other factors, the Company may experience material fluctuations in
future operating results on a quarterly or annual basis which could materially
and adversely affect its business, financial condition, operating results and
stock price.
10
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any litigation that it believes would have
a material impact on its business.
Item 4. Submission of Matters to a Vote of Security Holders
On July 31, 1998, the Company held its Annual Meeting of Stockholders.
At the meeting, the Stockholders acted upon a proposal to elect one Class
III director to serve for a three-year term or until his or her successor
is elected and qualified. After such meeting, Messrs. James M. Carney,
Stephen J. Gaal and John P. McDonough will continue their terms as
directors. The Board of Directors nominated and recommended that Mr.
Charles E. Moran, who is currently a director, be elected a Class III
director. The proposal was approved by the Stockholders. Holders of
6,336,350 shares of common stock voted for the proposal. Holders of
34,024 shares abstained and there were no broker non-votes.
Item 5. Other Information
Proposals of stockholders intended for inclusion in the proxy statement
to be furnished to all stockholders entitled to vote at the next Annual
Meeting of Stockholders of the Company must be received at the Company's
principal executive offices not later than April 1, 1999. The deadline
for providing timely notice to the Company of matters that stockholders
otherwise desire to introduce at the next annual meeting of stockholders
of the Company is May 15, 1999. In order to curtail any controversy as
to the date on which a proposal was received by the Company, it is
suggested that proponents submit their proposals by Certified Mail,
Return Receipt Requested to Workgroup Technology Corporation, 91 Hartwell
Avenue, Lexington, Massachusetts, 02421, Attention: Corporate Secretary.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 1998.
11
<PAGE>
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.
WORKGROUP TECHNOLOGY CORPORATION
Registrant
Date: November 12, 1998 /s/ John P. McDonough
------------------ -----------------------------------
John P. McDonough
President, Chief Executive Officer,
and Secretary
Date: November 12, 1998 /s/ Diane M. Marcou
------------------ -----------------------------------
Diane M. Marcou
Vice President- Finance & Administration,
Treasurer and Assistant Secretary
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<LEGEND/>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> MAR-31-1999 MAR-31-1999
<PERIOD-START> JUL-01-1998 APR-01-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998
<CASH> 26,511 26,511
<SECURITIES> 0 0
<RECEIVABLES> 1,729 1,729
<ALLOWANCES> 277 277
<INVENTORY> 0 0
<CURRENT-ASSETS> 28,517 28,517
<PP&E> 3,204 3,204
<DEPRECIATION> 1,746 1,746
<TOTAL-ASSETS> 29,989 29,989
<CURRENT-LIABILITIES> 4,546 4,546
<BONDS> 0 0
0 0
0 0
<COMMON> 44,362 44,362
<OTHER-SE> (18,919) (18,919)
<TOTAL-LIABILITY-AND-EQUITY> 29,989 29,989
<SALES> 2,046 3,910
<TOTAL-REVENUES> 2,046 3,910
<CGS> 837 1,739
<TOTAL-COSTS> 837 1,739
<OTHER-EXPENSES> 3,799 7,665
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (369) (773)
<INCOME-PRETAX> (2,221) (4,721)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (2,221) (4,721)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,221) (4,721)
<EPS-PRIMARY> (0.26) (0.56)
<EPS-DILUTED> (0.26) (0.56)
</TABLE>
