<PAGE> 1
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
(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
- ------ EXCHANGE ACT OF 1934.
For the transition period from _______ to _______
Commission File Number: 000-23453
FLEXIINTERNATIONAL SOFTWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Delaware 06-1309427
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
Two Enterprise Drive, Shelton, CT 06484
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(203) 925-3040
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
As of March 31, 1998, there were 16,506,753 shares of FlexiInternational
Software, Inc. Common Stock outstanding.
<PAGE> 2
RESTATEMENT OF FINANCIAL STATEMENTS AND CHANGES TO CERTAIN INFORMATION
As a result of the Company's regular quarterly financial statement review with
its independent accountants in the second quarter of 1999, the Company
determined that it would restate the amounts originally reported for 1998 and
the first quarter of 1999, to reflect a change in the revenue recognition for
several software license contracts. Most of the restated amounts relate to two
contracts that the Company believes were appropriately due and payable under
their contractual terms but payments with respect to which, in the second
quarter of 1999, became subject to dispute by the contracting parties. Revenue
was initially recorded, and is herein being restated, for one of those contracts
in the first quarter of 1998. The Company has restated its financial statements
for the quarter ended March 31, 1998 (See Note 5 to the Company's condensed
financial statements).
This Amendment No. 1 of Quarterly Report on Form 10-Q/A amends and restates
Items 1 and 2 and Exhibit 27.1 of the Company's Quarterly Report on Form 10-Q
filed on May 15, 1998 for the quarter ended March 31, 1998.
2
<PAGE> 3
FLEXIINTERNATIONAL SOFTWARE, INC.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheet................................... 4
Condensed Statement of Operations......................... 5
Condensed Statement of Cash Flows......................... 6
Notes to Condensed Financial Statements................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 10
PART II. OTHER INFORMATION
Signature.................................................... 13
3
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
FLEXIINTERNATIONAL SOFTWARE, INC.
CONDENSED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
(restated, see (audited)
note 5)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 17,978 $ 24,622
Short-term investments 4,412 --
Accounts receivable, net of allowance for doubtful
accounts of $670 and $672, respectively 8,690 8,571
Prepaid expenses and other current assets 750 1,143
-------- --------
Total current assets 31,830 34,336
Property and equipment at cost, net of accumulated depreciation
and amortization of $1,553 and $1,392, respectively 1,280 1,222
Other assets, net of accumulated amortization of $203 and $197, respectively 132 112
-------- --------
Total assets $ 33,242 $ 35,670
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 3,659 $ 4,409
Current portion of capital lease obligations 236 206
Deferred revenues 2,449 3,045
-------- --------
Total current liabilities 6,344 7,660
Long-term portion of capital lease obligations 382 304
-------- --------
Total liabilities 6,726 7,964
-------- --------
Stockholders' equity:
Common stock: $.01 par value; 50,000,000 shares authorized;
issued and outstanding shares - 16,506,753 and 16,492,008, respectively 165 165
Additional paid-in capital 49,775 49,749
Accumulated deficit (23,424) (22,208)
-------- --------
Total stockholders' equity 26,516 27,706
-------- --------
Total liabilities and stockholders' equity $ 33,242 $ 35,670
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE> 5
FLEXIINTERNATIONAL SOFTWARE, INC.
CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------- ----------
(Restated,
see Note 5)
<S> <C> <C>
Revenues:
Software license $ 2,687 $ 1,311
Service and maintenance 2,821 1,236
-------- -------
Total revenues 5,508 2,547
Cost of revenues:
Software license 467 296
Service and maintenance 1,753 777
-------- -------
Total cost of revenues 2,220 1,073
Operating expenses:
Sales and marketing 2,143 1,561
Product development 2,022 2,152
General and administrative 612 595
-------- -------
Total operating expenses 4,777 4,308
-------- -------
Operating loss (1,489) (2,834)
Interest income 286 13
Interest expense (13) (26)
-------- -------
Loss before provision for income taxes (1,216) (2,847)
Provision for income taxes -- --
-------- -------
Net loss $ (1,216) $(2,847)
======== =======
Net loss per share:
Basic $ (0.07) $ (0.52)
Diluted $ (0.07) $ (0.52)
Weighted average shares:
Basic 16,500 5,484
Diluted 16,500 5,484
</TABLE>
See accompanying notes to condensed financial statements.
5
<PAGE> 6
FLEXIINTERNATIONAL SOFTWARE, INC.
CONDENSED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------- -----------
(Restated,
see Note 5)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,216) $(2,847)
Non-cash items included in net loss:
Depreciation and amortization 167 117
Provision for doubtful accounts -- 75
Change in operating accounts:
Accounts receivable (119) (2,459)
Prepaid expenses and other assets 367 (91)
Accounts payable and accrued expenses (717) 524
Deferred revenue (596) 1,021
-------- -------
Net cash used in operating activities (2,114) (3,660)
Cash flows from investing activities:
Purchase of property and equipment (113) (173)
-------- -------
Net cash used in investing activities (113) (173)
Cash flows from financing activities:
Purchase of short-term investments (4,412) --
Proceeds from sales of common stock, net of stock issue costs -- 4,300
Proceeds from exercise of stock options and warrants 26 13
Repayments of convertible note payable -- (43)
Payments of capital lease obligations (31) (68)
-------- -------
Net cash (used in) provided by financing activities (4,417) 4,202
-------- -------
(Decrease) increase in cash and cash equivalents (6,644) 369
-------- -------
Cash and cash equivalents at beginning of period 24,622 3,273
-------- -------
Cash and cash equivalents at end of period $ 17,978 $ 3,642
======== =======
</TABLE>
See accompanying notes to condensed financial statements.
6
<PAGE> 7
FLEXIINTERNATIONAL SOFTWARE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
RESTATEMENT OF FINANCIAL STATEMENTS AND CHANGES TO CERTAIN INFORMATION. The
condensed financial statements contain amounts that have been restated to
reflect a change in the revenue recognition for a contract (see Note 5).
The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
The unaudited condensed financial statements included herein reflect all
adjustments (which include only normal, recurring adjustments) which are, in the
opinion of management, necessary to state fairly the results for the three
months ended March 31, 1998. The results for the three months ended March 31,
1998 are not necessarily indicative of the results expected for the full year.
NOTE 2 - LOSS PER SHARE
In 1997, the Company adopted Financial Accounting Standards Board Statement No.
128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128 applies to entities
with publicly held common stock or potential common stock and is effective for
financial statements issued for periods ending after December 15, 1997. Under
SFAS No. 128, the presentation of primary earnings per share is replaced with a
presentation of basic earnings per share. SFAS No. 128 requires dual
presentation of basic and diluted earnings per share for entities with complex
capital structures. Basic loss per share includes no dilution and is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted loss per share
reflects the potential dilution of securities that could share in the earnings
of an entity. The Company has presented basic and diluted loss per share for all
periods. The number of shares used in the March 31, 1998 and 1997 diluted per
share calculations do not include the effect of outstanding stock options, as
the effect would be anti-dilutive.
In February 1998, the SEC issued Staff Accounting Bulletin No. 98 ("SAB No.
98"). SAB No. 98 requires the disclosure of historical earnings per share
information for all pre initial public offering periods in accordance with SFAS
No. 128. As a result, the Company has included historical net loss per share for
all periods presented.
NOTE 3 - REVENUE RECOGNITION
The Company licenses software under noncancellable license agreements through
direct and indirect channels, and provides services including maintenance,
training and consulting. Effective January 1, 1998, the Company has adopted SOP
97-2 "Software Revenue Recognition". Software license revenues through the
Company's direct sales channel are recognized when persuasive evidence of an
arrangement exists, the licensed products have been shipped, fees are fixed and
determinable and collectibility is considered probable. Customers may elect to
receive the licensed products pre-loaded and configured on a hardware unit. In
this case, revenue is recognized when the licensed product are installed on the
hardware unit, the unit is shipped and all other criteria are met. Software
license royalties earned through the Company's indirect sales channel are
recognized as such fees are reported to the Company. Revenues on all software
license transactions in which there are significant outstanding obligations are
not recognized until such obligations are fulfilled. Maintenance revenues for
maintaining, supporting and providing periodic upgrading are deferred and
recognized ratably over the maintenance period, generally one year. Revenues
from training and consulting services are recognized as such services are
performed. The Company does not require collateral for its receivables, and
reserves are maintained for potential losses.
During the second quarter of 1999, the Company reviewed its revenue recognition
policies for multiple element arrangements. For such arrangements with extended
payment terms, or where a significant portion of the payment is due after
inception of the license agreement, all revenue is deferred until the final
portion of the license fee becomes due and payable, and all other criteria are
met at that time.
7
<PAGE> 8
NOTE 4 - RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income," ("SFAS No. 130"). SFAS No. 130 applies to all
companies and is effective for fiscal years beginning after December 15, 1997.
SFAS No. 130 establishes standards for the reporting and display of
comprehensive income in a set of financial statements. Comprehensive income is
defined as the change in net assets of a business enterprise during a period
from transactions generated from non-owner sources. It includes all changes in
equity during a period except those resulting from investments by owners and
distributions to owners. Management continues to assess its reporting
requirements under SFAS 130 and will make all required disclosures as necessary.
In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information," ("SFAS
No. 131"). SFAS No. 131 applies to all public companies and is effective for
fiscal years beginning after December 15, 1997. SFAS No. 131 requires that
business segment financial information be reported in the financial statements
utilizing the management approach, which includes disclosures of certain
geographic financial information. The management approach is defined as the
manner in which management organizes the segments within the enterprise for
making operating decisions and assessing performance. Management continues to
assess its reporting requirements under SFAS 131 and will make all required
disclosures as necessary.
NOTE 5 - RESTATEMENT
As a result of the Company's regular quarterly financial statement review with
its independent accountants in the second quarter of 1999, the Company
determined that it would restate the prior period amounts originally reported
for 1998 and the first quarter of 1999, to reflect a change in the revenue
recognition for several software license contracts. Most of the restated amounts
relate to two contracts that the Company believes were appropriately due and
payable under their contractual terms but payments with respect to which, in the
second quarter of 1999 became subject to dispute by the contracting parties. For
revenue which has been restated in the three months ended March 31, 1998, all
amounts related to this contract were unbilled and therefore not included in the
financial statements. A summary (unaudited) of the effects of the restatement
follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1998
------------------------
As Reported Restated
----------- --------
<S> <C> <C>
STATEMENT OF OPERATIONS:
Software license revenue $ 4,687 $ 2,687
Total revenues 7,508 5,508
Operating income (loss) 511 (1,489)
Net income (loss) 784 (1,216)
Net income (loss) per share:
Basic $ 0.05 $ (0.07)
Diluted $ 0.05 $ (0.07)
Weighted average shares:
Diluted 17,287 16,500
</TABLE>
<TABLE>
<CAPTION>
March 31, 1998
------------------------
As Reported Restated
----------- --------
<S> <C> <C>
BALANCE SHEET:
Accounts receivable, net of allowance for
doubtful accounts $ 9,390 $ 8,690
Total current assets 32,530 31,830
Long-term receivable 1,300 -
Total assets 35,242 33,242
Accumulated deficit (21,423) (23,423)
Total stockholders' equity 28,517 26,517
Total liabilities and stockholders' equity 35,242 33,242
</TABLE>
8
<PAGE> 9
NOTE 6 - SUBSEQUENT EVENTS - GOING CONCERN
Late in the second quarter of 1999, management identified a number of factors
that cause them to believe that available cash resources may not be sufficient
to fund anticipated operating losses. These include: (1) the continued general
business slowdown, which resulted in revenue levels significantly lower than
expected in the first half of 1999; (2) payment disputes that arose in the
second quarter of 1999 related to two significant contracts for licensing of
software and provision of services (see Note 5) and; (3) delays experienced in
the second quarter of 1999 related to the release of the next version of the
Company's general ledger product. Management has taken actions to reduce costs
in response to lower revenues and is prepared to take further actions, if
necessary, in order to continue to respond to competitive and economic pressures
in the marketplace. Management is also seeking to obtain additional equity
capital. However, there can be no assurance that the Company will be able to
reduce costs to a level to appropriately respond to competitive pressures or to
obtain additional funding. As a result of the foregoing, there exists
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments relating to the
recoverability of the carrying amount of recorded assets or the amounts of
liabilities that might result from the outcome of this uncertainty.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report contains
forward-looking statements. For this purpose, any statements contained herein
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects," and similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's opinions only as of
the date hereof. The Company undertakes no obligation to revise or publicly
release the results of any revision to these forward-looking statements. Readers
should carefully review the risk factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Annual Report on Form 10-K for the year ended December 31, 1997.
RESULTS OF OPERATIONS
Restatement. The condensed financial statements included and discussed
herein contain amounts which have been restated to reflect a change in the
original revenue recognition for a certain contract. (See Note 5 to the
condensed financial statements for effects of the restatement.) The appropriate
amounts below reflect the restatement.
Revenues. Total revenues, consisting of software license revenues and
service and maintenance revenues, increased 116.3%, from $2.5 million for the
three months ended March 31, 1997 to $5.5 million for the three months ended
March 31, 1998. Three customers provided approximately 54.0% of the total
revenues for the three months ended March 31, 1998.
Software license revenues increased 105.0%, from $1.3 million for the
three months ended March 31, 1997 to $2.7 million for the three months ended
March 31, 1998. Flexi's growth was due to revenue from new clients and existing
clients. Service and maintenance revenues increased 128.2%, from $1.2 million
for the three months ended March 31, 1997 to $2.8 million for the three months
ended March 31, 1998. The increase was primarily attributable to the growth of
the installed base of customers and the increasing complexity of user
requirements, which resulted in an increase in consulting service revenues.
Cost of Revenues. The Company's cost of revenues consists of cost of
software license revenues and cost of service and maintenance revenues. Cost of
software license revenues consists primarily of the cost of third-party software
products distributed by the Company and the cost of product media, manuals and
shipping. Cost of service and maintenance revenues consists of costs to provide
consulting, implementation and training to licensees of the Company's products
and the cost of providing software maintenance to customers, technical support
services and periodic upgrades of software.
Cost of software license revenues increased 57.8%, from $296,000 for the
three months ended March 31, 1997 to $467,000 for the three months ended March
31, 1998. Cost of software license revenues as a percentage of software license
revenues decreased from 22.6% for the three months ended March 31, 1997 to 17.4%
for the three months ended March 31, 1998. The increase in cost of software
license revenues in dollar amount was primarily attributable to an increase in
third-party software products distributed by the Company, as well as costs
associated with increased sales volume.
Cost of service and maintenance revenues increased 125.6%, from $0.8
million for the three months ended March 31, 1997 to $1.8 million for the three
months ended March 31, 1998. Cost of service and maintenance revenues as a
percentage of service and maintenance revenues decreased from 62.9% for the
three months ended March 31, 1997 to 62.1% for the three months ended March 31,
1998. The increase in dollar amount resulted primarily from the addition of
service consultants and customer support personnel to provide services to a
larger customer base.
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, commissions, travel and promotional expenses, and facility and
communication costs for direct sales offices. Sales and marketing expenses
increased 37.3%, from $1.6 million for the three months ended March 31, 1997 to
$2.1 million for the three months ended March 31, 1998. The increase in dollar
amount was primarily attributable to increased staffing in the direct sales
force and sales and marketing organizations. Sales and marketing expenses as a
percentage of total revenues decreased from 61.3% for the three months ended
March 31, 1997 to 38.9% for the three months ended March 31,
10
<PAGE> 11
1998 due to an increasing revenue base. The Company is in the process of
expanding its distribution channels, both domestically and internationally and,
accordingly, sales and marketing expenses are expected to increase in dollar
amount in the future.
Product Development. Product development expenses include software
development costs and consist primarily of engineering personnel costs. The
Company has made significant investments in product development in the past
several years to bring its suite of component-based, object-oriented financial
accounting products to market.
Product development expenses decreased 6.0%, from $2.2 million for the
three months ended March 31, 1997 to $2.0 million for the three months ended
March 31, 1998. The decrease in product development expenses was due primarily
to the reduction in externally contracted developers, offset somewhat by
increased internal staffing. Product development expenses as a percentage of
total revenues decreased from 84.5% for the three months ended March 31, 1997 to
36.7% for the three months ended March 31, 1998. The Company anticipates that
product development expenses will increase in dollar amount in future periods as
the Company continues to enhance the functionality of its core financial
accounting and reporting and workflow applications and as it continues
development work on the next releases of its suite of application modules.
General and Administrative. General and administrative expenses consist
primarily of salaries of executive, administrative and financial personnel, as
well as provisions for doubtful accounts and outside professional fees. General
and administrative expenses increased 2.9%, from $595,000 for the three months
ended March 31, 1997 to $612,000 for the three months ended March 31, 1998.
General and administrative expenses as a percentage of total revenues decreased
from 23.4% for the three months ended March 31, 1997 to 11.1% for the three
months ended March 31, 1998 due to an increasing revenue base. The Company
expects general and administrative expenses to increase in dollar amount in
future periods due to the Company's growth as well as the additional expense of
being a public company.
Provision for Income Taxes. No provision or benefit for federal, state or
foreign income taxes was made for the three-month periods ended March 31, 1998
and 1997. The Company has reported only annual tax losses to date and
consequently has approximately $18.0 million of net operating loss carryforwards
at December 31, 1997, which expire at various times through the year 2012,
available to offset future taxable income. The utilization of such net operating
losses is subject to limitations as a result of an ownership change. The annual
limitation and the timing of attaining profitability may result in the
expiration of net operating loss carryforwards before utilization.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has primarily financed its operations
through private placements of its stock to private investors, issuances of
convertible promissory notes and loans and, to a lesser extent, equipment
financing and traditional financing arrangements. In December 1997, the Company
completed an initial public offering of its common stock, resulting in net
proceeds to the Company of approximately $22.2 million.
As of March 31, 1998, the Company had cash and cash equivalents of $18.0
million, a decrease of $6.6 million from December 31, 1997. The Company's
working capital at March 31, 1998 was $25.5 million, compared to $26.7 million
at December 31, 1997.
The Company's operating activities resulted in net cash outflow of $2.1
million for the three months ended March 31, 1998, attributable primarily to the
net loss and a reduction of accounts payable and accrued expenses. Investing
activities, consisting of capital expenditures (primarily computer equipment),
resulted in net cash outflow of $113,000 for the three months ended March 31,
1998. The Company's financing activities resulted in net cash outflow of $4.4
million for the three months ended March 31, 1998, primarily attributable to the
purchase of short-term investments.
The Company has a working capital revolving line of credit with a bank,
which is secured by the Company's accounts receivable. The amount available
under this facility is limited to the lesser of 80% of the Company's eligible
accounts receivable, as defined, or $5.0 million. The facility will expire on
April 1, 1999. The agreement under which the line of credit was established
contains certain covenants, including provisions requiring the Company to
maintain specified financial ratios. The Company was in compliance with these
covenants at March 31, 1998. At March 31, 1998, no borrowings were outstanding
under this line of credit.
Late in the second quarter of 1999, management identified a number of
factors that cause them to believe that available cash resources may not be
sufficient to fund anticipated operating losses. These include: (1) the
continued general business slowdown, which resulted in revenue levels
significantly lower than expected in the first half of 1999; (2) payment
disputes that arose in the second quarter of 1999 related to two significant
contracts for licensing
11
<PAGE> 12
of software and provision of services (see Note 5) and; (3) delays experienced
in the second quarter of 1999 related to the release of the next version of the
Company's general ledger product. Management has taken actions to reduce costs
in response to lower revenues and is prepared to take further actions, if
necessary, in order to continue to respond to competitive and economic pressures
in the marketplace. Management is also seeking to obtain additional equity
capital. However, there can be no assurance that the Company will be able to
reduce costs to a level to appropriately respond to competitive pressures or to
obtain additional funding. As a result of the foregoing, there exists
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments relating to the
recoverability of the carrying amount of recorded assets or the amounts of
liabilities that might result from the outcome of this uncertainty.
12
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment of report to be signed on its behalf
by the undersigned, thereunto duly authorized.
FLEXIINTERNATIONAL SOFTWARE, INC.
By: /s/ Stefan R. Bothe
---------------------------------
Stefan R. Bothe, Chairman & CEO
Date: November 5, 1999
13
<PAGE> 14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Amended and Restated Certificate of Incorporation of the Registrant is
incorporated herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, as amended (File No 333-38403)
(the "Form S-1").
3.2 Amended and Restated By-Laws of the Registrant is incorporated herein
by reference to Exhibit 3.4 to the Form S-1.
27.1 Financial Data Schedule (three-month period ended March 31, 1998).
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 17,978
<SECURITIES> 4,412
<RECEIVABLES> 9,360
<ALLOWANCES> 670
<INVENTORY> 0
<CURRENT-ASSETS> 31,830
<PP&E> 2,833
<DEPRECIATION> 1,553
<TOTAL-ASSETS> 33,242
<CURRENT-LIABILITIES> 6,343
<BONDS> 0
0
0
<COMMON> 165
<OTHER-SE> 26,351
<TOTAL-LIABILITY-AND-EQUITY> 33,242
<SALES> 2,687
<TOTAL-REVENUES> 5,508
<CGS> 467
<TOTAL-COSTS> 2,220
<OTHER-EXPENSES> 4,777
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13
<INCOME-PRETAX> (1,216)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,216)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,216)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
