<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
July 21, 1998
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Date of Report (Date of earliest event reported)
Rogue Wave Software, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28900 93-1064214
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5500 Flatiron Parkway
Boulder, CO 80301
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(Address of principal executive offices)
(303) 473-9118
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 21, 1998, Rogue Wave Software, Inc. announced its financial
results for the quarter ending June 30, 1998. The issued press release is
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-------- ---------------------------------------------
99.1 Rogue Wave Software, Inc. press release dated
July 21, 1998.
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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 hereunto duly authorized.
ROGUE WAVE SOFTWARE, INC.
Dated: July 29, 1998 By: /s/ Michael Scally
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Michael Scally
President and Chief Operating Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
99.1 Rogue Wave Software, Inc. press release dated July 21, 1998.
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Exhibit 99.1
Contact: Sherri Thorn Bob Holburn
Investor Relations Chief Financial Officer
Rogue Wave Software Rogue Wave Software
[email protected] [email protected]
Phone: 303-473-9118 Phone: 303-473-9118
Fax: 303-443-7780 Fax: 303-443-7780
http://www.roguewave.com
ROGUE WAVE SOFTWARE ACHIEVES RECORD REVENUE QUARTER
CLOSING SIX FIGURE PRODUCT AND PROFESSIONAL SERVICES AGREEMENTS.
PERFORMANCE HIGHLIGHTS:
* QUARTER REVENUE INCREASED 22%
* YEAR TO DATE REVENUE INCREASED 41%
* RECORD QUARTER FOR STINGRAY PRODUCTS
* EUROPEAN QUARTER SALES INCREASED 58%
* MAJOR COST SAVING ACTIONS TAKEN
* MAJOR RELEASE OF DBTOOLS DURING QUARTER
* GILLIAN WEBSTER OF INPRISE NAMED VICE PRESIDENT OF MARKETING
BOULDER, CO -- July 21, 1998-- Rogue Wave Software (NASDAQ: RWAV) today reported
financial results for its third fiscal quarter, ended June 30, 1998. Revenue
for the quarter was $11.1 million, up 22% from the $9.2 million achieved in the
third fiscal quarter of 1997, and year to date was up 41% from the prior year.
Excluding $0.6 million non-recurring reorganization expenses, net earnings for
the quarter were $390,000 or $0.04 per share. After non-recurring expenses the
company achieved a net income of $13,000, or $0.00 per share.
"We are very pleased with the performance of the Company during the quarter,"
said Thomas Keffer, Rogue Wave's CEO and Chairman of the Board. "We are
particularly pleased with the record breaking revenue performance of the
Stingray products, the European revenue growth, and the customer demand for our
Threads product and our recently released Tools.h++ Professional product.
Looking ahead, the product consolidation and the cost reductions taken during
the quarter position the Company well for even better financial performance in
the future."
Michael Scally, the Company's President and Chief Operating Officer, said, "Many
of the problems which negatively impacted the second quarter of 1998 have been
corrected. Specifically, larger order size activity has returned to expected
levels, the assimilation of the Stingray products into our Rogue Wave sales
channels proceeded nicely, and the appointment of Gillian Webster as our Vice
President of Marketing provides a strong addition to our
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management team. We are also very pleased that Microsoft recognizes the value of
Stingray products to their customers and has provided three direct hot links to
our Stingray web site, such as http://www.microsoft.com/visualc/."
Major contributing factors to Rogue Wave's successful quarter were the
completion of large product sales and support agreements to enterprise
corporations, such as MCI, Lockheed Martin, Capital One, Bay Networks, Cadence,
GTE, Dun & Bradstreet, Delta Technologies, and Fujitsu Limited, to name a few.
In addition to historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties. The
Company's future actual results could differ materially from the forward-looking
statements discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed from time to time
in the Company's public reports filed with the Securities and Exchange
Commission, such as those discussed under "Risk Factors" included in the
Company's Registration Statement on Form S-1 (No. 333-32699) and the Company's
quarterly and annual reports on Form 10-Q and 10-K.
Rogue Wave Software is a leading provider of object-oriented software parts and
related tools. The company's C++ and Java-based products are used to develop
scalable, cross-platform, distributed software applications for a wide variety
of environments, including client/server, intranet and Internet. Stingray
Software, which develops and distributes object-oriented development tools for
Windows programmers and is a leading provider of Visual C++ class libraries, was
acquired by Rogue Wave Software on February 27, 1998. Stingray is headquartered
in Morrisville, North Carolina, and continues to operate from that site as a
division of Rogue Wave Software.
Rogue Wave's headquarters are in Boulder, CO. The Company's investor relations
department can be reached by email at [email protected], by fax at (303) 443-
7780, or through the Company's Web site at http://www.rwav.com. Corporate
information can be obtained immediately by fax; call (800) 758-5804, and enter
account code 108-822. A playback of today's earnings release conference call at
4:00 P.M. EDT can be accessed starting two hours after the conference for the
following 48 hours, by calling (402) 280-9251.
###
Rogue Wave and .h++ are registered trademarks of Rogue Wave Software, Inc. All
other trademarks are the property of their respective owners.
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ROGUE WAVE SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, September 30,
1998 1997
-------------- ----------------
<S> <C> <C>
A S S E T S:
Current assets:
Cash and cash equivalents $ 31,857 $ 35,737
Accounts receivable, net 6,904 6,585
Prepaid and other current assets 2,612 1,255
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Total current assets 41,373 43,577
Furniture, fixtures and equipment, net 5,681 4,186
Other assets, net 3,790 2,255
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Total assets $ 50,844 $ 50,018
============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 876 $ 816
Accrued expenses 1,793 2,624
Deferred revenue 6,714 6,105
Current portion of long-term obligations 177 202
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Total current liabilities 9,560 9,747
Long-term obligations, less current portion 10 351
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Total liabilities 9,570 10,098
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Stockholders' equity:
Common stock 9 9
Additional paid-in capital 37,211 36,709
Retained earnings 4,160 3,322
Cumulative translation adjustment (106) (120)
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Total stockholders' equity 41,274 39,920
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Total liabilities and stockholders' equity $ 50,844 $ 50,018
============== ================
</TABLE>
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ROGUE WAVE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data, unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
--------------------------------- -------------------------------
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Revenue:
License revenue $ 7,396 $ 6,396 $ 20,859 $ 17,021
Service and maintenance revenue 3,749 2,765 11,447 6,106
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Total revenue 11,145 9,161 32,306 23,127
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Cost of revenue:
Cost of license revenue 639 559 1,694 1,520
Cost of service and maintenance revenue 1,418 890 3,574 1,987
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Total cost of revenue 2,057 1,449 5,268 3,507
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Gross profit 9,088 7,712 27,038 19,620
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Operating expenses:
Product development 2,853 1,966 7,706 5,540
Sales and marketing 5,107 3,895 14,345 9,810
General and administrative 1,065 906 3,186 2,681
Merger, reorganization and relocation costs 580 1,789
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Total operating expenses 9,605 6,767 27,026 18,031
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Income (loss) from operations (517) 945 12 1,589
Other income, net 537 479 1,715 938
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Income before income taxes 20 1,424 1,727 2,527
Income tax expense 7 427 463 883
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Net income $ 13 $ 997 $ 1,264 $ 1,644
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Basic earnings per share $ 0.00 $ 0.11 $ 0.12 $ 0.22
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Diluted earnings per share $ 0.00 $ 0.10 $ 0.12 $ 0.16
============= ============= ============== ===========
Shares used in basic per share calculation 10,250 9,324 10,139 7,313
Shares used in diluted per share calculation 10,660 10,417 10,817 10,001
</TABLE>
