<PAGE> 1
================================================================================
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 Quarterly Period Ended June 30, 2000
[ ] 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 000-22649
ARIS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1497147
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2229 - 112TH AVENUE N.E. (425) 372-2747
BELLEVUE, WASHINGTON 98004-2936 (Registrant's telephone
(Address of principal executive office) 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 for such reports), and
(2) Has been subject to such filing requirements for the past 90 days.
Yes[X] No[ ]
The number of shares outstanding of the registrant's common stock as of
June 30, 2000 was 12,986,841.
================================================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
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ARIS CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
a) Condensed Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999................... 3
b) Condensed Consolidated Statements of Operations
for the three and six months ended June 30,
2000 and 1999......................................... 4
c) Condensed Consolidated Statements of Cash
Flows for the six months ended June 30, 2000
and 1999.............................................. 5
d) Condensed Consolidated Statement of Changes in
Shareholders' Equity for the six months ended June 30, 6
2000..................................................
e) Notes to Condensed Consolidated Financial
Statements............................................ 7-10
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 10-17
Item 3 Qualitative And Quantitative Disclosures About
Market Risk................................................... 17
PART II. OTHER INFORMATION
Item 1 Legal Proceedings............................................. 18
Item 2 Changes in Securities......................................... 18
Item 3 Defaults Upon Securities...................................... 18
Item 4 Submission of Matters to a Vote of Security Holders........... 18
Item 5 Other Information............................................. 19
Item 6 Exhibits and Reports on Form 8-K.............................. 19
</TABLE>
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ARIS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------- ------------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents ............................... $ 12,509 $ 10,500
Accounts receivable, net of allowance for
doubtful accounts of $3,934 and $2,497 .............. 20,778 27,600
Other current assets .................................... 10,720 8,608
-------- --------
Total current assets ................................ 44,007 46,708
Property and equipment, net ............................. 11,624 14,833
Intangible and other assets, net ........................ 9,927 13,041
-------- --------
Total assets ........................................ $ 65,558 $ 74,582
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable ........................................ $ 2,417 $ 3,056
Accrued liabilities ..................................... 7,374 8,480
Deferred revenue ........................................ 3,115 2,366
-------- --------
Total current liabilities ........................... 12,906 13,902
-------- --------
Deferred income taxes ......................................... -- 546
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred stock, 5,000,000 shares authorized,
none issued and outstanding
Common stock, no par value; 100,000,000 shares authorized
Additional paid-in capital .............................. 56,862 54,904
Retained earnings (accumulated deficit) ................. (3,638) 5,433
Accumulated other comprehensive loss .................... (572) (203)
-------- --------
Total shareholders' equity .......................... 52,652 60,134
-------- --------
Total liabilities and shareholders' equity .......... $ 65,558 $ 74,582
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
ARIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for share and per share data) (Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
------------------------------- -------------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue, net:
Consulting .............................. $ 13,541 $ 18,693 $ 29,036 $ 36,626
Training ................................ 4,879 9,005 12,359 18,869
Software ................................ 2,270 2,139 4,071 4,563
------------ ------------ ------------ ------------
Total revenue ........................... 20,690 29,837 45,466 60,058
Cost of net revenue ........................ 11,779 15,091 26,347 29,936
------------ ------------ ------------ ------------
Gross profit ............................ 8,911 14,746 19,119 30,122
Selling, general and administrative
expense ................................. 12,116 13,551 26,323 26,305
Amortization of intangible assets .......... 948 216 1,943 430
Charges related to reorganization .......... -- -- 4,000 --
------------ ------------ ------------ ------------
Income (loss) from operations ........... (4,153) 979 (13,147) 3,387
Other income, net .......................... 165 191 369 356
------------ ------------ ------------ ------------
Income (loss) before income tax ......... (3,988) 1,170 (12,778) 3,743
Income tax expense (benefit) ............... (1,423) 518 (3,707) 1,498
------------ ------------ ------------ ------------
Net income (loss) ....................... $ (2,565) $ 652 $ (9,071) $ 2,245
============ ============ ============ ============
Basic earnings (loss) per share ............ $ (0.20) $ 0.06 $ (0.71) $ 0.20
============ ============ ============ ============
Weighted-average number of common
shares - Basic .......................... 12,860,000 10,957,000 12,820,000 11,076,000
============ ============ ============ ============
Diluted earnings (loss) per share .......... $ (0.20) $ 0.06 $ (0.71) $ 0.20
============ ============ ============ ============
Weighted-average number of common and
potential common shares - Diluted ....... 12,860,000 11,122,000 12,820,000 11,420,000
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
ARIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
------------------------
JUNE 30, JUNE 30,
2000 1999
-------- --------
<S> <C> <C>
Net cash provided by operating activities ...................... $ 452 $ 855
-------- -------
Cash flows from investing activities:
Sales of investments in marketable securities ................ -- 4,512
Proceeds from sale of certain training operations ............ 1,080 --
Purchases of property and equipment .......................... (323) (1,240)
-------- -------
Net cash provided by investing activities ................. 757 3,272
Cash flows from financing activities:
Repurchase of common stock ................................... -- (3,073)
Proceeds from stock option exercises ........................ 712 169
Proceeds from sale of common stock through the employee
stock purchase plan .......................................... 457 757
-------- -------
Net cash provided by (used in) financing activities ....... 1,169 (2,147)
-------- -------
Net increase in cash and cash equivalents ...................... 2,378 1,980
Effect of exchange rate changes on cash and cash equivalents ... (369) (304)
Cash and cash equivalents at beginning of period ............... 10,500 5,225
-------- -------
Cash and cash equivalents at end of period ..................... $ 12,509 $ 6,901
======== =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 6
ARIS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
(In thousands, except for share data) (Unaudited)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------
RETAINED ACCUMULATED
ADDITIONAL EARNINGS OTHER TOTAL
SHARES PAID-IN (ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
ISSUED AMOUNT CAPITAL DEFICIT) LOSS EQUITY
---------- ---------- ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 12,646,143 $ - $ 54,904 $ 5,433 $ (203) $ 60,134
Shares issued under employee
stock purchase plan 65,139 457 457
Stock options exercised 150,051 712 712
Tax benefit related to stock
options exercised 266 266
Value ascribed to warrants
issued 523 523
Net loss (9,071)
Other comprehensive loss, net
of tax
Foreign currency
translation adjustments (369)
Comprehensive loss (9,440)
---------- ---------- ---------- ----------- ------------- -------------
Balance at June 30, 2000 12,861,333 $ - $ 56,862 $ (3,638) $ (572) $ 52,652
========== ========== ========== =========== ============= =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE> 7
ARIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. The unaudited financial information furnished herein, in the opinion of
management, reflects all adjustments consisting only of normal,
recurring adjustments which are necessary for a fair statement of the
condensed consolidated balance sheets, and condensed consolidated
statements of operations, of cash flows and of changes in shareholders'
equity of Aris Corporation ("Aris" or the "Company") as of and for the
periods indicated. The information as of December 31, 1999 is derived
from the Company's audited financial statements. Aris presumes that
users of the interim financial information herein have read or have
access to the Company's audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results
of Operations for the preceding fiscal year.
2. Basic earnings (loss) per share is calculated as income (loss) available
to common shareholders divided by the weighted-average number of shares
of Common Stock outstanding during the periods. Diluted earnings (loss)
per share is based on the weighted-average number of shares of Common
Stock and potential common shares outstanding during the periods,
including options and warrants computed using the treasury stock method
to the extent they are dilutive.
A reconciliation of the difference between the weighted-average number
of common shares outstanding used to calculate basic earnings (loss) per
share and the weighted-average number of common and potential common
shares outstanding used to calculate diluted earnings (loss) per share
is as follows (in thousands):
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Weighted-average number of
common shares outstanding 12,860 10,957 12,820 11,076
Effect of dilutive securities:
Options -- 165 -- 344
------ ------ ------ ------
Weighted-average number of common
and potential common shares outstanding 12,860 11,122 12,820 11,420
====== ====== ====== ======
</TABLE>
Options to purchase certain shares of Common Stock were outstanding in
2000, but were not included in the computation of diluted earnings
(loss) per share because the options' exercise price was greater than
the average market price of the common shares
Dilutive securities include options and warrants on an as-if-converted
basis. Potentially dilutive securities totaling 59,000 and 330,000 for
the three and six months ended June 30, 2000, respectively, were
excluded from diluted loss per share because of their anti-dilutive
effect.
3. The Company's reportable segments have been determined based on the
nature of its operations, products offered to customers and information
used by the Chief Operating Decision Maker, as defined by SFAS No. 131.
Aris is engaged in three distinct businesses consisting of database and
Internet consulting services, information technology training and
software sales. Segment operating results are measured based on income
(loss) from operations. Total revenue by segment represents sales to
unaffiliated customers. Inter-segment sales have been eliminated.
Summarized financial information by business group for the three and six
months ended June 30, 2000 and 1999 follows:
7
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<TABLE>
<CAPTION>
(In thousands) CONSULTING TRAINING SOFTWARE
GROUP GROUP GROUP CORPORATE TOTAL
---------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Three months ended
June 30, 2000:
Net revenue $ 13,541 $ 4,879 $ 2,270 $ 20,690
Income (loss) from
operations $ (4,344) $ (305) $ 527 $ (31) $ (4,153)
Three months ended
June 30, 1999:
Net revenue $ 18,693 $ 9,005 $ 2,139 $ 29,837
Income (loss) from
operations $ 2,239 $ (1,114) $ 527 $ (673) $ 979
</TABLE>
<TABLE>
<CAPTION>
(In thousands) CONSULTING TRAINING SOFTWARE
GROUP GROUP GROUP CORPORATE TOTAL
---------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Six months ended
June 30, 2000:
Net revenue $ 29,036 $ 12,359 $ 4,071 $ 45,466
Reorganization costs $ (4,000) $ (4,000)
Income (loss) from
operations $ (7,348) $ (5,540) $ 589 $ (848) $(13,147)
Six months ended
June 30, 1999:
Net revenue $ 36,626 $ 18,869 $ 4,563 $ 60,058
Income (loss) from
operations $ 4,463 $ (1,683) $ 1,315 $ (708) $ 3,387
</TABLE>
4. In August 1999, in a continuing effort to improve the profitability of
its training division, Aris closed three unprofitable training centers
located in New York, Minneapolis and Chicago. The estimated expenses
associated with the closing of these centers was approximately $6.6
million. A summary of the related expense and accrual activity is as
follows (in thousands):
<TABLE>
<CAPTION>
CONTRACT REDUCTION IN OTHER
EMPLOYEE AND LEASE CARRYING VALUE RELATED
SEVERANCE TERMINATIONS OF ASSETS COSTS TOTAL
--------- ------------ -------------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Expense $ 175 $ 1,209 $ 4,497 $ 719 $ 6,600
Amounts utilized in 1999 (175) (313) (4,497) (719) (5,704)
--------- --------- --------- --------- ---------
Accrual, December 31,
1999 -- 896 -- -- 896
Amounts utilized in 2000 -- (714) -- -- (714)
--------- --------- --------- --------- ---------
Accrual, June 30, 2000 $ -- $ 182 $ -- $ -- $ 182
========= ========= ========= ========= =========
</TABLE>
The remaining balance accrued for contract and lease terminations at
June 30, 2000, represents estimated lease payments, net of sublease
income, and estimated brokers commissions. This remaining balance is
expected to be utilized during 2000.
8
<PAGE> 9
5. In March 2000, the Company announced the closure and divestiture of its
US "brick and mortar" training operations. The operations in Denver and
Washington, DC were closed during the second quarter of 2000. The
operations of the Bellevue and Portland centers were sold to former
members of the Company's management team on May 1, 2000. The operations
of the Dallas center was sold to former members of the Company's
management team on June 2, 2000. Aris estimated the net expenses related
to these actions would be approximately $4.0 million. Actual expenses
related to these sales and closures may vary from Aris' estimates. A
summary of the estimated related expenses and accrual activity is as
follows (in thousands):
<TABLE>
<CAPTION>
CONTRACT REDUCTION IN
EMPLOYEE & LEASE CARRYING VALUE OTHER
SEVERANCE TERMINATIONS OF ASSETS RELATED COSTS TOTAL
--------- ------------ -------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Initial Expense $ 413 $ 894 $ 2,639 $ 54 $ 4,000
Amounts utilized in 2000 (327) (282) (2,639) (22) (3,270)
--------- --------- --------- --------- ---------
Accrual, June 30, 2000 $ 86 $ 612 $ -- $ 32 $ 730
========= ========= ========= ========= =========
</TABLE>
The remaining balances are expected to be utilized by March 2001.
6. In April 2000, the Company entered into a master services agreement to
provide $6.0 million of eBusiness consulting services to General
Electric Company ("GE") over a period of 12 months. If GE fails to meet
its obligation to purchase such services by June 30, 2001, GE agrees to
pay the Company the difference between the $6.0 million and the total of
the amount paid for actual services provided during such period. In
conjunction with GE's commitment to the aforementioned services, the
Company granted GE warrants to purchase 150,000 shares of the Company's
Common Stock at a purchase price of $6.4375 per share. The warrants
vested immediately upon issuance and expire on April 20, 2003. The fair
value of these warrants will result in a non-cash charge of
approximately $523,000, which will be reflected as a reduction of
revenues over the period services are provided.
7. In April 2000, the Company's shareholders approved the adoption of the
2000 Stock Option Plan (the "2000 Plan") which provides for the granting
of qualified and non-qualified stock options to employees, directors,
officers, certain non-employee advisors and consultants and non-employee
directors of Aris. The Compensation Committee of the Board of Directors
(the "Committee"), whose members are independent, non-employee directors
of the Company, will administer the 2000 Plan. The plan authorizes
2,500,000 shares of Aris' Common Stock for issuance under the terms of
the 2000 Plan. The date of grant, option price, vesting period and other
terms specific to options granted under the 2000 Plan are to be
determined by the Plan Administrator. Options granted under the 2000
Plan expire 10 years from date of grant. The 2000 Plan will, for any new
grants, replace the Aris 1997 Stock Option Plan.
8. In July 2000, the Company signed a non-binding letter of intent to sell
a majority of its stock in Aris Software, Inc. to investors led by Paul
Song, the Company's Chairman of the Board and former Chief Executive
Officer. Under the terms of the letter of intent, the Company will
receive total consideration of approximately $2.6 million in cash, stock
and receivables.
9. In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
statement requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction and, if it is, the type of hedge
transaction. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--
9
<PAGE> 10
Deferral of the Effective Date of FASB Statement No. 133." SFAS No. 137
deferred the effective date of SFAS No. 133 until fiscal years beginning
after June 15, 2000. The Company does not use derivative instruments,
therefore the adoption of this statement will not have any effect on the
Company's results of operations or its financial position or cash flows.
In December 1999, the Securities and Exchange Commission ("SEC")
released Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition
in Financial Statements." This pronouncement summarizes certain of the
SEC staff's views on applying generally accepted accounting principles
to revenue recognition. The Company is required to adopt SAB No. 101 for
its fiscal quarter ending December 31, 2001. The Company is currently
reviewing the requirements of SAB No. 101.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Aris' revenue is currently derived from the sale and delivery of
consulting and training services and sales of licenses and maintenance and
support agreements for software products. Consulting revenue is derived
primarily from fees billed to clients for consulting services. Revenue from
contracts that are billed on a time and materials basis is recognized as
services are performed. Revenue from fixed price contracts is recognized on the
percentage-of-completion method, measured by the cost incurred to date and cost
to complete compared to estimated total costs for the contract. Aris bills
clients on a monthly or semi-monthly basis. Where revenue is recognized before
an invoice is sent, the revenue in excess of billings is recorded as work in
progress. Occasionally, clients request that Aris provide hardware and software
in conjunction with consulting projects. In such cases, Aris recognizes as
revenue only the difference between its cost and the resale price for the
software and hardware.
Training revenue is currently derived primarily from fees charged to
corporate clients for employee training, fees charged to individual students for
open enrollment classes, fees from curriculum and custom courseware development
for corporate clients and vendors such as Microsoft, fees derived from the
licensing of proprietary courseware to third parties, and fees from performance
improvement consulting and other consulting-based education services. Training
is provided at client facilities, at Aris' training centers, and over the
Internet or corporate intranets. In open enrollment classes, the Company seeks
to fill each available seat in each scheduled class. The Company continuously
monitors this fill rate and may cancel or reschedule classes that are
under-enrolled. The Company divested of its US "brick and mortar" training
operations during the second quarter of 2000. The Company's on-line training
division, Netcisive, Inc., continues to develop the Netcisive Education
Management Platform with plans to market it to educators looking to enter the
on-line training arena.
The Company currently derives software revenue from the sale of its
proprietary software products, Aris DFRAG, TAMS, TAMS/O, Noetix Web Query and
the NoetixViews suite of products, and from maintenance and support contracts
with clients who purchase the software products. Revenue is recognized when the
software product has been shipped, collection is
10
<PAGE> 11
probable and there are no significant obligations of the Company remaining to be
performed. Software maintenance and support is billed at the beginning of the
contract period and is recognized ratably throughout the term of the contract.
The Company has signed a non-binding letter of intent to sell a majority share
of the stock of Aris Software, Inc. ("ASI"), a wholly owned subsidiary, which
transaction is expected to close during the third quarter of 2000. The Company
currently plans to retain a minority ownership of ASI after consummation of the
transaction. ASI sells the Aris DFRAG, Noetix Web Query and NoetixViews suite of
products in the US and UK.
This commentary should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 and quarterly report on
Form 10-Q for the quarter ended March 31, 2000 for a full understanding of the
Company's financial condition and results of operations.
All statements, trend analysis and other information contained herein
relative to markets for the Company's services and products and trends in
revenue, gross margin and anticipated expense levels, as well as other
statements including words such as "seek," "anticipate," "believe," "plan,"
"estimate," "expect," "intend," or statements that an event or result "will,"
"may," "could" or "might" occur or be achieved, and other similar expressions,
constitute forward-looking statements. These forward-looking statements are
subject to risks, uncertainties and other factors that may cause the Company's
actual results of operations to differ materially from those contained in the
forward-looking statements.
SIGNIFICANT EVENTS
During the third quarter of 1999 Aris closed three unprofitable training
centers located in New York, Minneapolis and Chicago. The estimated costs
associated with the closing of these centers was approximately $6.6 million. All
but $896,000 was utilized during 1999. The remaining balance accrued for
contract and lease terminations at June 30, 2000 was approximately $182,000 and
is anticipated to be substantially utilized during 2000.
In March 2000, the Company announced the closing and divestiture of its
U.S. training operations. The operations in Denver, CO and Washington, DC were
closed during the second quarter of 2000. The operations of the Bellevue, WA and
Portland, OR centers were sold to former members of the Company's management
team on May 1, 2000. The operations of the Texas centers were sold to former
members of the Company's management team on June 2, 2000. Approximately 140
employees were terminated in connection with these closings and divestitures.
Aris estimates the net costs of these closings and divestitures will be
approximately $4.0 million, including payments of $413,000 in employee severance
expenses, $894,000 in lease and contract termination costs, and reductions in
the carrying value of assets of $2.6 million, comprised of a write off of $2.4
million in goodwill and $2.6 million of fixed assets, net of estimated proceeds
related to the sale of certain operations. The net cost of closure was charged
to expense in the quarter ending March 31, 2000. Revenue from these centers was
$14.7 million or 12.5% of total revenues for the year ended December 31, 1999
and $3.7 million or 15% of total revenues for the quarter ended March 31, 2000.
Management estimates annual cost savings related to these closings and
divestitures to be $1.4 million for 2000.
11
<PAGE> 12
In April 2000, the Company entered into a master services agreement to
provide $6.0 million of eBusiness consulting services to General Electric
Company ("GE") over a period of 12 months. If GE fails to meet its obligation to
purchase such services by June 30, 2001, GE agrees to pay the Company the
difference between the $6.0 million and the total of the amount paid for actual
services provided during such period. In conjunction with GE's commitment to the
aforementioned services, the Company granted GE warrants to purchase 150,000
shares of the Company's Common Stock at a purchase price of $6.4375 per share.
The warrants vested immediately upon issuance and expire on April 20, 2003. The
fair value of these warrants will result in a non-cash charge of approximately
$523,000, which will be reflected as a reduction of revenues over the period
services are provided.
In April 2000, the Company's shareholders approved the adoption of the
2000 Stock Option Plan (the "2000 Plan") which provides for the granting of
qualified and non-qualified stock options to employees, directors, officers,
certain non-employee advisors and consultants and non-employee directors of
Aris. The Compensation Committee of the Board of Directors (the "Committee"),
whose members are independent, non-employee directors of the Company, will
administer the 2000 Plan. The plan authorizes 2,500,000 shares of Aris' Common
Stock for issuance under the terms of the 2000 Plan. The date of grant, option
price, vesting period and other terms specific to options granted under the 2000
Plan are to be determined by the Plan Administrator. Options granted under the
2000 Plan expire 10 years from date of grant. The 2000 Plan will, for any new
grants, replace the Aris 1997 Stock Option Plan.
In August 2000, the Company signed a non-binding letter of intent to
sell approximately 85% of the shares of Aris Software, Inc. ("ASI"), a wholly
owned subsidiary of the Company, to a group of investors led by Paul Song, the
Company's Chairman of the Board and former CEO. Aris will receive total
consideration of approximately $2.6 million in cash, stock and receivables and
will retain 15% interest in ASI. Additionally, Aris will be granted warrants for
the right to purchase 3.5 million shares of ASI stock for $200,000, increasing
their investment up to 45% of the software company, assuming no future sales of
securities by ASI.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Total Revenue. Total revenue decreased $14,592,000 to $45,466,000 for
the six months ended June 30, 2000 from $60,058,000 for the six months ended
June 30, 1999, representing a 24% decrease. The decrease in total revenue is a
result of the slow comeback from Y2K activity coupled with the divestiture of
the Company's US training operations.
Consulting Revenue. Consulting revenue decreased $7,590,000 to
$29,036,000 for the six months ended June 30, 2000 from $36,626,000 for the six
months ended June 30, 1999,
12
<PAGE> 13
representing a 21% decrease. Consulting revenue decreased as a result of an
overall decrease in the level of consulting activity related to a slower than
anticipated rebound from Aris' clients' focus on Y2K issues coupled with high
staffing turnover, both voluntary and involuntary, as a result of our focus on
eBusiness growth. Aris employed or contracted for the services of an average of
369 full-time consultants and project managers during the six months ended June
30, 2000, compared to 389 during the six months ended June 30, 1999.
Training Revenue. Training revenue decreased $6,510,000 to $12,359,000
for the six months ended June 30, 2000 from $18,869,000 for the six months ended
June 30, 1999, representing a 35% decrease. The decrease was attributable to the
divestiture of the Company's US "brick and mortar" training operations coupled
with lower than anticipated class enrollment. Aris offered 2,012 classes and
5,824 training days in the six months ended June 30, 2000 as compared to 4,423
classes and 9,840 training days in the six months ended June 30, 1999. The
number of classes and training days in the US decreased approximately 45% during
the first six months of 2000 compared to the same period in 1999.
Software Revenue. Software revenue decreased $492,000 to $4,071,000 for
the six months ended June 30, 2000 from $4,563,000 in the six months ended June
30, 1999, representing a decrease of 11%. The decrease in revenue is primarily
attributable to reduced sales of the NoetixViews suite of products developed by
the Company's software subsidiary. Aris believes the decrease in software
revenues is due to a general slowdown in enterprise resource planning system
sales, which may be due in part to some customers' desire to focus on
Internet-based and electronic commerce applications. Partial saturation of the
potential market due to NoetixViews' successful penetration of the Oracle
customer base also may be a factor.
Cost of Revenues. Cost of revenues consists primarily of salaries and
employee benefits for consultants, project managers and instructors;
subcontractor fees; non-reimbursable travel expenses related to consulting and
training activities, and the cost of production of software modules and
amortization of capitalized software costs. Cost of revenues decreased
$3,589,000 to $26,347,000 in the six months ended June 30, 2000 from $29,936,000
in the six months ended June 30, 1999. The decrease in cost of revenues is
primarily a result of staffing turnover, both voluntary and involuntary, as a
result of the Company's focus on transitioning to a pure eBusiness consulting
company. Cost of revenues as a percentage of revenues increased from 50% for the
six months ended June 30, 1999 to 58% for the six months ended June 30, 2000.
The increase is primarily attributable to a relative increase in the proportion
of consulting revenues and costs. Consulting cost of revenues include more labor
and benefits costs as a percentage of revenue than do either training or
software operations.
Selling, General and Administrative Expense. Selling, general and
administrative ("SG&A") expense consists of salaries and employee benefits for
executive, managerial, administrative and sales personnel; facility leases;
amortization of capitalized computer hardware and equipment costs; software
license fees; legal, accounting and other professional fees, and travel and
business development costs. SG&A expenses remained relatively flat increasing
from $26,305,000 in the six months ended June 30, 1999, to $26,323,000 in the
six months ended June 30, 2000. However, because of the decrease in total
revenues, SG&A, as a percentage of revenue, increased from 44% to 58%.
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Amortization of Intangible Assets. Amortization of intangibles was
$430,000 during the six months ended June 30, 1999 and $1,943,000 during the six
months ended June 30, 2000. The increase in amortization of intangibles arises
as a result of an increase in the intangibles balance attributable to the
acquisition of fine.com during 1999.
Charges Related to Reorganization. Charges related to reorganization
consist of employee severance, contract and lease terminations, reduction in
carrying value of assets net of estimated proceeds from the sale of certain
assets and other costs totaling $4,000,000. Of these estimated expenses,
$3,270,000 have been utilized during the six months ended June 30, 2000. The
balance of $730,000 is expected to be utilized by March 31, 2001.
Other Income, Net. Other income, net, consists primarily of interest
income on cash and cash equivalents and finance charges due on accounts
receivable. Other income, net, increased slightly from $356,000 for the six
months ended June 30, 1999 to $369,000 for the six months ended June 30, 2000.
The increase is primarily attributable to an increase in investment yield on the
Company's higher cash position.
Income Tax Expense (Benefit). Income tax expense shifted from $1,498,000
of tax expense in the six months ended June 30, 1999 to a $3,707,000 tax benefit
for the six months ended June 30, 2000. Aris incurred acquisition-related
expenses in the six months ended June 30, 1999 and did not incur any such
expenses in the comparable period in 2000. A significant portion of these
acquisition-related expenses are not deductible in the determination of taxable
income and, accordingly, resulted in a higher effective tax rate for the six
months ended June 30, 1999. Aris estimates that exclusive of the effect of
acquisition-related charges, the effective tax rate would have been 40% in the
six months ended June 30, 1999. By comparison, due to the recurring losses the
Company has suffered during 2000, a resulting tax benefit has been recorded as
compared to a tax expense in prior years.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Total Revenue. Total revenues decreased $9,147,000 to $20,690,000 for
the quarter ended June 30, 2000 from $29,837,000 for the quarter ended June
30,1999, representing a 31% decrease. This decrease is the result of lower than
anticipated consulting revenues coupled with the divesture of the Company's US
training operations.
Consulting Revenue. Consulting revenues decreased $5,152,000 to
$13,541,000 for the quarter ended June 30, 2000 from $18,693,000 for the quarter
ended June 30, 1999 representing a 28% decrease. Consulting revenue decreased as
a result of an overall decrease in the level of consulting activity due to low
consultant utilization coupled with fewer projects backlogged as a result of the
transition of our sales staff's focus and practice. The Company employed or
contracted for the services of an average of 343 full-time consultants and
project managers during the quarter ended June 30, 2000 compared to 391 during
the quarter ended June 30, 1999.
Training Revenue. Training revenue decreased $4,126,000 to $4,879,000
for the quarter ended June 30, 2000 from $9,005,000 for the quarter ended June
30, 1999 representing a 46% decrease. Revenues decreased primarily as a result
of the divestiture of the Company's US
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training operations and as a result of a significant decrease in the number of
private classes provided corporate clients. The Company offered 916 classes and
2,619 training days in the quarter ended June 30, 2000 as compared to 1,737
classes and 4,767 training days in the quarter ended June 30, 1999.
Software Revenue. Software revenue increased $131,000 to $2,270,000 for
the quarter ended June 30, 2000 from $2,139,000 in the quarter ended June 30,
1999, representing an increase of 6%. The increase in revenue is attributable to
the increased product support renewals from the NoetixViews suite of products.
Cost of Revenues. Cost of revenues decreased $3,312,000 to $11,779,000
in the quarter ended June 30, 2000 from $15,091,000 in the quarter ended June
30, 1999. Cost of revenues as a percentage of sales increased from 51% for the
quarter ended June 30, 1999 to 57% for the quarter ended June 30, 2000. The
decrease in cost of revenues is primarily a result of employee turnover and the
decreased use of outside consultants due to fewer projects. Cost of revenues as
a percentage of revenues for consulting and training was 49% for the quarter
ended June 30, 1999 and 56% for the quarter ended June 30, 2000.
Selling, General and Administrative Expense. SG&A expense consists of
salaries and employee benefits for executive, managerial, administrative and
sales personnel; facility leases; amortization of capitalized computer hardware
and equipment costs; software license fees, travel and business development
costs. SG&A expense decreased $1,435,000 to $12,116,000 for the quarter ended
June 30, 2000 from $13,551,000, for the quarter ended June 30, 1999,
representing a decrease of 11%. SG&A expenses decreased due to a reduction in
the number of management, sales and administrative staff from 365 at June 30,
1999 to 249 at June 30, 2000 due primarily to the divesture of Aris' US "brick
and mortar" training operations.
Amortization of Intangible Assets. Amortization of intangibles was
$216,000 for the quarter ended June 30, 1999 and $948,000 during the quarter
ended June 30, 2000. The increase in amortization of intangibles arises as a
result of an increase in intangibles balances attributable to the acquisition of
fine.com during 1999.
Other Income, Net. Other income, net, consists primarily of interest
income on cash and cash equivalents and finance charges assessed on the
Company's past due receivables. Other income, net, decreased $26,000 from
$191,000 for the quarter ended June 30, 1999 to $165,000 for the quarter ended
June 30, 2000. The decrease is primarily due to a reduction in income from
finance charges on accounts receivable during the quarter ended June 30, 2000.
Income Tax Expense (Benefit). Income tax expense (benefit) decreased
$1,941,000 to a benefit of $1,423,000 in the quarter ended June 30, 2000 from an
expense of $518,000 for the quarter ended June 30, 1999. This benefit is a
result of the losses currently being generated by the Company and are
anticipated to continue until the Company has achieved profitability. The
effective tax benefit rate for the quarter ended June 30, 2000 was approximately
35.7%. For the quarter ended June 30, 1999, the tax expense on a pretax loss is
primarily due to portions of the acquisition-related charges that are not
deductible from federal and certain state income taxes.
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Accordingly, there was not a tax benefit at statutory rates for all of the loss
in the quarter ended June 30, 1999.
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LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company had working capital of $31.1 million
including $12.5 million of cash and cash equivalents. As of December 31, 1999,
Aris had working capital of $32.8 million including $10.5 million of cash and
cash equivalents. Aris intends to finance its working capital needs, as well as
purchases of additional property and equipment for its operations, from cash
generated by operations and available cash.
Net cash in the amount of $2,378,000 was provided by all activities in
the six months ended June 30, 2000. Operating activities provided cash in the
amount of $632,000. The sale of certain of the Company's training operations
provided cash in the amount of $900,000, a portion of which was used to purchase
$323,000 of property and equipment, resulting in a net cash increase of
$577,000. Financing activities provided a total of $1,169,000 in the six months
ended June 30, 2000. Aris received $712,000 from the exercise of stock options
and $457,000 for the issuance of shares for the employee stock purchase plan.
Net cash in the amount of $1,980,000 was provided by all activities in
the six months ended June 30, 1999. Operating activities provided cash in the
amount of $855,000. Investing activities provided $3,272,000 of cash, primarily
from the sale of marketable securities in the amount of $4,512,000, a portion of
which was used to purchase $1,240,000 of property and equipment. Financing
activities used a total of $2,147,000 in the six months ended June 30, 1999.
Aris paid $3,073,000 to repurchase amounts of its own common stock and received
$169,000 from the exercise of stock options and $757,000 for the issuance of
shares for the employee stock purchase plan.
At June 30, 2000, Aris had net accounts receivable of $20,778,000 and 92
days sales outstanding. At June 30, 1999, net accounts receivable were
$27,388,000 and 84 days sales outstanding. The increase in days sales
outstanding is attributable to: 1) over-age accounts acquired in the Company's
merger with InTime on June 30, 1998, 2) several client bankruptcies, 3) an
increase in accounts receivable from government contracts which typically pay
more slowly than commercial accounts and 4) lower revenues.
Aris has a $10 million line of credit with US Bank. The credit line
provides funds for general business purposes as well as the acquisition of
companies, and is secured by substantially all of Aris' assets. The credit line
contains various affirmative and negative covenants, which require, among other
things, maintenance of a certain level of working capital and a certain current
ratio. Aris is in compliance with all requirements of the credit line. At June
30, 2000 and December 31, 1999 there were no borrowings against the credit line.
The credit line expires, if not earlier renewed, on June 30, 2001.
Aris has financed its acquisitions of businesses through cash generated
by operating activities and its initial public offering, promissory notes and
the issuance of warrants and common stock. Aris believes that it should be able
to satisfy the cash requirements of its existing business from its existing cash
resources, its bank credit facilities and cash flow from operations. Aris may
encounter opportunities for acquisitions of businesses or products, joint
ventures or other business initiatives that may require the commitment of cash
in excess of Aris' available
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resources. If Aris requires cash in addition to its available resources, Aris
may have to obtain additional equity or debt financing. Financing may not be
available on a timely basis, on favorable terms or at all. If Aris obtains
financing through the sale of equity securities, holders of Aris common stock
may experience significant dilution. Failure to obtain financing if and when
needed could require Aris to restrict its operations or forego available
opportunities.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, " Accounting for
Derivative Instruments and Hedging Activities." This statement requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date of
FASB Statement No. 133." SFAS No. 137 deferred the effective date of SFAS No.
133 until fiscal years beginning after June 15, 2000. The Company does not use
derivative instruments, therefore the adoption of this statement will not have
any effect on the Company's results of operations, financial position or cash
flows.
In December 1999, the Securities and Exchange Commission ("SEC")
released Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements." This pronouncement summarizes certain of the SEC staff's
views on applying generally accepted accounting principles to revenue
recognition. The Company is required to adopt SAB No. 101 for its fiscal quarter
ending December 31, 2001. The Company is currently reviewing the requirements of
SAB No. 101.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The primary market risk to Aris is the effect of changes in foreign
currency exchange rates. Income from the foreign operations is frequently
denominated in foreign currencies, thereby creating exposures to changes in
exchange rates. This foreign currency exposure is monitored by Aris as an
integral part of the overall risk management program, which recognizes the
unpredictability of financial markets and seeks to reduce the potentially
adverse effect on Aris' results. The effect of changes in exchange rates on
earnings has been immaterial relative to other factors that also affect
earnings, such as sales and operating margins.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved from time to time in routine legal proceedings
incidental to its business. As of June 30, 2000, the Company was not involved in
any material legal proceedings.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Aris Corporation was held on April
27, 2000. A total of 12,022,083 shares of the Company's Common Stock were
represented in person or by proxy at the meeting, which comprised 93.6% of the
total number of shares of the Company's Common Stock outstanding as of March 10,
2000, the record date for the meeting. The following three proposals were
considered and voted on by the shareholders of the Company.
Election of Directors. At the meeting, Bruce R. Kennedy and Paul Y. Song
were re-elected to serve as Class I directors of the Company, each for a term of
three years until the Company's Annual Meeting of Shareholders in 2003. Mr.
Kennedy received 11,424,412 votes, which represents 95.0% of the shares present
at the meeting in person or by proxy and Mr. Song received 11,418,560 votes,
which represents 95.0% of the shares present at the meeting in person or by
proxy. Continuing as directors of the Company are Barry L. Rowan and Kenneth A.
Williams, both Class III directors whose terms expire in 2002 and Kendall W.
Kunz, the sole Class II director whose term expires in 2001.
Adoption of the 2000 Stock Option Plan. The Company's shareholders
approved the adoption of the Company's 2000 Stock Option Plan and approved the
reservation of 2,500,000 for issuance thereunder. Of the votes represented at
the meeting, 7,231,545 votes, which represents 56.3% of the Company's Common
Stock outstanding on March 10, 2000, were cast in favor of the adoption,
2,080,743 votes, which represents 16.2% of the Company's Common Stock
outstanding on March 10, 2000, were cast against the adoption of the Plan,
2,694,521 votes, which represents 21.0% of the Company's Common Stock
outstanding on March 10, 2000, were broker non-votes and 832,888 votes, which
represents 6.5% of the Company's Common Stock outstanding on March 10, 2000,
abstained or were unvoted.
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
See Exhibit Table on page 23.
(B) REPORTS ON FORM 8-K
On April 10, 2000, the Company filed a Current Report Form 8-K under
Item 5 reporting the signing of a letter of intent to sell its Portland and
Seattle training facilities to Company management and the announcement that the
Company expects to report lower than anticipated results for the first quarter
of fiscal 2000 and that it is restructuring its U.S. sales organization. The
Company did not file financial statements with that Current Report on Form 8-K.
On May 16, 2000, the Company filed a Current Report Form 8-K under Item
5 reporting the completion of the sale of its Portland and Seattle training
facilities to Company management. The Company did not file financial statements
with that Current Report on Form 8-K.
On June 19, 2000, the Company filed a Current Report Form 8-K under Item
5 reporting the announcement of management changes and that the Company expects
to report lower than anticipated results for the second quarter of fiscal 2000
and that it is restructuring its U.S. sales organization. The Company did not
file financial statements with that Current Report on Form 8-K.
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SIGNATURE
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.
Dated this 11th day of ARIS CORPORATION
August, 2000.
By: /s/ Diane Gamache
--------------------------------
Diane Gamache, CPA
Chief Financial Officer
(Principal Financial and
Accounting Officer and Duly
Authorized Officer)
EXHIBITS
<TABLE>
<CAPTION>
PAGE EXHIBIT NUMBER EXHIBIT NAME
<S> <C> <C>
27.1 Financial Data Schedule
</TABLE>
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