<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q/A
AMENDMENT NO. 1 TO FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 1998
COMMISSION FILE NUMBER 0-23117
BEST SOFTWARE, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
VIRGINIA 7372 54-1222526
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
11413 ISAAC NEWTON SQUARE
RESTON, VA 20190
(703) 709-5200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
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 issuer's classes of
common stock as of the latest practicable date:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
OUTSTANDING ON
TITLE OF CLASS OCTOBER 31, 1998
-------------- ----------------
<S> <C>
Common Stock, no par value................................ 11,640,121
</TABLE>
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<PAGE> 2
BEST SOFTWARE, INC.
AMENDED FILING OF FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1998
This Quarterly Report on Form 10-Q/A is being filed by Best Software, Inc.
(the "Company") to amend and restate Items 1 and 2 of Part I and Exhibit 27 of
the Company's Form 10-Q for the quarter ended September 30, 1998 to reflect the
Company's re-evaluation of write-off for in-process research and development
with regard to a certain acquisition. See Note 1 to the Consolidated Financial
Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Consolidated Balance Sheets as of September 30, 1998 and
December 31, 1997...................................... 3
Consolidated Statements of Operations for the three and
nine months ended September 30, 1998 and 1997.......... 4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1998 and 1997...................... 5
Notes to Consolidated Financial Statements................ 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.................... 9
SIGNATURE................................................. 19
EXHIBIT INDEX............................................. 20
</TABLE>
2
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS
BEST SOFTWARE, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $26,142 $33,164
Short-term investments.................................... 20,598 12,268
Accounts receivable, net of allowance ($1,179 and $991
respectively).......................................... 6,601 4,661
Inventory................................................. 200 280
Prepaid expenses and other current assets................. 2,794 1,419
Deferred tax asset........................................ 1,400 700
------- -------
Total............................................. 57,735 52,492
------- -------
Property and equipment, net................................. 3,667 2,182
Deferred tax asset.......................................... 3,370 2,300
Acquired intangibles, net................................... 6,034 --
Other assets................................................ 202 36
------- -------
Total............................................. $71,008 $57,010
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses..................... $14,531 $10,375
Notes payable -- current.................................. 325 650
Deferred maintenance and services revenue................. 17,856 14,918
------- -------
Total............................................. 32,712 25,943
------- -------
Note payable -- noncurrent.................................. 126 --
Deferred maintenance and services revenue................... 788 1,313
Other noncurrent liabilities................................ 248 --
------- -------
Total liabilities................................. 33,874 27,256
------- -------
Shareholders' equity:
Preferred stock, $0.01 par value; 1,000,000 shares
authorized, none issued................................ -- --
Common stock, no par value; 40,000,000 shares authorized;
11,615,231 and 10,913,385 shares issued and
outstanding, respectively.............................. 37,313 33,604
Additional paid-in capital................................ 1,374 1,000
Deferred compensation..................................... (102) (124)
Accumulated other comprehensive income.................... 72 --
Accumulated deficit....................................... (1,523) (4,726)
------- -------
Total shareholders' equity........................ 37,134 29,754
------- -------
Total............................................. $71,008 $57,010
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE> 4
BEST SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenue:
License fees and royalty..................... $ 9,035 $ 5,889 $24,177 $16,237
Services..................................... 8,967 5,936 23,776 16,400
------- ------- ------- -------
Total................................ 18,002 11,825 47,953 32,637
------- ------- ------- -------
Cost of revenue:
License fees and royalty..................... 422 556 1,317 1,730
Services..................................... 3,051 1,492 7,997 4,527
------- ------- ------- -------
Total................................ 3,473 2,048 9,314 6,257
------- ------- ------- -------
Gross margin................................... 14,529 9,777 38,639 26,380
------- ------- ------- -------
Operating expenses:
Sales and marketing.......................... 6,559 4,418 17,110 12,267
Research and development..................... 2,898 2,077 7,719 5,463
General and administrative................... 2,264 1,584 5,998 4,561
Write-off of purchased research and
development............................... -- -- 3,850 --
Amortization of acquired intangibles......... 273 -- 546 --
------- ------- ------- -------
Total................................ 11,994 8,079 35,223 22,291
------- ------- ------- -------
Operating income............................... 2,535 1,698 3,416 4,089
Other income (expense), net.................... 606 82 1,758 (86)
------- ------- ------- -------
Income from operations before income taxes..... 3,141 1,780 5,174 4,003
Income tax provision........................... 1,200 685 1,970 455
------- ------- ------- -------
Net income..................................... $ 1,941 $ 1,095 $ 3,204 $ 3,548
======= ======= ======= =======
Basic net income per share..................... $ .17 $ .15 $ .28 $ .50
======= ======= ======= =======
Diluted net income per share................... $ .16 $ .12 $ .26 $ .42
======= ======= ======= =======
Basic weighted average shares outstanding...... 11,610 7,437 11,389 7,058
======= ======= ======= =======
Diluted weighted average shares outstanding.... 12,284 8,844 12,122 8,487
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE> 5
BEST SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1998 1997
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Net income.................................................. $ 3,204 $ 3,548
Adjustments to reconcile net income to net cash provided by
operating
activities:
Depreciation and amortization............................. 1,628 1,018
Compensation associated with stock options................ 20 (131)
Modification of warrants and amortization of debt
discount............................................... -- 301
Tax benefit from options exercised........................ 426 538
Write-off of purchased research and development........... 3,850 --
Deferred taxes............................................ (1,770) (1,098)
(Increase) decrease in assets:
Accounts receivable (net)................................. (567) 386
Inventory................................................. 91 74
Prepaid expenses and other assets......................... (964) (461)
Increase in liabilities:
Accounts payable and accrued expenses..................... 3,831 2,965
Deferred maintenance and services revenue................. 1,912 1,895
-------- --------
Net cash provided by operating activities.............. 11,661 9,035
-------- --------
Cash flows from investing activities:
Purchases of property and equipment....................... (2,362) (1,036)
Purchases of short-term investments....................... (38,727) --
Sales of short-term investments........................... 30,395 --
Acquisition of HR Management Software GmbH................ (6,800) --
-------- --------
Net cash used in investing activities.................. (17,494) (1,036)
-------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options and warrants...... 318 654
Purchase and retirement of treasury stock................. (355) (1,089)
Cash dividends paid to shareholders....................... -- (11,121)
Principal payments on notes payable or capital lease
obligation............................................. (1,157) (712)
-------- --------
Net cash used in financing activities.................. (1,194) (12,268)
-------- --------
Effect of exchange rate changes............................. 5 --
-------- --------
Net decrease in cash and cash equivalents................... (7,022) (4,269)
Cash and cash equivalents, beginning of period.............. 33,164 13,231
-------- --------
Cash and cash equivalents, end of period.................... $ 26,142 $ 8,962
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes........................................... $ 3,040 $ 454
Interest............................................... $ 44 $ 509
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
240,000 shares issued to HR Management Software GmbH... $ 3,630 $ --
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE> 6
BEST SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1998 (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements and notes
thereto have been prepared in accordance with generally accepted accounting
principles for interim financial information and should be read in conjunction
with the audited consolidated financial statements for the nine month transition
period ended December 31, 1997 included in the Company's Form 10-K. Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted as permitted by rules and regulations of the
Securities and Exchange Commission. Interim results of operations for the nine
month period ended September 30, 1998 are not necessarily indicative of
operating results for the full fiscal year.
In the opinion of management, all adjustments (consisting of normal
recurring entries) necessary for the fair presentation of the consolidated
financial position, results of operations, and changes in cash flows for the
periods presented have been included. 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 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.
In a letter to the American Institute of Certified Public Accountants dated
September 9, 1998, the Securities and Exchange Commission ("SEC") expressed its
views on purchased in-process research and development ("IPR&D") charges. After
discussions with the Staff of the SEC and pursuant to the guidance in this
letter, the Company has reallocated the purchase price associated with its March
1998 acquisition of HR Management Software GmbH. As a result, the original
amount of purchase price that was allocated to IPR&D was reduced by $5.5 million
to $3.9 million, intangible assets were increased by $5.5 million to $6.6
million and will be amortized over three to seven years, and the deferred tax
asset was reduced by $2.1 million to $4.5 million. The Company believes this
change has no economic impact on the Company's financial position or liquidity.
The effect of the restatement on the Company's previously reported
condensed consolidated financial statements as of and for the three and nine
month periods ended September 30, 1998 is as follows (in thousands except per
share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
------------------------- -------------------------
AS REPORTED RESTATED AS REPORTED RESTATED
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Statement of Operations data:
General and Administrative............ $ 2,336 $ 2,264 $ 6,142 $ 5,998
Write-off of purchased research and
development........................ -- -- 9,370 3,850
Amortization of acquired
intangibles........................ -- 273 -- 546
Total operating expenses.............. 11,793 11,994 40,341 35,223
Income from operations before income
taxes.............................. 3,342 3,141 56 5,174
Income tax provision (benefit)........ 1,280 1,200 (10) 1,970
Net income............................ 2,062 1,941 66 3,204
Basic net income per share............ 0.18 0.17 0.01 0.28
Diluted net income per share.......... $ 0.17 $ 0.16 $ 0.01 $ 0.26
</TABLE>
6
<PAGE> 7
BEST SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Acquired intangibles were previously reported in other assets.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
-------------------------
AS REPORTED RESTATED
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Balance Sheet data:
Deferred tax asset........................................ $ 6,750 $ 4,770
Acquired intangibles, net................................. 916 6,034
Total assets.............................................. 67,870 71,008
Common Stock.............................................. 33,683 37,313
Additional Paid-in-capital................................ 5,004 1,374
Accumulated deficit....................................... (4,661) (1,523)
Total shareholders' equity................................ 33,996 37,134
Total liabilities and shareholders' equity................ $67,870 $71,008
</TABLE>
FOREIGN CURRENCY TRANSLATION
In general, the functional currency of a foreign operation is deemed to be
the local country's currency. Consequently, assets and liabilities of operations
outside the United States are translated into United States dollars using the
exchange rate in effect at the balance sheet date. Revenue and expense accounts
for these operations are translated using the average exchange rate during the
period. The effects of foreign currency translation adjustments are included as
a separate component of shareholders' equity.
2. NET INCOME PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Account Standards ("SFAS") No. 128, "Earnings Per Share". SFAS No. 128
requires dual presentation of basic and diluted earnings per share. Basic
earnings per share includes no dilution and is computed by dividing net income
available to common shareholders by the weighted average number of common shares
outstanding for the period.
In February 1998, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 98 on computation of earnings per share. SAB 98
replaces SAB 83 which previously required that all common stock, options and
warrants issued within one year of an Initial Public Offering be included in the
calculation of earnings per share as if outstanding for all periods presented.
Under SAB 98, only issuances of common stock, options and warrants issued for
nominal consideration in periods preceding an Initial Public Offering are
required to be included in the calculation of earnings per share as if they were
outstanding for all periods presented. In the periods preceding the Company's
Initial Public Offering, the Company had no issuances of common stock, options
or warrants for nominal consideration.
Earnings per share for all 1997 periods presented has been restated to
comply with SFAS No. 128 and SAB No. 98.
7
<PAGE> 8
BEST SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In accordance with SFAS No. 128, basic net income per share and diluted net
income per share can be reconciled as indicated below (in thousands, except per
share data) (unaudited):
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
--------------------------- ---------------------------
PER-SHARE PER-SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
------ ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Basic net income per share:
Income available to common
shareholders......................... $1,941 11,610 $0.17 $1,095 7,437 $0.15
Effect of dilutive securities
Preferred stock......................... -- 625
Options and warrants.................... 674 782
------ ------ ------ -----
Diluted net income per share:
Income available to common
shareholders......................... $1,941 12,284 $0.16 $1,095 8,844 $0.12
====== ====== ====== =====
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
--------------------------- ---------------------------
PER-SHARE PER-SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
------ ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Basic net income per share:
Income available to common
shareholders......................... $3,204 11,389 $0.28 $3,548 7,058 $0.50
Effect of dilutive securities
Preferred stock......................... -- 625
Options and warrants.................... 733 804
------ ------ ------ -----
Diluted net income per share:
Income available to common
shareholders......................... $3,204 12,122 $0.26 $3,548 8,487 $0.42
====== ====== ====== =====
</TABLE>
3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The American Institute of Certified Public Accountants (the "AICPA") has
issued a Statement of Position (the "SOP") SOP 97-2, "Software Revenue
Recognition". The Company has adopted SOP 97-2 effective January 1, 1998. The
adoption of SOP 97-2 did not have a material impact on the Company.
In 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income" and No. 131, "Disclosures about Segments of an
Enterprise and Related Information". SFAS No. 131 becomes effective for the
Company's year-end 1998 financial statements. The Company is evaluating this
statement to determine the impact on its reporting and disclosure requirements.
The Company adopted SFAS No. 130 (see Note 5) effective January 1, 1998 which
requires companies to report comprehensive income which is the total of net
income plus all changes in equity during a period except those resulting from
investment by owners and distribution to owners.
4. ACQUISITION
In March 1998, the Company acquired HR Management Software GmbH (HRS), a
provider of human resource software in the European marketplace. The acquisition
price was for approximately $10.4 million consisting of $6.4 million in cash,
240,000 shares of Common Stock, and out-of-pocket acquisition costs of
approximately $400,000. The closing occurred on March 31, 1998; therefore, the
results of operations of HRS are included beginning April 1, 1998. The
acquisition was accounted for as a purchase and the Company recorded a charge of
approximately $3.9 million in the first quarter of 1998 to in-process research
and development, after giving effect to the re-evaluation described in Note 1
above.
8
<PAGE> 9
BEST SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The remaining purchase price resulted in an excess of the purchase price
over the fair value of the net assets of approximately $6.6 million. The Company
also acquired tangible assets of approximately $2.7 million consisting primarily
of accounts receivable and fixed assets and assumed liabilities of $2.7 million.
The following consolidated proforma information assumes the HRS acquisition
occurred on January 1, 1997 (in thousands, except per share data):
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-----------------------------
SEPTEMBER 30, SEPTEMBER 30,
1998 1997
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Revenue.................................................... $49,405 $36,413
Income (loss) from operations before income taxes.......... 5,190 (292)
Net income................................................. 3,220 913
Earnings per share......................................... $ 0.26 $ 0.09
</TABLE>
5. COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all other nonowner
changes in equity. The components of other comprehensive income include foreign
currency translation adjustments, unrealized holding gains/losses on securities
classified as available-for-sale, and minimum pension liability adjustments made
in the period (in thousands).
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-----------------------------
SEPTEMBER 30, SEPTEMBER 30,
1998 1997
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Net income................................................. $3,204 $3,548
Other comprehensive income, net of tax:
Foreign currency translation adjustments.............. 62 --
------ ------
Comprehensive income....................................... $3,266 $3,548
====== ======
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that involve risk and
uncertainties. For this purpose, the following discussion of the financial
condition and results of operations of the Company should be read in conjunction
with the Form 10-K, the Consolidated Financial Statements and Notes thereto.
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. Important factors known to Best
Software, Inc. that could cause such material differences are discussed under
the caption "Certain Factors That May Affect Future Results" in Item 7 of the
Company's annual report on Form 10-K, which is incorporated herein by reference.
These and other important factors could cause the Company's actual results to
differ materially from those indicated by such forward-looking statements. The
Company undertakes no obligations to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
9
<PAGE> 10
OVERVIEW
The Company is a leader in corporate resource management software and
services, helping organizations to better manage their people, assets and
budgeting processes. The Company's feature-rich, cost-effective solutions are
easy to implement and enhance productivity by automating management, compliance
and reporting functions in areas of specialized expertise that entail complex
and frequently changing laws and regulations. The Company's solutions have been
designed to complement core accounting systems and are scaleable from
stand-alone desktop applications running on personal computers to multi-user
work group and client/server programs designed for use on personal computer
local area networks. As of September 30, 1998, the Company had over 45,000
licensed customer locations.
Prior to fiscal 1994, substantially all of the Company's revenues from the
FAS and Abra product lines were derived from licenses of DOS-based versions of
these products. Since fiscal 1994, the Company has introduced Microsoft Windows
versions of these products and, since fiscal 1995, a significant number of the
Company's DOS customers have migrated to the Company's Windows-based products.
Additionally, since the introduction of multi-user versions of its products in
fiscal 1995 and fiscal 1996, the Company has sold an increased number of
multi-user licenses of its FAS and Abra products. Upon the introduction of a new
product or an enhanced version of an existing product, the Company has typically
derived significant license fee revenue from trade-ups by existing customers.
Typically, the license fees paid for trade-ups are lower than the license fees
for an initial license. In addition, the Windows-based products and the
multi-user products generally have higher average license fees and gross margins
than the DOS-based products.
In April 1998, the Company released the newest fixed asset management
system, Best! Imperativ Asset Accounting, a client/server solution that delivers
control over fixed assets with accurate, timely reporting at a lower total cost
of ownership. The product utilizes the Microsoft BackOffice platform and allows
integration into a variety of financial accounting packages. Best! Imperativ
Asset Accounting provides scalability and compliance with changing Internal
Revenue Service (IRS) and Generally Accepted Accounting Principles (GAAP) rules.
During the quarter ended June 30, 1998, the Company introduced a
customization tool for the comprehensive human resource software package. The
Abra Suite Custom Studio allows users to easily and cost-effectively customize
their requirements through two new tools, Abra Toolkit for end users and
Developer's Toolkit for Business Partners. Abra Toolkit allows users to create
custom screens with more features and flexibility, as well as modify the menus
with more efficient actions, processes, reports and rules for their
organizations.
In addition to revenue from product licenses, the Company derives
significant recurring revenue from maintenance and support agreements. Under its
maintenance and support agreements, the Company provides technical support and
periodic software updates. In late fiscal 1997, the Company launched its
consulting services, which include installation, set-up and conversion services.
Training and consulting revenue are anticipated to have lower gross margins than
revenue from maintenance and support agreements. Maintenance and support
agreements are generally priced as a percentage of the initial license fee for
the underlying products.
The Company recognizes revenue on license fees upon shipment of the
product, net of provisions for returns and allowances, provided that no
significant Company obligations remain and that collection of the resulting
account receivable is probable. For products with free trial periods, revenue is
recognized upon acceptance of the product by the customer. Revenue from the MYOB
License is recognized ratably within each year of the term of the license
agreement, based on specified annual royalty payments. Revenue from maintenance
and support agreements is recognized pro rata over the term of the agreements,
which is generally one year. Revenue from other services, such as training and
consulting, is recognized as the services are provided.
10
<PAGE> 11
OPERATING RESULTS
The following table sets forth for the periods indicated certain
consolidated statement of operations data expressed as a percentage of total
revenue:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenue:
License fees and royalty............. 50.2% 49.8% 50.4% 49.8%
Services............................. 49.8 50.2 49.6 50.2
----- ----- ----- -----
Total........................ 100.0 100.0 100.0 100.0
----- ----- ----- -----
Cost of revenue:
License fees and royalty............. 2.4 4.7 2.7 5.3
Services............................. 16.9 12.6 16.7 13.9
----- ----- ----- -----
Total........................ 19.3 17.3 19.4 19.2
----- ----- ----- -----
Gross margin........................... 80.7 82.7 80.6 80.8
----- ----- ----- -----
Operating expenses:
Sales and marketing.................. 36.4 37.4 35.7 37.6
Research and development............. 16.1 17.5 16.1 16.7
General and administrative........... 12.6 13.4 12.6 14.0
Write-off of purchased research and
development....................... 0.0 0.0 8.0 0.0
Amortization of acquired
intangibles....................... 1.5 0.0 1.1 0.0
----- ----- ----- -----
Total........................ 66.6 68.3 73.5 68.3
----- ----- ----- -----
Operating income....................... 14.1 14.4 7.1 12.5
Other income (expense) net............. 3.4 0.7 3.7 (0.2)
----- ----- ----- -----
Income from operations before income
taxes................................ 17.5 15.1 10.8 12.3
Income tax provision................... 6.7 5.8 4.1 1.4
----- ----- ----- -----
Net income............................. 10.8% 9.3% 6.7% 10.9%
===== ===== ===== =====
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
License Fees and Royalty Revenue. License fees and royalty revenue
consists of fees from software licenses and royalties. License fees and royalty
revenue increased from $5.9 million for the three months ended September 30,
1997 to $9.0 million for the three months ended September 30, 1998, representing
an increase of 53.4%. As a percentage of total revenue, license fees and royalty
revenue was 49.8% for the three months ended September 30, 1997 and 50.2% for
the three months ended September 30, 1998, respectively. The dollar increase in
license fees and royalty revenue was due to increases in both the FAS and Abra
product lines primarily from increased sales of higher priced Windows-based and
multi-user products. The acquisition of HRS on March 31, 1998 also contributed
to the increased license fee and royalty revenue in the three months ended
September 30, 1998 compared to the three months ended September 30, 1997.
Royalties from the MYOB License increased from $413,250 during the three months
ended September 30, 1997 to $591,000 for the three months ended September 30,
1998. The royalty is based on the total revenue of the licensee attributable to
this product line, with the royalty rate escalating over the four-year license
period. The Company does not anticipate generating any additional revenue from
this product line upon termination of the license agreement in June 2000.
Services Revenue. Services revenue includes revenue from maintenance and
support agreements and training and consulting services. Services revenue
increased from $5.9 million for the three months ended September 30, 1997 to
$9.0 million for the three months ended September 30, 1998, representing an
increase
11
<PAGE> 12
of 51.1%. As a percentage of total revenue, services revenue decreased from
50.2% for the three months ended September 30, 1997 to 49.8% for the three
months ended September 30, 1998. The dollar increase in services revenue was
primarily due to an increase in the number of maintenance and support
agreements, which resulted from a larger installed base of customers, and a
higher average contract value resulting from increased sales of higher priced
license products. To a lesser extent, the increase in services revenue was due
to the Company's increased focus on offering training and other consulting
services, which include installation, set-up and data conversion activities. The
acquisition of HRS also contributed to the increased services revenue in the
three months ended September 30, 1998 compared to the corresponding period of
1997.
Cost of License Fees and Royalty Revenue. Cost of license fees and royalty
revenue consists primarily of the costs of media, product manuals, shipping and
fulfillment, and royalties paid to third parties. Cost of license fees and
royalty revenue decreased from $556,000 for the three months ended September 30,
1997 to $422,000 for the three months ended September 30, 1998, representing a
decrease of 24.1%. As a percentage of total revenue, cost of license fees and
royalty revenue decreased from 4.7% to 2.4% for the three-month periods ended
September 30, 1997 and 1998, respectively. As a percentage of license fees and
royalty revenue, cost of license fees and royalty revenue decreased from 9.4% to
4.7% for the three months ended September 30, 1997 and 1998, respectively. The
decrease was primarily due to increased sales of higher margin Windows-based and
multi-user products and cost improvements on the license media and fulfillment
operations. To a lesser extent, the decrease was due to royalty revenue received
under the MYOB License, for which the associated costs are nominal.
Cost of Services Revenue. Cost of services revenue consists primarily of
personnel costs, telephone charges and other costs related to providing
telephone support, training and consulting services. Cost of services revenue
increased from $1.5 million for the three months ended September 30, 1997 to
$3.1 million for the three month period ended September 30, 1998, representing a
104.5% increase. As a percentage of total revenue, cost of services revenue
increased from 12.6% to 16.9% for the three-month periods ended September 30,
1997 and 1998, respectively. As a percentage of services revenue, cost of
services revenue increased from 25.1% to 34.0% for the three months ended
September 30, 1997 and 1998, respectively. The increase was primarily due to
ramping up of personnel in professional services.
Sales and Marketing. Sales and marketing expenses consist primarily of
direct mail programs, advertising, and other marketing programs, personnel
costs, commissions, travel and operating costs. Sales and marketing expenses
increased from $4.4 million for the three months ended September 30, 1997, to
$6.6 million for the three months ended September 30, 1998, representing an
increase of 48.5%. As a percentage of total revenue, sales and marketing
expenses decreased from 37.4% to 36.4% for the three-month periods ended
September 30, 1997 and 1998, respectively. The dollar increase was primarily due
to marketing activities related to new product releases, increased website
activities, and general product awareness.
Research and Development. Research and development expenses consist
primarily of personnel costs and fees paid to outside consultants. Research and
development expenses increased from $2.1 million for the three months ended
September 30, 1997 to $2.9 million for the three months ended September 30,
1998, representing an increase of 39.5%. As a percentage of total revenue,
research and development expenses decreased from 17.5% to 16.1% for the
three-month periods ended September 30, 1997 and 1998, respectively. The dollar
increase in research and development expenses was primarily the result of
increased expenses relating to the development of the Best! Imperativ products.
General and Administrative. General and administrative expenses include
the costs of corporate operations, finance and accounting, human resources and
other general operations. General and administrative expenses increased from
$1.6 million for the three months ended September 30, 1997 to $2.3 million for
the three months ended September 30, 1998, representing an increase of 43.0%. As
a percentage of total revenue, general and administrative expenses decreased
from 13.4% to 12.6% for the three-month periods ended September 30, 1997 and
1998, respectively. The dollar increase in general and administrative expenses
was the result of increased staffing and related expenses necessary to manage
and support the expansion of the Company's operations.
12
<PAGE> 13
Amortization of acquired intangibles, net. Amortization of acquired
intangibles relates to the capitalized costs of identifiable intangibles and
goodwill resulting from the HRS acquisition. Amortization of intangibles was
approximately $273,000 in the three months ended September 30, 1998. The
acquired intangibles and goodwill are being amortized over a useful life of
three to seven years.
Other Income (Expense) Net. Other income (expense) consists primarily of
earnings from cash, cash equivalents and short-term investments, net of any
interest expense. Other income (expense), net was $82,000 for the three months
ended September 30, 1997 and $606,000 for the three months ended September 30,
1998. The significant dollar increase was due to increased interest income
through investing the proceeds of the Initial Public Offering.
Provision for Income Taxes. The provision for income taxes was $685,000
and $1.2 million for the three months ended September 30, 1997 and 1998
respectively, representing 38.4% and 38.2% of income before taxes respectively.
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
License Fees and Royalty Revenue. License fees and royalty revenue
consists of fees from software licenses and royalties. License fees and royalty
revenue increased from $16.2 million for the nine months ended September 30,
1997 to $24.2 million for the nine months ended September 30, 1998, representing
an increase of 48.9%. As a percentage of total revenue, license fees and royalty
revenue was 49.8% for the nine months ended September 30, 1997 and 50.4% for the
nine months ended September 30, 1998, respectively. The dollar increase in
license fees and royalty revenue was due to an increase in license fee revenue
from FAS and Abra products, which resulted primarily from increased sales of
higher priced Windows-based and multi-user products. The six months of revenue
included since the acquisition of HRS also contributed to the increased license
fee and royalty revenue in the nine months ended September 30, 1998 compared to
the corresponding period of 1997. Royalties from the MYOB License increased from
$885,750 during the nine months ended September 30, 1997 to $1,417,500 for the
nine months ended September 30, 1998. The royalty is based on the total revenue
of the licensee attributable to this product line, with the royalty rate
escalating over the four-year license period. The Company does not anticipate
generating any additional revenue from this product line upon termination of the
license agreement in June 2000.
Services Revenue. Services revenue includes revenue from maintenance and
support agreements and training and consulting services. Services revenue
increased from $16.4 million for the nine months ended September 30, 1997 to
$23.8 million for the nine months ended September 30, 1998, representing an
increase of 45.0%. As a percentage of total revenue, services revenue decreased
from 50.2% for the nine months ended September 30, 1997 to 49.6% for the nine
months ended September 30, 1998. The dollar increase in services revenue was
primarily due to an increase in the number of maintenance and support
agreements, which resulted from a larger installed base of customers, and a
higher average contract value resulting from increased sales of higher priced
license products. To a lesser extent, the increase in services revenue was due
to the Company's increased focus on offering training and other consulting
services, which include installation, set-up and data conversion activities. The
six months of revenue included since the acquisition of HRS also contributed to
the increased services revenue in the nine months ended September 30, 1998
compared to the nine months ended September 30, 1997.
Cost of License Fees and Royalty Revenue. Cost of license fees and royalty
revenue consists primarily of the costs of media, product manuals, shipping and
fulfillment, and royalties paid to third parties. Cost of license fees and
royalty revenue decreased from $1.7 million for the nine months ended September
30, 1997 to $1.3 million for the nine months ended September 30, 1998,
representing a decrease of 23.9%. As a percentage of total revenue, cost of
license fees and royalty revenue decreased from 5.3% to 2.7% for the nine-month
periods ended September 30, 1997 and 1998, respectively. As a percentage of
license fees and royalty revenue, cost of license fees and royalty revenue
decreased from 10.7% to 5.4% for the nine months ended September 30, 1997 and
1998, respectively. The decrease was primarily due to increased sales of higher
margin Windows-based and multi-user products and cost improvements on the
license media and fulfillment
13
<PAGE> 14
operations. To a lesser extent, the decrease was due to royalty revenue received
under the MYOB License, for which the associated costs are nominal.
Cost of Services Revenue. Cost of services revenue consists primarily of
personnel costs, telephone charges and other costs related to providing
telephone support, training and consulting services. Cost of services revenue
increased from $4.5 million for the nine months ended September 30, 1997 to $8.0
million for the nine month period ended September 30, 1998, representing a 76.7%
increase. As a percentage of total revenue, cost of services revenue increased
from 13.9% to 16.7% for the nine-month periods ended September 30, 1997 and
1998, respectively. As a percentage of service revenue, cost of services revenue
increased from 27.6% to 33.6% for the nine months ended September 30, 1997 and
1998, respectively. The increase was primarily due to ramping up of personnel in
professional services.
Sales and Marketing. Sales and marketing expenses consist primarily of
direct mail programs, advertising, and other marketing programs, personnel
costs, commissions, travel and operating costs. Sales and marketing expenses
increased from $12.3 million for the nine months ended September 30, 1997, to
$17.1 million for the nine months ended September 30, 1998, representing an
increase of 39.5%. As a percentage of total revenue, sales and marketing
expenses decreased from 37.6% to 35.7% for the nine-month periods ended
September 30, 1997 and 1998, respectively. The dollar increase was primarily due
to new product releases, increased website activities and general product
awareness.
Research and Development. Research and development expenses consist
primarily of personnel costs and fees paid to outside consultants. Research and
development expenses increased from $5.5 million for the nine months ended
September 30, 1997 to $7.7 million for the nine months ended September 30, 1998,
representing an increase of 41.3%. As a percentage of total revenue, research
and development expenses decreased from 16.7% to 16.1% for the nine-month
periods ended September 30, 1997 and 1998, respectively. The dollar increase in
research and development expenses was primarily the result of increased expenses
relating to the development of a new budgeting product and the Best! Imperativ
products.
General and Administrative. General and administrative expenses include
the costs of corporate operations, finance and accounting, human resources and
other general operations. General and administrative expenses increased from
$4.6 million for the nine months ended September 30, 1997 to $6.0 million for
the nine months ended September 30, 1998, representing an increase of 31.5%. As
a percentage of total revenue, general and administrative expenses decreased
from 14.0% to 12.6% for the nine-month periods ended September 30, 1997 and
1998, respectively. The dollar increase in general and administrative expenses
was the result of increased staffing and related expenses necessary to manage
and support the expansion of the Company's operations.
Write-off of purchased research and development. The write-off is the
result of the purchased research and development associated with the Company's
acquisition of HRS described in Note 4 of the financial statements. The one time
charge of approximately $3.9 million represents 8.0% of total revenue for the
nine months ended September 30, 1998.
In connection with the acquisition of HRS, the Company allocated $3.9
million of the $10.4 million purchase price to incomplete research and
development projects. This allocation represents the estimated fair value based
on future cash flows that have been adjusted by the project's cost-based
completion percentage of 35 percent. At the acquisition date, the development of
this project had not yet reached technological feasibility and the in-process
research & development ("IPR&D") in progress had no alternative future uses.
Accordingly, these costs were expensed as of the acquisition date. The remainder
of the purchase price was allocated to completed technology, other intangibles
and goodwill in the amounts of $793,000, $278,000, and $5,515,000 respectively.
These amounts are being amortized over periods ranging from three to seven
years.
The Company used an independent third-party appraiser to assess and value
the IPR&D. The values assigned to this asset were determined by identifying
significant research projects for which technological feasibility had not been
established. In the case of HRS, this included the development, programming and
testing activities associated with the creation of Generation X, a new HR system
for the European middle
14
<PAGE> 15
market. Valuation of non Generation X development efforts in the future has been
excluded from the research and development appraisal.
The nature of the efforts to develop the acquired in-process technology
into a commercially viable product relate to the completion of all planning,
designing, and prototyping and testing activities that are necessary to
establish that the proposed technologies meet their design specifications
including functional, technical, and economic performance requirements.
The value assigned to purchased in-process technology was determined by
estimating the contribution of the purchased in-process technology in developing
a commercially viable product, estimating the resulting net cash flows from the
expected sales of such a product, adjusted by the project's cost-based
completion percentage and discounted to the present value using an appropriate
discount rate.
Revenue growth rates for HRS were estimated by a third party appraiser
based on a detailed forecast prepared by management, as well as the appraiser's
discussions with finance, marketing, and engineering representatives of Best and
HRS. Revenue growth rates beyond 2000 were based on industry growth
expectations. Allocation of total HRS projected revenues to IPR&D was based on
the appraiser's discussions with Best and HRS management. The preponderance of
future revenues is expected to originate from the sale of products that are not
yet completed. HRS's existing products and technologies are rapidly approaching
obsolescence and future performance is highly dependent on the successful
completion of new HR systems being developed by HRS.
Selling, general and administrative expenses and profitability estimates
were determined based on management forecasts as well as an analysis of
comparable companies' margin expectations, including those of the Company.
The projections utilized in the transaction pricing and purchase price
allocation analysis exclude the potential synergistic benefits related
specifically to Best's ownership. Due to the relatively early stage of the
development and reliance on future, unproven products and technologies, the cost
of capital (discount rate) for HRS was estimated using venture capital rates of
return. Due to the nature of the forecast and the risks associated with the
projected growth and profitability of the development projects, a discount rate
of 30 to 33 percent was used to discount cash flows from the in-process
products. Because the in-process projects are such an integral part of the
business enterprise, only a moderate increase in the discount rate for the
in-process technology was deemed appropriate. This discount rate is commensurate
with HRS's market position, the uncertainties in the economic estimates
described above, the inherent uncertainty surrounding the successful development
of the purchased in-process technology, the useful life of such technology, the
profitability levels of such technology, the uncertainty surrounding the
European economy, the impact of the Euro conversion on the European economy, and
the uncertainty related to technological advances that could render even HRS's
development stage technologies obsolete.
The Company believes that the foregoing assumptions used in the forecasts
were reasonable at the time of the acquisition. The in-process projects and
technologies acquired are progressing as planned, with no material changes
between actual results and the assumptions utilized in the allocation analysis.
No assurance can be given, however, that the underlying assumptions used to
estimate sales, development costs or profitability, or the events associated
with such projects, will transpire as estimated. For these reasons, actual
results may vary from projected results.
Remaining development efforts for HRS's research and development include
various phases of development, programming and testing. Costs to complete the
IPR&D are expected to approximate $4.3 million over the next two to three years.
Anticipated completion dates for the projects in progress will occur in 1999 at
which time the Company expects to begin generating the economic benefits from
the technologies. Funding for such projects is expected to be obtained from
internally generated sources.
As evidenced by the continued support of the development of Generation X
and derivative products, management believes the Company has a reasonable chance
of successfully completing the research and development programs. However, as
with all of Best's software segments, there is risk associated with the
15
<PAGE> 16
completion of the HRS research and development projects, and there is no
assurance that technological or commercial success will be achieved.
If the development of Generation X and derivative products is unsuccessful,
the sales and profitability of the Company may be adversely affected in future
periods. Commercial results are also subject to uncertain market events, and
risks, which are beyond the Company's control, such as trends in technology,
changes in government regulation, market size and growth, and product
introduction or other actions by competitors.
Amortization of acquired intangibles, net. Amortization of acquired
intangibles relates to the capitalized costs of identifiable intangibles and
goodwill resulting from the HRS acquisition. Amortization of intangibles was
approximately $546,000 in the nine months ended September 30, 1998. The acquired
intangibles and goodwill are being amortized over a useful life of three to
seven years.
Other Income (Expense) Net. Other income (expense) consists primarily of
earnings from cash, cash equivalents and short-term investments, net of any
interest expense. Other income (expense), net was ($86,000) for the nine months
ended September 30, 1997 and $1.8 million for the nine months ended September
30, 1998. The significant dollar increase was due to increased interest income
earned through investing the proceeds of the Initial Public Offering. Other
expense for the nine months ended September 30, 1997 was to some extent due to
$432,000 of interest expense attributable to a reduction in the exercise price
of a warrant in connection with the June 1997 dividend to shareholders, offset
by interest income.
(Benefit) Provision for Income Taxes. The provision for income taxes was
$455,000 for the nine months ended September 30, 1997 and $2.0 million was
recorded for the same period in 1998, representing 11.4% and 38.0% of income
before taxes respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company funds its operations through cash provided by operations. The
Company had cash, cash equivalents and short-term investments of $46.7 million
as of September 30, 1998. The Company's short-term investments include
securities of U.S. Government agencies, municipalities and corporations.
For the nine months ended September 30, 1998 and 1997, net cash provided by
operating activities was $11.7 million and $9.0 million, respectively. The
increase in cash provided by operating activities was primarily a result of the
net effect of the one-time charge against earnings for purchased research and
development from the acquisition of HRS.
Net cash used in investing activities for the nine months ended September
30, 1998 and 1997 was $17.5 million and $1.0 million, respectively. The increase
in cash used in investing activities was related to the purchases of short-term
investments with the proceeds from the Initial Public Offering and the
acquisition of HRS. In the nine months ended September 30, 1998 and 1997, cash
was used for the purchase of property and equipment of $2.4 million and $1.0
million respectively. Although the Company does not currently have any material
identifiable commitments for capital expenditures, the Company expects to
continue to invest in the acquisition of property and equipment in the ordinary
course of its business. The Company does not have any material commitments
related to its royalty obligations arising from licenses of certain products and
technologies used in the Company's products.
Net cash used in financing activities for the nine months ended September
30, 1998 and 1997 was $1.2 million and $12.3 million, respectively. During the
nine months ended September 30, 1997, the principal use of cash was the payment
of dividends and the repurchase of treasury shares. During the nine months ended
September 30, 1998, the principal use of cash was the payment of notes payable
assumed in the acquisition of HRS.
The Company believes that the net proceeds from the offering and cash
generated from operations will be sufficient to fund its operations for at least
the next 12 months.
16
<PAGE> 17
YEAR 2000 ISSUES
Certain computer programs were written using two digits rather than four to
define the applicable calendar year. Such programs may recognize a date using
"00" as the year 1900 rather than the year 2000. This is referred to as the
"Year 2000 Issue."
The Company has completed certain internal testing of the file server
versions of its human resources and payroll products, as well as the client
server human resource product and confirmed that they are year 2000 compatible.
ITAA certification (meaning that the Company has been found to meet the
information technology industry's best software development practices for
addressing the Year 2000 issue) has been obtained for the Abra Suite and Best!
Imperativ HRMS products. The Company has further determined that the Abra Tax
File product is not Year 2000 compatible, but it is currently anticipated that
the effort and cost to resolve this issue will be minimal and that a release,
now planned for the third quarter of 1999, will resolve the problem. The DOS
versions of the Abra product lines are not Year 2000 compatible. Existing
customers of these DOS versions have been informed or are in the process of
being informed that the Company will not support the DOS products beyond 1999.
The Company is conducting campaigns to convert these customers to its Year 2000
compatible programs.
For the FAS Windows 95 and NT-based products and the Best! Imperativ Asset
Accounting product, the only significant date-related restriction of which the
Company is currently aware is that the "placed in service date" field will not
allow new assets to be entered in years beyond the year 2019. By definition,
this restriction will not negatively impact a user of the existing FAS products
for approximately 20 years. The Company's next generation of FAS Windows
products, scheduled for release within the next two to three years, will not
contain this date related restriction. The Company is in the final stages of
internal testing of all its Windows based FAS products and it is anticipated
that all such testing will be completed in the fourth quarter of 1998. The DOS
versions and certain Windows 3.1 and 3.11-based products of FAS are not Year
2000 compatible. Existing customers of these versions have been informed or are
in the process of being informed that the Company will not support these
products beyond 1999. The Company is conducting campaigns to convert these
customers to its Year 2000 compatible programs.
Notwithstanding the above, there can be no assurances that the Company's
current products do not contain undetected errors or defects associated with
Year 2000 date functions that may materially and/or adversely affect the
Company.
The Company has not specifically tested third-party software that is
incorporated into its products, but the Company has sought and is seeking
assurances from its third-party licensors that the licensed software will not
have date-related Year 2000 issues. Despite this, unknown errors in the
Company's third-party licensed software may materially and/or adversely affect
the Company.
Some analysts have stated that a significant amount of litigation will
arise out of Year 2000 compliance issues, and the Company is aware of an
increasing number of lawsuits against other software vendors. Although no
lawsuits have been filed against the Company, the outcome of any such lawsuits
and the impact on the Company cannot be determined at the present time because
of the unique nature of such potential litigation. Furthermore, because it is in
the business of selling software products, the Company's risk of being subjected
to lawsuits relating to Year 2000 issues with its software products is likely to
be greater than that of companies in other non-software related industries.
Because computer systems may involve different hardware, firmware and software
components from different manufacturers, it may be difficult to determine which
component in a computer system may cause a Year 2000 issue. As a result, the
Company may be subjected to Year 2000-related lawsuits independent of whether
its products and services are Year 2000 ready. The outcome of any such lawsuits
and the impact on the Company cannot be determined at this time.
Additionally, the Company has performed an assessment of its principal
internal management information software and systems including IT systems
(computer hardware and software) and Non-IT systems (equipment, phone systems,
etc.) to determine if they are Year 2000 compliant. Management's assessment is
that minimal modifications will be necessary to the Company's existing principal
internal management information system software to achieve Year 2000 compliance.
Management's assessment of the critical
17
<PAGE> 18
internal management information systems applications will be further inspected
by a third party, to determine what, if any, modifications are required. This
inspection is scheduled to be completed by the end of the first quarter of 1999.
The Company believes that if any modifications are necessary, the cost will not
be material. The Company expects its principal internal management information
systems to be fully Year 2000 compliant by the end of 1999, and is in the
process of creating contingency plans for its critical processes that rely on
the principal internal management information software and systems.
The Company also faces risks and uncertainties to the extent that third
party suppliers of products, services and systems purchased by the Company and
others with whom the Company transacts business on a worldwide basis do not have
business systems or products that comply with the Year 2000 requirements.
Although the Company is currently analyzing the impact, if any, of the Year 2000
issue surrounding such third party interactions, failure of any critical
technology components to operate properly in the Year 2000 and beyond may have
an adverse impact on business operations or require the Company to incur
unanticipated expenses to remedy any problems. The Company expects to complete
this analysis by the end of the first quarter of 1999. A contingency plan will
be prepared if it is determined that the compliance objectives will not be met.
All costs of all of the above measures are being funded out of current
operations, but have not been separately accounted for in the past. Cost of the
above measures includes systems software and hardware, outside contractors,
technical support from various internal groups and administrative costs to
manage. The Company's total cost relating to these activities has not been and
is not expected to be material to the overall financial position, results of
operations or cash flows of the Company. However, there can be no assurance that
there will not be a delay in or increased costs associated with the above
measures, or that the Company's suppliers will adequately prepare for the Year
2000 issue. It is possible that any such delays, increased costs, or supplier
failures could have a material adverse impact on the Company's operations and
financial results.
18
<PAGE> 19
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.
BEST SOFTWARE, INC.
By: /s/ DAVID N. BOSSERMAN
------------------------------------
David N. Bosserman
Executive Vice President,
Chief Financial Officer and
Treasurer
Date: April 22, 1999
19
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S>
27 -- Financial Data Schedule*
</TABLE>
- ---------------
* Submitted only with the electronic filing of this document with the Commission
pursuant to Regulation S-T under the Securities Act of 1933, as amended.
20
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 26,142
<SECURITIES> 20,598
<RECEIVABLES> 7,780
<ALLOWANCES> 1,179
<INVENTORY> 200
<CURRENT-ASSETS> 57,735
<PP&E> 8,989
<DEPRECIATION> 5,322
<TOTAL-ASSETS> 71,008
<CURRENT-LIABILITIES> 32,712
<BONDS> 0
0
0
<COMMON> 37,313
<OTHER-SE> (179)
<TOTAL-LIABILITY-AND-EQUITY> 71,008
<SALES> 18,002
<TOTAL-REVENUES> 18,002
<CGS> 3,473
<TOTAL-COSTS> 3,473
<OTHER-EXPENSES> 11,994
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,141
<INCOME-TAX> (1,200)
<INCOME-CONTINUING> 1,941
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,941
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.16
</TABLE>
