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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For Annual and Transition Reports Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the Fiscal Year ended June 30, 1996
COMMISSION FILE NUMBER 1-5677
WANG LABORATORIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 04-2192707
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Technology Park Drive, Billerica, Massachusetts 01821
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 967-5000
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Common Stock Purchase Warrants
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 twelve 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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
----- -----
On August 30, 1996, the aggregate market value of voting stock held by
non-affiliates of the Registrant was $595,182,223 based on the closing price of
Common Stock on the Nasdaq National Market on August 30, 1996 and assuming a
market value of $50.00 per share for the Depositary Shares (each representing a
1/20 interest in a share of the 6 1/2% Cumulative Convertible Preferred Stock)
and assuming a market value of $1,000.00 per share for the 4 1/2% Series A
Cumulative Convertible Preferred Stock.
The number of shares outstanding of Common Stock outstanding as of August
30, 1996 was 36,399,098.
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Documents Incorporated By Reference
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Document Form 10-K Part
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Definitive Proxy Statement with respect Part III
to the Annual Meeting of Stockholders
to be held on November 26, 1996
to be filed with the Securities and
Exchange Commission
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PART I
ITEM 1. BUSINESS
Wang Laboratories, Inc., a Delaware corporation ("Wang" or the
"Company"), develops, markets and supports software and offers services that
define, automate, manage and measure critical business processes. Wang develops
and markets software for applications in work management (workflow, imaging,
computer output to laser disk (COLD) and document and storage management), and
provides integration and support services for computers and computer networks
worldwide. The Company's software and services enable its customers to realize
improvements in productivity, quality and responsiveness through the definition,
automation, management and measurement of critical business processes. The
Company's customers include businesses, institutions and governments of varying
sizes around the world.
The Company is the successor to Wang Laboratories, Inc., a
Massachusetts corporation founded in 1955, which implemented a reorganization
plan under Chapter 11 of the U.S. Bankruptcy Code that was approved by the
bankruptcy court on September 20, 1993 (the "Reorganization Plan"). The
predecessor company had filed for reorganization in August 1992. The
Reorganization Plan was consummated on December 16, 1993, at which time the
reorganized company was reincorporated as a Delaware corporation.
The Company operates through its Software Business and its Services
Business, and is focused on particular segments of the software and services
industry in which the Company enjoys substantial sales, research and development
and marketing expertise and which, in the Company's judgment, offer significant
growth and market opportunities. The Company intends, by internal development
and acquisition, to build on its positions in the integrated work management
software solutions market and as a worldwide provider of value-added network and
desktop support services. The Company believes that this approach will build on
its existing technology strengths and customer base, while responding to
evolving changes in the worldwide market for information services. The Company
will continue to service the needs of its VS minicomputer customers by offering
upgrade products, service and open system coexistence and migration products.
On January 31, 1995, the Company completed a transaction with Compagnie
des Machines Bull and certain of its affiliates (collectively, "Bull") in which
the Company purchased Bull's U.S. customer services business, U.S. federal
systems subsidiary, its sales and service subsidiaries in Canada, Mexico,
Australia and New Zealand and its worldwide workflow and imaging business ("W/I
Business").
On April 12, 1995, Wang and Microsoft Corporation announced a worldwide
multi-year technical, service and marketing alliance pursuant to which Wang was
designated as Microsoft's preferred vendor of imaging and workflow systems, and
as an authorized provider of end-user support services for Microsoft products.
Under the alliance, Wang's desktop imaging and object controls have been
incorporated as standard features in Windows 95 and Windows NT, and image
controls have been included in the Visual Basic development tool. Additionally,
the two companies are working together to accelerate the deployment of workflow
automation software as a mainstream application for client/server computing. As
one of Microsoft's Authorized Support Centers, Wang provides end-user support
for the full range of Microsoft products. This support includes on-site network
design and installation, consulting, network integration, migration support,
workflow and imaging services and end-user help desk services. As part of this
agreement, Microsoft purchased $90.0 million face amount of 4 1/2% Series A
Cumulative Convertible Preferred Stock of Wang due in 2003 (the "4 1/2%
Preferred Stock") for $84.0 million.
On July 21, 1995, Wang acquired Sigma Imaging Systems, Inc. ("Sigma")
(subsequently renamed Wang Software N. Y., Inc.). Sigma designs and markets
state-of-the-art workflow and imaging software for paper-intensive businesses.
These products provide customers the scaleable, enterprise-wide processing power
required for high-volume, image-based transaction processing applications and
are used in many of the largest multi-site imaging and workflow systems
currently in commercial use in Windows NT. The acquisition by Wang of the Sigma
software line allowed Wang to accelerate development and commercialization of
Windows NT versions of its imaging and workflow server software.
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On October 18, 1995, the Company acquired BISS Limited ("BISS"), a
United Kingdom company which specializes in the design, implementation and
support of network computing solutions. The new organization is focusing on
developing network infrastructure solutions, including local area network
("LAN") and wide area network ("WAN") interconnection, client/server
architecture and network management systems.
On December 18, 1995, the Company acquired Avail Systems Corporation
("Avail") (subsequently renamed Wang Software Storage Management Group, Inc.), a
developer of software that automates the storage, relocation, archiving and
retrieval of information on a client/server network. This acquisition added the
next generation of storage management technology to the Company's workflow and
imaging systems. Additionally, the Company's alliance with Microsoft Corporation
was expanded to include co-development of storage management products using the
Avail technology for future Microsoft products.
On May 3, 1996 the Company acquired Dataserv Computer Maintenance, Inc.
("Dataserv"), a provider of computer maintenance and support services for
point-of-sale retail scanners and registers and popular industry-standard
servers and desktop products, as well as application helpdesk and network
integration services. Dataserv services companies in the banking and financial
services, insurance, retail and manufacturing industries.
On August 29, 1996, the Company acquired I-NET, Inc. ("I-NET"), a
vendor-independent provider of outsourced client/server, network and desktop
management services for the commercial and federal sectors. These services
include enterprise network integration and operations, on-site and remote
network management, helpdesk services, LAN/WAN communications, document
management services and IT outsourcing.
INDUSTRY BACKGROUND
Open Systems Technology. The Company built its success in the 1980s
largely on its line of VS minicomputers with a proprietary operating system
running office software applications. In recent years, however, the computer and
information technology industry has moved from primarily proprietary hardware
systems and software products to an emphasis on "open" systems, which are based
on industry-wide standards, particularly the UNIX and NT operating systems. This
transition is allowing customers to buy hardware and software from a variety of
vendors and to combine components into one integrated system to a greater degree
than had been possible with proprietary systems.
Until recent years, the personal computer was the primary open system
in the marketplace. Today, however, open system technology is available among
higher performance processors, which are being used as servers to support
networks of personal computers. The availability of open systems, which provide
customers with increased flexibility in addressing their productivity
requirements, has dramatically reduced the opportunity for sales of hardware and
software systems based on proprietary technologies, such as Wang's VS
minicomputer systems.
The use of open systems has dramatically increased the complexity of
deploying computer networks and information technology systems. Unlike an open
system, most proprietary systems are fully integrated "turn key" solutions that
provide all the requisite interfaces and have extensive compatibility testing
performed prior to customer installation. In contrast, open systems can involve
multiple interconnections and interfaces. Such complexity has led to
opportunities for companies that are able to offer cost-effective sophisticated
computer services to manage the open systems technology.
Client/Server Systems. Concurrently with the adoption of open systems
solutions, an increasing number of computer users have moved to a client/server
architecture, which enables an organization to realize both the convenience of
desktop systems and the power of shared processing. As users exploit the
benefits of open systems, many conclude that by linking multiple personal
computers (i.e., clients) and servers into client/server systems, they can
achieve the functionality of traditional minicomputers or mainframes at a lower
initial cost. Client/server applications combine the power and ease of use of
the client with the price/performance of the server. Users of client/server
systems often find that such systems are also easier to use and have added
functionality, such as decision-support capabilities, graphical
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applications and imaging. Further, by making information more accessible to
office workers, the Company believes that the workers are able to perform tasks
more efficiently, provide improved customer service, and increase the quality of
their work product. The need for a new class of software applications designed
specifically for this model of computing has made client/server software one of
the fastest growing segments of the software industry and has also created a
demand for consulting and services to support the integration of such
applications with customers' overall computing solutions.
The transition from centralized mainframe or host-based systems to
client/server systems is time consuming and costly and requires highly trained
network designers and application developers. These critical resources are not
typically a core competence of the company undergoing the transition.
Consequently, the Company believes system transitions will generate a demand for
computer networking and integration services.
Office Productivity. The Company believes that increasing office
productivity remains a major challenge across all sectors of industry and
government. In the past, mainframes, minicomputers, personal computers and
networks have been used mainly to automate existing work processes. In
relatively few cases has the underlying work process been streamlined to take
maximum advantage of new technology. The technologies required to streamline
tasks in the office exist today. To achieve this improvement, however, the
Company believes that office computer systems must automate the significant
amount of information in offices that is stored on paper and outside the reach
of traditional office automation systems. Document imaging technology captures
this information and "integrated imaging technology" integrates this "automated
paper" with data, text, voice, video and other information processed by a
computer system.
BUSINESS STRATEGY
Wang's business strategy is as follows:
- - to be a worldwide leader in work management software for client/server open
systems.
- - to be a major worldwide provider of integration and support services for
desktops and networks.
- - to continue to provide support for current VS customers and GCOS customers
and upgrades and interoperability options for VS customers.
The Company is taking advantage of the opportunities created by recent
developments in the information processing industry by focusing on particular
segments in which it has the technological, professional and marketing expertise
to offer both software and services that will permit its customers and clients
to increase their productivity in the office and workplace, and by supporting
its significant base of existing VS customers in maintaining and enhancing their
systems or in transitioning to the open client/server model of computing. The
key elements of this business strategy are as follows:
-- Focus on Work Management Software. Wang believes that its work
management software permits users with a range of hardware technologies to
enhance significantly their office productivity. In addition, this software
facilitates the production, integration, management and processing of
paper-based information, and automates the flow of business processes within an
organization. Finally, this software offers customers a high level openness and
scaleability, providing them with the flexibility to take advantage of
industry-standard hardware, networks, databases and installed systems and
applications.
-- Focus on Network and Desktop Computer Services. Wang offers a full
suite of network and desktop services on a world-wide basis. At the desktop, the
Company offers services including product procurement, computer maintenance,
help desk and desktop administration (including moves, adds, changes and
upgrades). Network services include LAN (and associated applications) design,
implementation and administration, WAN (and associated applications) design,
implementation and administration and Internet/Intranet design, implementation
and administration. The Company offers these services individually or as a suite
of service offerings. By offering customers a full suite of services from the
desktop through the WAN, the Company believes that it can offer customers an
attractive outsourcing arrangement for providing desktop and network products
and services.
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-- Complement Internal Growth With Strategic Acquisitions and
Alliances. The Company believes that opportunities exist to extend and enhance
its current line of business and distribution capabilities through investments
in or acquisitions of businesses in the information processing industry such as
the Bull, Sigma, Avail, BISS, Dataserv and I-NET acquisitions or the creation of
key strategic alliances such as the alliance with Microsoft. Such acquisitions
or alliances complement the Company's existing software product offerings,
leverage its existing strengths, such as its customer services business, and
enhance cost efficiencies across the entire corporate organization. The
Company's management intends to continue to analyze additional acquisition
opportunities and opportunities to form additional strategic alliances and to
pursue those opportunities that further its overall business strategy. The
Company evaluates such transactions from time to time, and one or more such
transactions could occur at any time.
-- Leverage VS Customer Base. The Company believes that its existing
base of VS minicomputer customers is an available and important market for its
client/server and open systems software and services. The Company will continue
to offer to its VS customers support services, hardware and software to expand
and upgrade VS systems. Wang's strategy allows VS customers to continue to gain
value from their VS investments, and for Wang to help them to transition to
client/server computing when, or if, they desire to do so. For these customers,
Wang has developed software and services that allow them to incorporate
client/server computing in a coexistence or interoperability strategy, which
allows new client/server systems and the VS to work together. The Company plans
to continue to invest in developing new software, hardware and service options
for its VS customer base.
PRINCIPAL PRODUCTS AND SERVICES
The Company's business organization is divided into two integrated
businesses: the Software Business and the Services Business. Although the
business units often work in concert, each business unit has its own strategic
mission and its own marketing, sales, support and development teams.
The Software Business
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The Software Business has worldwide responsibility for all aspects of
the Company's work management software and for application builder software as
well as related professional services.
Workflow. The Company's OPEN/workflow applications are designed to
address efforts to increase office productivity in various sectors of industry
and government. The Company believes that the amount of data that can be stored
and processed through computer systems has increased the need to develop new
applications, which will permit that information to be processed in a coherent,
timely and effective manner. To achieve that goal, the Company believes that
office computer systems must take maximum advantage of new software capabilities
to streamline the underlying work process.
On July 21, 1995, Wang acquired Sigma to leverage its relationship with
Microsoft. Sigma's product line of workflow and imaging software is specifically
designed to complement Microsoft's Back Office suite of Windows NT server
applications. The Sigma software is modular and can grow from a small
departmental system to a very large environment, processing over 500,000 pages
per day. The software can also route and track electronic work packets among
thousands of workers throughout large organizations. Additionally, the Sigma
software includes remote workstation software that makes imaged documents
available with minimal response time at off-site locations such as branch
offices or employees' homes.
Wang's workflow software enables customers to organize, automate,
manage and integrate their work processes with many existing PC, networking and
other office systems. The software features a graphical user interface and
comprehensive business measurement tools to facilitate workflow development,
measurement and management.
Imaging. Wang believes that image processing is an essential component
in effectively automating the office to take full advantage of advances in open
computing and client/server architecture. Today's imaging technology offers
businesses and organizations that require large volumes of paper processing
(e.g., insurance companies, banks, hospitals and governments) the opportunity to
realize significant increases in productivity, quality and service in their
offices. For example, using Wang's imaging technology in a
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Microsoft environment, a claims adjuster can retrieve images of an accident,
annotate them, enlarge or reconfigure them and forward or distribute copies of
the images to third parties, without any requirement for physical reproduction.
This application alone can greatly increase the efficiency and flexibility of
claims processing, while enhancing the security and integrity of the image
record and eliminating wasteful paperwork.
The Company has a long history with imaging products. The Wang PIC
(Professional Image Computer), introduced more than ten years ago, enabled users
to capture and edit images as well as merge, store, retrieve and transmit images
electronically. The Company expanded this technology to its WIIS (Wang
Integrated Image Systems), VS minicomputer-based systems, which integrate images
with data and text and provide automation tools for many customers with
image-intensive work processes. WIIS allows paper-based information to be
captured, indexed, stored, retrieved and used throughout an organization, and to
become part of the mainstream of an information system. Particular utilities now
allow customers to run WIIS on a client/server hardware system. With these
utilities, customers can run the VS minicomputer as an image or application
server and run the client applications on their workstations to access the image
data.
The Company has continued its momentum in the imaging market with its
OPEN/image products, introduced in mid-1992. This software builds on the
functionality of WIIS and expands imaging solutions to UNIX-based systems.
OPEN/image software allows customers to easily create new image processing
applications or add imaging capabilities to existing applications on a broad
range of hardware platforms.
Storage Management. In December 1995, the Company acquired Avail, a
leading company in the market for hierarchical storage management ("HSM")
software intended to create expansive disk space for storing, archiving and
retrieving information on or from information networks. Avail software
determines the frequency of use of information stored on the network and
automatically moves less frequently used information to optical disk or magnetic
tape, thereby freeing up relatively more expensive disk space for the storage of
more frequently used information. Wang is working with Microsoft to co-develop
the Avail HSM software line for inclusion in future Microsoft product releases.
While the market for storage management technology is in its early stages of
development, the Company believes that the Avail HSM software, coupled with
Wang's resources, its alliance with Microsoft and its acquisition of Sigma, will
strengthen Wang's position as a provider of critical imaging and workflow
applications.
COLD. COLD allows companies that generate and manage large quantities
of computer generated paper output (either on computer paper or on microfilm) to
store, archive and retrieve information electronically on optical disk drives.
This provides better retrieval times and increased customer service. Companies
such as credit card processing firms and credit unions can manage many months of
customer information on-line in optical media instead of removing the data and
storing it on microfiche or in stacks of computer paper. Wang's OPEN/cold+
product introduced in 1994 allows these customers to store the information on
optical drives.
The Services Business
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Wang has a long history of providing office automation and systems
integration services, including the design, project management, application
design, installation, ongoing support and administration of a network or
interconnected networks. Additionally, the Company is a leading independent
provider of maintenance and support services, network integration, installation,
training and other value-added services to customers worldwide. With the
acquisition of I-NET, Wang believes that it can now provide a full suite of
services at the desktop, LAN and WAN level for the new network computing
paradigm (open systems and client/server) throughout the world.
Wang focuses on assisting customers in maximizing the effectiveness of
their organizations by using client/server technologies. Wang has designed,
integrated and installed more than 5,000 LANs (since the mid-1980s) and 35,000
VS systems, including 10,000 electronic mail systems (since the late 1970s), in
approximately 130 countries around the world. Other services provided by the
Company include Business Process Management services, a five-step continuous
process improvement methodology and set of tools that helps customers determine
how best to use client/server, imaging and other technologies to improve
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document-intensive office processes. Wang also helps customers procure and
integrate client/server solution components. Through a number of relationships
with major technology providers, including IBM, Hewlett-Packard, Novell, Packard
Bell and Compaq, Wang offers customers leading hardware and software on a
"one-stop" basis. The Company has extensive LAN and office network design and
implementation expertise. The Company has installed thousands of LANs and is a
leading reseller of Novell and Banyan networking products. Wang consultants
design and manage the installation, maintenance and administration of complex,
heterogeneous, multi-site interconnected office networks. Additionally, the
Company provides specialty services to its desktop customers, offering both
local or remote help desk support.
In October 1995, Wang built upon its strength in the solutions
integration business through the acquisition of BISS, a United Kingdom company
which specializes in the design, implementation and support of network computing
solutions. The Company believes that with this acquisition, it is one of the
largest independent network integrators in the United Kingdom. Through the
integration of BISS with the Company's existing network integrating operations
in the United Kingdom and Ireland, Wang is focusing on developing network
infrastructure solutions, including LAN and wide area network interconnection,
client/server architecture and network management solutions.
In August 1996, Wang added substantially to its networking expertise
and market position by acquiring I-NET. The Company believes that I-NET
possesses excellent LAN and WAN design, implementation and operations skills.
The Company believes that the combination of Wang's world-wide desktop and
international LAN infrastructure with I-NET's domestic LAN and WAN capabilities
and WAN monitoring methodology will position the Company as a leading provider
of computer networking services. In addition to its large commercial customer
base, I-NET is a leading provider of network and systems integration to the
United States federal government. Major customers of I-NET include NASA and the
US Postal Service.
The Company believes that Wang Federal, Inc., a wholly owned Wang
subsidiary, is one of the top providers of systems integration products and
services to the United States federal government. Wang Federal has a long
history of delivering to United States government departments and agencies a
wide range of information technology products and services, from large
centralized systems to distributed information networks. It is involved with
numerous civilian and military organizations in developing, installing and
maintaining their mission critical systems. Major customers of Wang Federal
include the Department of Defense and each of the military services; the
Department of State; the General Services Administration; and the Department of
Commerce and Transportation. Wang Federal's major contracts for the United
States government include the Worldwide Military Command and Control System;
NASA's payload management systems for the space shuttle; the Database Machine
Contract which provides numerous civilian and Department of Defense agencies
with contemporary information technology products and services; and Pension
Benefits Guaranty Corporation, for which Wang Federal designed, developed and
now operates an accounting system.
In addition to its networking and integration services, the Services
Business has worldwide responsibility for selling and supporting popular
third-party hardware and software products, for providing maintenance services
to the Company's VS customers and for the Bull GCOS platform and for installing
and supporting office networks. As part of its strategy in the multi-vendor
services market, the Company targets growth segments of the market, including
services for desktop systems, helpdesk and service and support for high-end UNIX
systems. To implement this strategy, the Company is continuing to build upon the
Bull acquisition as a foundation for growth, to support VS and GCOS customer
transition strategies from existing proprietary systems to client/server
applications and to service the needs of its VS minicomputer customers by
offering upgrade software, service and open system coexistence and migration
software. In May 1996, the Company acquired Dataserv, a leading computer
maintenance and support services for point-of-sale retail scanners and registers
and popular industry-standard servers and desktop products, as well as
application helpdesk and network integration services. Dataserv services
companies in the banking and financial services, insurance, retail and
manufacturing industries.
The Company offers a range of services and support for client/server
applications, including users of numerous desktop systems (AST, Dell, Leading
Edge, NEC, Packard Bell, Printronix and Zenith Data
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Systems), users of networking products (Banyan, Bay Networks and Novell) and
end-user help desk services (Leading Edge, NEC, Packard Bell and Tricord). The
Company supports and maintains more than 3,500 third party products from more
than 300 vendors through its worldwide network of high quality, well-trained
customer engineers, telephone support centers and logistics operations. The
Company employs more than 2,000 technical support professionals worldwide, and
offers support from locations throughout the United States, in a number of
European countries, the Far East, Australia and Latin America.
The Wang-Microsoft alliance announced in April 1995 expands Wang's role
as an authorized provider of a full range of end-user support services for
Microsoft products. This support includes on-site network design and
installation consulting, network integration, migration support, workflow and
imaging services and end-user help desk services. Wang has also provided support
services for Windows 95 users in Australia since the product's introduction in
August 1995.
Currently, a significant source of the Company's revenue remains the
servicing, upgrading and enhancement of its installed base of its VS systems.
The introduction of several new processors, the VS9000 and VS12000 in 1993, the
VS6230 Turbo upgrade in 1994 and the VS16000 Model 850 in 1996 as well as
enhanced peripherals, an improved operating system and expanded support services
is evidence of Wang's continuing commitment to its VS customers. Additionally,
the Company has enhanced certain VS applications to offer coexistence with and
migration to the Company's new work management software products. The Company's
support for its VS line not only allows customers to continue to gain value from
their VS investments, but also facilitates their transition to open systems
when, or if, they desire. Wang maintains an electronic main gateway between
Microsoft's Exchange communication server product and Wang's VS Office. This
will allow the large installed base of VS Office users to coexist with Microsoft
Mail and Exchange users. The addition of Bull's United States customer services
business and five sales and service subsidiaries has resulted in Wang providing
service and support on an exclusive basis to users of Bull GCOS platforms in the
United States including the United States government, Canada, Mexico and
Australia. While the Company fully intends to continue supporting and servicing
these important customer groups, the Company expects that revenues from
servicing and enhancing its installed base of VS systems which have been
declining at a fairly predictable rate over recent years, in part due to the
declining sales of new VS systems and Bull GCOS platforms collectively will
contine to decline during fiscal 1997 at the rate of 20% to 25% per annum.
MARKETING
The Company is approaching the markets for its software products with a
two-pronged sales strategy: the sale of integrated work management systems
through a direct sales force, and the sale of software through software vendors,
distributors, value-added resellers ("VARs"), application providers and system
integrators. Wang's direct sales force is focusing on selling work management
systems to a distinct set of customers in selected vertical markets, targeting
such industries as federal, state and local government, banking, financial
services, insurance and health care, as well as customers who possess a large
installed base of Wang equipment. In these direct sales accounts, Wang will
typically partner with a systems integrator or vertically oriented VAR to
provide a turn-key solution for the customer.
The Company sells its services offerings predominantly through a direct
sales effort. Wang's direct sales force sells to both end-user customers as well
as large OEMs.
The Company markets its products and services in the United States
through its nationwide sales and customer service offices. At June 30, 1996,
United States operations included approximately 510 sales, sales support and
sales administration personnel and approximately 3,530 people in its service and
support organization (compared to approximately 495 and 2,200, respectively, at
June 30, 1995).
The Company's products and services are marketed and serviced in
Canada, and areas of Europe, Latin America, Asia and the South Pacific regions
through subsidiaries that generally are wholly-owned. At June 30, 1996, these
subsidiaries employed approximately 310 sales, sales support and administrative
personnel and approximately 1,825 service personnel (compared to approximately
345 and 1,945,
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respectively, at June 30, 1995). In addition, the Company reaches customers
through independent distributors in approximately 100 other countries.
To complement its worldwide direct sales and distributor organizations,
the Company has additional channels of distribution, including VARs and software
partners that incorporate their proprietary application software into Company
products or integrate their software applications with those of the Company.
A majority of the Company's revenues are derived from software,
services or products stocked for immediate delivery, meaning that a relatively
small number of product orders are unfulfilled at any time. In addition,
customers generally have the ability to change, reschedule or cancel orders
prior to shipment without penalty. Accordingly, the Company believes that
backlog information is neither necessarily indicative of future sales levels or
material to an understanding of the Company's business.
COMPETITION
Competition is vigorous in all parts of the worldwide market for
applications software and office-related products and services. The Company's
competitors are numerous and vary widely in size and resources. Some have
substantially greater resources, stronger reference accounts, larger research
and engineering staffs and larger marketing organizations than the Company.
Competitors differ significantly depending upon the market, customer and
geographic area involved. In many of the Company's markets, traditional computer
hardware companies provide the most significant competition. The Company must
also compete, particularly in the market for open systems application software
and imaging technology, with newer, smaller businesses with more limited
resources, but that have, in a number of cases, been able to develop and bring
to market significant products with highly competitive technological features.
In addition, firms not now in direct competition with the Company, including
large software development and sales companies, may, in the future, introduce
competing products. The Company competes primarily on the basis of the
price/performance, the ability to offer a variety of products and specialized
application programs, the strength of its service, support and sales
organizations an the upgradeability, flexibility and ease of use of its
products.
Wang's work management software products currently compete primarily
against FileNet, ViewStar, BancTec and International Business Machines ("IBM").
Wang's Services Business, as it relates to multi-vendor systems, competes in the
maintenance business against small regional companies with specific specialties,
large independent maintenance providers (such as DecisionOne, Memorex/Telex,
ENTEX and Vanstar) and captive maintenance providers (such as IBM, Hewlett
Packard and Digital Equipment Corporation). Wang's Services Business as it
relates to networking and integration, competes with IBM, EDS, Hewlett Packard,
CSC, Unisys Corporation and BANI.
RESEARCH AND DEVELOPMENT
The Company has a research and development program that supports the
Company's business strategy, open and standard computer architectures, and
customer needs. The Company's research and development expenses for fiscal 1996
were $33.7 million, of which $28.7 million related to the Company's OPEN
software products. In fiscal 1995, the Company spent approximately $31.5 million
on research and development in support of its continuing operations, of which
approximately $24.2 million was spent on development of its OPEN software
products. These figures include direct labor costs, some allowances for material
and overhead expenses, and deferred software productions costs. Approximately
$40 million was spent in fiscal 1994 in the same operations. The decrease was
due primarily to restructuring, the elimination of projects no longer relevant
to the Company's strategy, and the consolidation of certain projects.
Approximately 370 engineers, systems analysts, programmers and related
administrative support personnel were employed by the Company in research and
development operations at June 30, 1996, as compared with approximately 380 in
such positions at June 30, 1995.
CUSTOMERS
10
<PAGE> 11
The Company's customers include businesses, institutions and
governments of varying sizes around the world. The company's sales, marketing,
professional services and software application development groups focus on
customers with office productivity needs in selected markets. The United States
government, together with its various agencies, is a significant customer of the
Company, and provided revenues to the Company of approximately $241 million in
fiscal 1996, $150 million in fiscal 1995, $101 million for the nine months ended
June 30, 1994 and $40 million for the three months ended September 30, 1993,
which represented approximately 22%, 16%, 16% and 19% of consolidated revenues,
respectively, in each of those periods. No other customer accounted for more
than 10% of the Company's consolidated revenues in any of those periods.
PATENTS, TRADEMARKS AND LICENSES
The Company owns a number of patents and patent applications which,
although valuable and important to the Company, are not considered to be of
material importance to its current operations as a whole. The Company receives
license royalties from some of these properties, and takes measures to enforce
its rights when it deems such action appropriate. The Company is the plaintiff
in several actions in which the Company alleges that the defendants are
infringing on one or more patents held by the Company including a suit against
FileNet Corporation alleging infringement of six of the Company's imaging and
workflow patents. The results of such enforcement measures and future awards or
royalties, if any, related thereto cannot be predicted with any certainty at
this time, but, if successful, one or more of these actions could result in a
significant recovery for or other relief granted the Company. The Company also
owns certain copyrights, trademarks and proprietary information, and licenses
certain other intellectual property from others for amounts that are not
material to the Company's business as a whole. In the event that products of the
Company may be covered in whole or in part by patents owned by others, the
Company may find it necessary or desirable to obtain one or more additional
licenses.
Certain software licensed from third parties is important to certain
Company products. Such software is typically licensed to other parties on terms
similar to those obtained by the Company. The Company does not anticipate any
difficulty in maintaining its licenses on such terms. Other licensed software
programs, especially applications marketed by the Company, could be replaced by
similar applications from other vendors if the Company were to lose its rights
to the existing programs. The Company believes it will continue to maintain
adequate software license rights for the conduct of its business.
MANUFACTURING
At June 30, 1996, the Company employed approximately 150 personnel in
its manufacturing and related distribution operations (compared to approximately
185 at June 30, 1995). The continuing decline in demand for the Company's
proprietary computer hardware products, the decision to discontinue the
manufacture of PCs, increased reliance on third-party manufacturing sources and
contract fabricators of subassemblies and components, and increasing reliance on
direct shipment by suppliers to the Company's customers have allowed the Company
to drastically scale back its own manufacturing operations. These measures are
consistent with the Company's orientation toward software and services.
Over the past several years, the Company, in implementing its strategy,
downsized, sold or vacated a substantial portion of its manufacturing
facilities. Certain subsidiaries continue to have some limited manufacturing
operations, which are principally used for VS manufacturing and software
duplication.
The Company is experiencing no substantial difficulties in obtaining
necessary components, subassemblies and products, although delays have been
experienced from time to time due to temporary shortages of certain components.
The Company maintains multiple sources of supply for most items and believes
alternative sources could be developed for most existing single sources of
supply, if required.
ENVIRONMENTAL COMPLIANCE
The Company does not believe that compliance with federal, state and
local laws and regulations that have been enacted or adopted regarding the
discharge of materials into the environment, or otherwise
11
<PAGE> 12
relating to the protection of the environment, will have a material effect on
the capital expenditures, earnings or competitive position of the Company.
EMPLOYEES
At June 30, 1996, the Company employed approximately 7,900 people in
its worldwide operations, compared to approximately 6,900 at June 30, 1995. The
Company has not experienced any strikes or work stoppages and considers its
relations with its employees to be good.
ITEM 2. PROPERTIES
At June 30, 1996, the Company owned and leased a total of 3.2 million
square feet of building space around the world at an annual cost of $49.4
million on a cash basis. In the U.S. the Company utilizes 1.9 million square
feet of which approximately 0.5 million is used for administration, research and
development, customer services and training, 0.8 million is used for field sales
and service offices including regional administration and training operations
and 0.5 million is used for distribution warehousing, manufacturing and
associated administrative operations. The Company has also leased out
approximately 0.3 million square feet. Internationally, the Company owns and
leases approximately 1.0 million square feet of which approximately 0.9 million
is used for subsidiaries' administrative sales and service operations and
approximately 0.1 million is used for distribution warehousing, manufacturing
and associated administrative operations.
The Company has excess space in certain operations. Such excess space
will continue to be vacated as a result of ongoing restructuring actions.
Amounts realized from similar dispositions of excess facilities and space have
been, in general, less than sufficient to retire the Company's obligations with
respect to such space. The Company anticipates that this experience will
continue in general for any facilities restructuring.
On June 30, 1995, the Company relocated its headquarters to space
acquired in the Bull transaction in Billerica, Massachusetts. Although the
Company terminated many of its short-term leases and consolidated its U.S. field
operations into space acquired in the Bull transaction the net result was an
increase in commercial space used in the Company's U.S. operations. Wang
believes that the relocation of U.S. employees in connection with these
processes has been accomplished with a minimum of disruption and that its
employees have facilities appropriate for their needs.
ITEM 3. LEGAL PROCEEDINGS
The Chapter 11 proceedings were initiated by the predecessor
corporation on August 18, 1992, and on September 30, 1993 a formal confirmation
order with respect to the Company's Reorganization Plan became effective. On
December 16, 1993, the Company was reincorporated as a Delaware corporation. The
new corporation issued 30,000,000 shares of the new Common Stock to a Disbursing
Agent (American Stock Transfer & Trust Company), which began distribution of
these shares to holders of allowed general unsecured claims in the Chapter 11
case. To date 27,159,561 million shares have been issued. All shares of capital
stock (Class B and Class C Common Stock) of the predecessor Massachusetts
corporation were cancelled. Under the Reorganization Plan, 7,500,000 warrants,
each to purchase one share of new Common Stock at $21.45 per share, are
available to be issued to the record stockholders of the former Massachusetts
corporation and the holders of certain securities claims. The warrant
distribution began in March 1995 and to date 6,915,865 warrants have been
issued. Holders of stock in the predecessor corporation have until December 16,
1998, to redeem such stock for warrants.
Disputed claims against the predecessor Massachusetts corporation in
the Chapter 11 case continue to be litigated and settled. As they are resolved,
holders of allowed claims are receiving shares of Common Stock of the Company
out of the reserve held by the disbursing agent.
The Company is a defendant in several so-called "repetitive stress
injury" ("RSI") cases. Such cases, which have been filed against a large number
of computer manufacturers, allege that the various defendants' keyboards caused
the plaintiffs' RSI. The Company believes that all RSI claims arising before
12
<PAGE> 13
the confirmation of the Reorganization Plan will be discharged. In addition, the
Company has maintained comprehensive general liability insurance policies with
several insurers. These policies indemnify the Company for bodily injury damages
arising out of its operations and products. Nevertheless, high deductibles,
retrospective premium adjustments, and other issues relating to insurance
coverage of RSI claims may significantly limit the amount of insurance coverage
available to the Company for such claims. Given the lack of legal precedent with
respect to RSI claims, the Company can predict neither the number of cases nor
the associated claims for damages that may be filed against the Company. To date
approximately 60 claims have been made against the Company alleging damages for
RSI injuries. All but three of these claims have been filed as part of the
Company's Chapter 11 proceeding. The Company believes that all of these actions,
including those commenced after the completion of the Chapter 11 proceeding,
will be resolved under the Reorganization Plan. The Company intends to defend
itself vigorously against any liability asserted.
Prior to its filing for Chapter 11 protection, the Company was also a
defendant in a number of other routine lawsuits incidental to the conduct of its
business. Substantially all such suits were stayed while the Company operated
under Chapter 11, and claims in such suits relating to periods prior to the
Company's filing under Chapter 11 are being extinguished and, to the extent
allowed, have been provided for under and to some extent settled as part of its
Reorganization Plan. Although it is impossible to predict the results of
specific matters, the Company believes that its aggregate liability, if any, for
all litigation, in excess of insurance coverage and financial statement
provisions, will not be material to the Company's consolidated financial
position or its results of operation.
The Company is the plaintiff in several actions in which the Company
alleges that the defendants are infringing on one or more patents held by the
Company including a suit against FileNet Corporation and Watermark Corporation,
a subsidiary of FileNet Corporation, alleging infringement of the Company's
imaging and workflow patents. The defendants in certain of these actions have
filed counterclaims against the Company. See "Patents, Trademarks and Licenses"
above.
13
<PAGE> 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security-holders
during the fourth quarter of the fiscal year ended June 30, 1996.
<TABLE>
The following table sets forth the names, ages as of August 31, 1996
and positions of all executive officers of the Company:
<CAPTION>
OFFICER
-------
NAME POSITION(S) AGE SINCE
---- ----------- --- -----
<S> <C> <C> <C>
Joseph M. Tucci Chairman of the Board and 49 1990
Chief Executive Officer
Donald P. Casey President and Chief Technology Officer 50 1991
Richard L. Buckingham Vice President and Treasurer 50 1990
Franklyn A. Caine Executive Vice President 46 1994
and Chief Financial Officer
Ronald E. Cuneo Senior Vice President 53 1995
William P. Ferry Senior Vice President 44 1990
Lucy A. Flynn Senior Vice President 43 1996
David I. Goulden Senior Vice President 37 1994
James J. Hogan Senior Vice President 54 1990
Stephen G. Jerritts Senior Vice President 70 1995
Albert A. Notini Senior Vice President, General Counsel 39 1994
and Secretary
Bruce A. Ryan Senior Vice President 54 1993
Gregory C. Thompson Vice President and 40 1994
Corporate Controller
Jeremiah J.J. van Vuuren Senior Vice President 53 1993
Robert K. Weiler Senior Vice President 45 1995
</TABLE>
Mr. Tucci joined the Company in August 1990 as Executive Vice President,
Operations, was elected President and Chief Executive Officer in January 1993,
and Chairman of the Board and Chief Executive Officer in October 1993.
Previously, he had served as an executive with Unisys Corporation, a computer
company, from 1983 to August 1990, most recently as President, U.S. Information
Systems.
Mr. Casey joined the Company as Executive Vice President and Chief Development
Officer in September 1991, and was elected President and Chief Technology
Officer in January 1993. He served as President of the Software Business until
December 1995. He had served as Vice President, Networking and Communications at
Apple Computer Inc., a personal computer company, from 1988 to 1990, and as Vice
President, Spreadsheet Division at Lotus Development Corporation, a software
company, from 1990 to 1991.
14
<PAGE> 15
Mr. Buckingham joined the Company as Vice President and Treasurer in 1990. From
1988 to 1990, he served as Vice President-Treasurer of Prime Computer, Inc., a
computer company.
Mr. Caine joined the Company as Executive Vice President and Chief Financial
Officer in August 1994. Prior to joining the Company, Mr. Caine was employed by
United Technologies Corporation, a diversified manufacturing company, serving as
Senior Vice President, Planning and Corporate Development, from 1993 to July
1994, as Senior Vice President and Controller from 1991 to 1993, as Senior Vice
President, Human Resources, from 1989 to 1991 and as Vice President and
Treasurer from 1987 to 1989.
Mr. Cuneo joined the Company in February, 1995 as Senior Vice President and
President of the Company's subsidiary, Wang Federal, Inc., a provider of
technology services to the federal government. He had served as President and
Chief Executive Officer of HFS Inc. (now Wang Federal, Inc.) from 1990 until
January, 1995, when it was acquired by the Company. From 1969 through 1990, Mr.
Cuneo held various positions with Honeywell, Inc., a diversified manufacturing
company, most recently as Vice President and General Manager of Honeywell
Federal Systems.
Mr. Ferry joined the Company in August 1990 as Senior Vice President,
Applications and Professional Services. He served as Senior Vice President and
General Manager of OFFICE 2000 Systems from 1991 to January 1993. From January
1993 until June 1994 he served as Senior Vice President, North American
Operations and from July 1994 to the present as Senior Vice President of the
Company and as President of the Customer Services Business. He was an executive
at Digital Equipment Corporation, a computer, software and services company;
from 1985 to 1990, most recently as Vice President, Enterprise Integration
Services.
Ms. Flynn joined the Company in June 1996 as Senior Vice President,
Corporate/Marketing Communications. From 1992 through 1996, she served as Senior
Vice President and Director of Corporate Affairs at Shawmut National
Corporation. Previously she served as Vice President of Public Affairs at
Shawmut Bank N.A. from 1989 to 1992.
Mr. Goulden joined the Company in September 1990 as Director of Marketing
Strategies. From 1991 to 1992 he served as Vice President, Marketing and
Development and from 1992 to 1993 he served as Vice President, Marketing. Mr.
Goulden served the Company as Vice President, Marketing and Business Development
from 1993 to June 1994, as Senior Vice President, Business Development from June
1994 to December 1995, and has served since that time as Senior Vice President,
Software Products Division. He previously served as Director of Corporate
Strategy and Business Development from 1989 to 1990 at Unisys Corporation, a
computer manufacturer.
Mr. Hogan joined the Company as Senior Vice President, Personal Computer Systems
in October 1990, and became Senior Vice President Human Resources and Operations
Support in June 1993. From July 1994 to March 1995 he served as President,
Federal Systems Division Business and since March 1995 as Senior Vice President
of the Company. He had served as Vice President-Audio and Communications
Division, Americas for Thomson Consumer Electronics when that company acquired
General Electric's consumer electronics business in 1988. Previously he served
as Product General Manger of Audio/Video Systems for General Electric's consumer
electronics business from 1985 through 1987.
Mr. Jerritts joined the Company as Senior Vice President and President of Latin
American Operations in April 1995. He had served on the Company's Board of
Directors from 1993 until 1995. Prior to joining the Company he managed the
Company's Latin American operations as a consultant since November 1993.
Previously, he was President and Chief Executive Officer of NBI, Inc., a
computer company, from 1988 through 1992.
Mr. Notini joined the Company in February 1994 as Senior Vice President, General
Counsel and Secretary and is responsible for all of the Company's legal, real
estate, human resources and intellectual property matters. Previously, he had
served as a Junior Partner from 1989 to 1992, and Senior Partner from 1992 to
1994 at the Boston law firm of Hale and Dorr, which he joined in 1984.
Mr. Ryan joined the Company in July 1993 as Senior Vice President, Federal
Systems Division and, in addition to Senior Vice President of the Company,
became General Manager of the Company's
15
<PAGE> 16
Workflow/Imaging Business group in January 1994 and President of Specialty
Solutions business unit in June 1994. Previously, Mr. Ryan served as Vice
President, Sales and Marketing, General International Area, for Digital
Equipment Corporation, a computer, software and services company, from 1986 to
1991; and Vice President and General Manager, U.S. Field Operations at
Computervision Corporation, a software company, from 1991 to 1993.
Mr. Thompson joined the Company in August 1990 as Assistant Controller and
became Assistant Corporate Controller in 1992. In December 1994 Mr. Thompson was
promoted to Vice President, Corporate Controller and Chief Accounting Officer.
Previously he spent six years at Price Waterhouse, concentrating on business
strategy and planning, acquisitions, public offerings and corporate accounting
and reporting.
Mr. van Vuuren joined the Company in September 1993 as Senior Vice President,
General Manager, Europe, Africa and the Middle East and in addition to Senior
Vice President of the Company has served as President of the Company's
International Business since July 1994. Previously, he served as Vice President
of marketing operations for Europe, Africa and the Middle East from 1986 to 1989
for Unisys Corporation, a computer manufacturer and was appointed Vice President
and Group Manager Europe in 1990.
Mr. Weiler joined the Company in December 1995 as Senior Vice President and
President of its Software Business. From 1991 to 1995, Mr. Weiler was employed
by Lotus Development Corporation, a software development company, most recently
as Senior Vice President, Worldwide Sales and Marketing. Prior to 1991, he
served as president and chief operating officer at both Interleaf, Inc. and
Cullinet Software, Inc.
16
<PAGE> 17
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock is quoted on the Nasdaq National Market under the
symbol "WANG."
<TABLE>
The following table sets forth, for the periods indicated, the high and
low sales prices per share of the Common Stock as reported on the Nasdaq
National Market during fiscal years 1995 and 1996.
<CAPTION>
Quarter Ended High Low
- ------------- ---- ---
<S> <C> <C>
September 30, 1994 $14 7/8 $10 3/8
December 31, 1994 $14 1/4 $ 9 1/8
March 31, 1995 $14 3/8 $ 9 7/8
June 30, 1995 $18 1/4 $12 3/8
September 30, 1995 $19 1/2 $14 1/2
December 31, 1995 $18 $14 3/4
March 31, 1996 $25 3/8 $15 1/2
June 30, 1996 $26 1/8 $18 1/2
</TABLE>
The number of stockholders of record on August 30, 1996 was
approximately 9,100.
The Company has paid no cash dividends on the Common Stock since its
original issuance in December 1993. Its predecessor Massachusetts corporation
had not paid any dividends on its capital stock for several years. The company
currently intends to retain any earnings for future growth, and, therefore, does
not anticipate paying any cash dividends on the Common Stock in the foreseeable
future. Moreover, the Company's $225,000,000 credit facility with Bankers Trust
Company and certain other financial institutions prohibits the payment of cash
dividends other than regularly scheduled dividends to the holders of the
Company's 6 1/2% Preferred Stock. and 4 1/2% Preferred Stock.
ITEM 6. SELECTED FINANCIAL DATA
See EXHIBIT A attached hereto.
---------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
See EXHIBIT B attached hereto.
---------
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See EXHIBIT C attached hereto.
---------
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
17
<PAGE> 18
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item is contained in part under the caption
"Executive Officers of the Company" in Part I of this Annual Report on Form 10-
K, and in part in the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held on November 26, 1996 (the "1996 Proxy Statement") in the
sections "Election of Directors - Directors of the Company," and "Section 16(a)
Beneficial Ownership Reporting Compliance" which sections are incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is contained in the 1996 Proxy Statement in
the sections "Election of Directors - Compensation of Directors," "-
Compensation Committee Interlocks and Insider Participation," "- Executive
Compensation," and "- Employment Contracts and Change-in-Control Arrangements,"
which sections are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item is contained in the 1996 Proxy Statement in
the section "Beneficial Ownership of Voting Stock," which section is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item is contained in the 1996 Proxy Statement in
the section "Election of Directors - Certain Transactions," which section is
incorporated herein by reference.
18
<PAGE> 19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Consolidated Financial Statements.
1. The following documents are filed as Exhibit C hereto and
are included as part of this Annual Report on Form 10-K.
Financial Statements:
Consolidated Statement of Operations for the fiscal year
ended June 30, 1996, the fiscal year ended June 30, 1995,
the nine months ended June 30, 1994, the three months ended
September 30, 1993.
Consolidated Balance Sheet as of June 30, 1996 and 1995.
Consolidated Statement of Cash Flows for the fiscal year
ended June 30, 1996, the fiscal year ended June 30, 1995,
the nine months ended June 30, 1994, the three months ended
September 30, 1993.
Consolidated Statement of Stockholders' Equity for the
fiscal year ended June 30, 1996, the fiscal year ended June
30, 1995, the nine months ended June 30, 1994, three months
ended September 30, 1993.
Notes to Consolidated Financial Statements.
2. The following documents are filed as Exhibit D hereto and
are included as part of this Annual Report on Form 10-K.
Financial Statement Schedule:
Schedule II- Valuation and Qualifying Accounts
3. The list of Exhibits filed as a part of this Annual Report
on Form 10-K is set forth in the Exhibit Index immediately
preceding such Exhibits, and is incorporated herein by
reference.
(b) Reports on Form 8-K
During the last quarter of the Company's fiscal year ended June
30, 1996, the Company filed (i) a Current Report on Form 8-K dated
April 4, 1996 containing the audited financial statements of the
Company as of and for the six months ended December 31, 1995, the
year ended June 30, 1995, the nine months ended June 30, 1994, the
three months ended September 30, 1993 and the year ended June 30,
1993, and (ii) a Current Report on Form 8-K dated May 3, 1996
containing the Stock Purchase Agreement among the Company,
Dataserv Computer Maintenance, Inc. ("Dataserv") and Dataserv,
Inc. dated April 9, 1996. Subsequent to June 30, 1996, the Company
filed (i) a Current Report on Form 8-K/A filed July 2, 1996
containing the financial statements of Dataserv and the required
Pro Forma financial information, and (ii) a Current Report dated
September 12, 1996 on Form 8-K containing the Stock Purchase
Agreement among the Company and the other stockholders of I-NET,
Inc. signatories thereto dated as of July 24, 1996, as amended on
August 29, 1996 and the Amended and Restated Credit Agreement
among the Company, Wang Federal, Inc., Wang Canada Limited, I-NET,
Inc., Dataserv Computer Maintenance, Inc., certain Lenders,
Co-Agents and a Collateral Agent named therein and Bankers Trust
Company as Agent and Issuing Bank dated as of August 29, 1996.
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
WANG LABORATORIES, INC.
BY: /s/ Franklyn A. Caine
------------------------------------
Franklyn A. Caine
Executive Vice President and
Chief Financial Officer
September 25, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Joseph M. Tucci Chairman of the Board, Chief Executive 9/25/96
- --------------------------- Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and 9/25/96
- --------------------------- Chief Financial Officer
Franklyn A. Caine (Principal Financial Officer)
/s/ Gregory C. Thompson Vice President and Corporate Controller 9/25/96
- --------------------------- (Principal Accounting Officer)
Gregory C. Thompson
/s/ David A. Boucher Director 9/25/96
- ---------------------------
David A. Boucher
/s/ Michael W. Brown Director 9/25/96
- ---------------------------
Michael W. Brown
/s/ Marcia J. Hooper Director 9/25/96
- ---------------------------
Michael W. Brown
/s/ Joseph J. Kroger Director 9/25/96
- ---------------------------
Joseph J. Kroger
/s/ Raymond C. Kurzweil Director 9/25/96
- ---------------------------
Raymond C. Kurzweil
<PAGE> 21
/s/ Axel J. Leblois Director 9/25/96
- ---------------------------
Axel J. Leblois
/s/ Paul E. Tsongas Director 9/25/96
- ---------------------------
Paul E. Tsongas
/s/ Frederick A. Wang Director 9/25/96
- ---------------------------
Frederick A. Wang
<PAGE> 22
EXHIBIT A
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Five-Year Comparison of Selected Financial Data
<CAPTION>
(Dollars in millions except per share data)
Predecessor Company
--------------------------------
Year Ended
Year Year Nine Months Three Months June 30,
Ended Ended Ended Ended -----------------
June 30, 1996 June 30, 1995 June 30, 1994 Sept 30, 1993 1993 1992
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $1,089.8 $947.2 $644.4 | $210.9 $1,247.0 $1,896.2
Income (loss) from continuing |
operations before reorgani- |
zation expenses, discontinued |
operations, fresh-start |
reporting adjustment and |
extraordinary item (0.6) $(61.3) $ 10.6 | $ 11.9 $ (69.9) $ (358.2)
|
Reorganization expenses -- -- -- | (34.9) (127.3) --
|
Income from discontinued |
operations -- -- -- | -- -- 1.6
Fresh-start reporting adjustment -- -- -- | 193.6 -- --
Gain on debt discharge -- -- -- | 329.3 -- --
-------- ------ ------ | ------ ------- -------
|
Net income (loss) (0.6) (61.3) 10.6 | 499.9 (197.2) (356.6)
Dividends and accretion on |
preferred stock (22.6) (8.7) (4.2) | -- -- --
------- ------ ------ | ------ ------- -------
|
Net income (loss) applicable to |
common stockholders $ (23.2) $(70.0) $ 6.4 | $499.9 $(197.2) $ (356.6)
======= ====== ====== | ====== ======= ========
|
Net income (loss) per share $ (0.64) $(2.04) $ .20 | * * *
======= ====== ====== | ====== ======= ========
|
Average number of employees 6,900 5,900 5,900 | 6,700 9,500 13,900
</TABLE>
<TABLE>
<CAPTION>
At June 30, 1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total assets $864.1 $860.7 $686.0 | $ 588.8 $1,065.9
|
Depreciable assets, net $137.3 $134.4 $ 79.6 | $ 137.4 $ 316.1
|
Working capital $ 82.8 $ 43.7 $ 94.7 | $ 26.3 $ (13.7)
|
Long-term debt, excluding |
Liabilities subject to |
compromise -- $ 23.0 $ 2.0 | $ 13.8 $ 452.6
|
Series A preferred stock $ 84.8 $ 84.1 $ -- | $ -- $ --
|
Exchangeable preferred stock $ -- $ 61.5 $ 53.2 | $ -- $ --
|
Stockholders' equity (deficit) $346.7 $219.5 $264.2 | $(501.4) $ (286.4)
|
Number of employees 7,900 6,900 5,300 | 6,900 12,900
</TABLE>
Certain prior years' amounts have been reclassified to conform to the
presentation for fiscal 1996. Employee data excludes discontinued operations
and businesses held for sale.
* Per share data are not presented for periods prior to September 30, 1993,
the Confirmation Date of the Company's Reorganization Plan, due to the
general lack of comparability as a result of the revised capital structure
of the Company. See notes to the consolidated financial statements.
<PAGE> 23
EXHIBIT B
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Recent Developments
- -------------------
On August 29, 1996, the Company acquired I-NET, Inc. ("I-NET") for approximately
$165 million in cash and notes, plus assumed liabilities. Prior to the
transaction, the Company had an investment in I-NET of approximately $12
million. I-NET, a privately-held business, is a vendor-independent provider of
outsourced network and desktop management services. These services include
enterprise network integration and operations, network management, client/server
technologies, local area network and wide area network ("LAN/WAN")
communications, document management services and IT outsourcing. I-NET
generated revenues of approximately $327 million for the year ended December
31, 1995. The Company is integrating I-NET with its existing businesses.
Integration-related costs associated with the acquisition will be recorded in
the first quarter of fiscal 1997 as part of a restructure charge to operations
totaling approximately $29 million.
On August 29, 1996, the Company also entered into a three-year Amended and
Restated Credit Facility (the "Facility") with a group of financial
institutions, which provides for borrowings of up to $225.0 million. Borrowings
under the Facility replaced the Company's existing credit facility, financed a
portion of the purchase price of I-NET and refinanced existing I-NET borrowings.
The remainder will be used for general corporate purposes.
Basis of Presentation
- ---------------------
The Company was required to adopt fresh-start reporting in accordance with the
American Institute of Certified Public Accountants Statement of Position No.
90-7 ("SOP 90-7"), "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code" in connection with its emergence from Chapter 11 in 1993. The
Company's basis of accounting for financial reporting purposes changed as of
September 30, 1993 (the "Confirmation Date") as a result of adopting SOP 90-7.
Management's discussion and analysis will: (i) compare the results of operations
for the year ended June 30, 1996 to the year ended June 30, 1995; (ii) discuss
the results of operations for the nine months ended June 30, 1994, due to the
changes in the Company's basis of accounting, which were effective September 30,
1993; (iii) compare the results of operations of the Company's predecessor
Massachusetts corporation (the "Predecessor Company") for the three months
ended September 30, 1993 to the comparable period of the prior year; and (iv)
explain the liquidity and sources of capital as of June 30, 1996.
Except for historical matters, the matters discussed in this Annual Report on
Form 10-K are forward-looking statements that involve risks and uncertainties.
Such forward-looking statements relate to the Company's business, acquisitions,
products,
<PAGE> 24
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Basis of Presentation (continued)
- ---------------------------------
services, software, expenses, effective tax rate and operating and capital
requirements. In addition, forward-looking statements may be included in various
other Company documents to be issued in the future and in various oral
statements by Company representatives to security analysts, investors and others
from time to time. There are a number of important factors that could cause the
Company's actual results of operations and financial condition in the future to
vary from that indicated by such forward looking statements. Such factors
include, without limitation, the following:
- - The Company's ability to implement its strategy of building upon internal
growth in the software and services office productivity segment of the
information processing industry with acquisitions and strategic alliances
designed to complement Wang's core competencies. There can be no assurance
that the Company will be able to implement acquisitions or strategic
relationships, or, if entered into, that such acquisitions or strategic
relationships will in fact further the implementation of the Company's
business strategy. In addition, there can be no assurance that any of the
Company's acquisitions or strategic alliances will result in long-term
benefits to the Company, or, with respect to one or more significant
acquisitions, that the Company and its management will be able to
effectively assimilate and manage the resulting business.
- - Currently, a significant portion of the Company's revenues are attributable
to the servicing, upgrading and enhancement of its installed base of VS and
other traditional proprietary systems. The Company expects the decline in
revenues from traditional sources to continue during fiscal 1997 at the
rate of 20 to 25 percent per annum. As the Company's proprietary revenues
decline, individual customer losses may have a significant effect on the
rate of decline. The Company's continued growth is predicated on the
business strategy described above (including the acquisition of new
customer service and network integration businesses and continued expansion
of its software business) more than offsetting the decline in revenues from
traditional sources. To the extent that there are delays and difficulties
in the implementation of the Company's strategy, or if the decline in
revenues from traditional sources is more rapid than anticipated, the
Company's results of operations could be adversely affected.
- - There can be no assurance that the Company will have the technical
resources to be able to introduce competitive software products on a timely
basis, invest in research and development activity on the same basis as its
competitors, or otherwise be able to develop new software and enhancements
to current software on a timely basis. In addition, the third-party
maintenance and support market is extremely competitive with low barriers
to entry, and many other organizations, including hardware-independent
service organizations, compete for the provision of maintenance and service
to users. In addition, firms not now in direct competition with the
Company, including large software development and sales companies, may in
the future introduce competing products or services.
- - International revenues in recent years have accounted for approximately 50
percent of the Company's total revenues. The Company's international
operations are subject to all of the risks normally associated with
international sales,
2
<PAGE> 25
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Basis of Presentation (continued)
- ---------------------------------
including changes in regulatory compliance requirements, costs associated
with labor laws and local workers' councils, special standards
requirements, exposure to currency fluctuations, tariffs and other
barriers, difficulties in staffing and managing international subsidiary
operations, potentially adverse tax consequences and country-specific
product requirements. While the Company expects to manage its currency
exposure, there can be no assurance that it will not experience significant
losses on international currency fluctuations. In addition, effective
intellectual property protection may not be available in every foreign
country in which the Company's products are distributed.
- - Revenues from branches and agencies of the U.S. government in recent years
have approximated 18 percent of total revenues. In addition, significant
additional revenues have been derived from agencies of various foreign
governments. A significant portion of the Company's U.S. government
revenues comes from orders under government contract or subcontract awards,
which involves the risk that the failure to obtain an award, or a delay on
the part of the government agency in making the award or of ordering or
paying for products under an awarded contract, could have an impact on the
financial performance of the Company for the period in question. Other
risks in government sales are the larger discounts (and thus lower margins)
often involved in government sales, the unpredictability of funding for
various government programs, and the ability of the government agency to
unilaterally terminate the contact. Revenues from the U.S. government and
government agencies are received under a number of different contracts and
from a number of different government agencies and departments. Most
sources of government revenues are independent of each other, although
occasionally orders under one contact or from one government agency may be
linked with orders under another contract or from another agency (so that
if one order or contract were canceled, it is likely that the other would
also be canceled).
Results of Operations
- ---------------------
Year ended June 30, 1996 compared to year ended June 30, 1995
- -------------------------------------------------------------
For the year ended June 30, 1996, the Company reported revenues of $1,089.8
million, a 15.1% increase compared to revenues of $947.2 million for the prior
year. The Company reported operating income of $2.5 million for the year, after
acquisition-related charges of $27.2 million and $43.3 million of amortization
of fresh-start and acquired intangible assets. This compares to an operating
loss of $66.7 million for the prior year, after acquisition-related charges of
$64.2 million and $32.0 million of amortization of fresh-start and acquired
intangible assets.
Earnings before interest, income taxes, depreciation and amortization ("EBITDA")
were $138.0 million for the year, an increase of 65.3% compared to $83.5 million
for the prior year. EBITDA, which some investors believe to be a meaningful
measure for assessing a company's ability to meet its cash requirements, is
determined by excluding from the net income(loss): acquisition-related charges;
income taxes; interest expense; interest income; depreciation and amortization.
3
<PAGE> 26
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Year ended June 30, 1996 compared to year ended June 30, 1995 (continued)
- -------------------------------------------------------------------------
The increase in fiscal 1996 revenues was due in large part to acquisitions the
Company has made since January 1995. The Bull, Sigma, BISS and Dataserv
acquisitions were accounted for using the purchase method of accounting.
Accordingly, the results of operations of the Company in the accompanying
financial statements include the results of operations of such acquired
companies from the date of acquisition. The Avail acquisition (described below)
was accounted for using the pooling of interests method of accounting.
Accordingly, the Company's historical financial statements have been restated to
reflect the combined results of the Company and Avail since July 1, 1994.
On January 31, 1995, the Company completed a transaction with Compagnie des
Machines Bull and certain of its affiliates (collectively, "Bull") in which the
Company purchased from Bull S.A. its worldwide workflow and imaging business and
from Bull HN Information Systems Inc. its U.S. federal systems subsidiary, its
U.S. customer services business, and its sales and service subsidiaries in
Canada, Mexico, Australia and New Zealand. The Company integrated the acquired
businesses with its existing businesses. Acquisition-related charges of $64.2
million were recorded during the fiscal year ended June 30, 1995.
On July 21, 1995, the Company completed the acquisition of Sigma Imaging
Systems, Inc. ("Sigma") (subsequently renamed Wang Software N.Y., Inc.) for a
purchase price of $20.0 million, consisting of $15.0 million in cash and $5.0
million in stock of the Company. Sigma designs and markets workflow and imaging
software for paper-intensive process applications. These products provide
customers the scaleable, enterprise-wide processing power required for
high-volume, image-enabled transaction processing applications. Sigma's products
are used in some of the largest multi-site imaging and workflow systems in
operation today. Management believes Sigma products running on Microsoft
Corporation's Windows NT operating systems will allow Wang to benefit from
revenue growth opportunities made possible by its alliance with Microsoft
Corporation. Acquisition-related charges of $27.2 million were recorded during
the fiscal year ended June 30, 1996.
On October 18, 1995, the Company acquired BISS Limited ("BISS") for a purchase
price of $16.1 million in cash. BISS operates in the United Kingdom and designs,
installs, integrates and supports network and client/server computing solutions.
This acquisition advanced the Company's objective to be a major worldwide
provider of network integration services.
On December 18, 1995, the Company acquired Avail Systems Corporation ("Avail")
(subsequently renamed Wang Software Storage Management Group, Inc.) for Wang
common stock valued at $32.2 million. Avail develops software which automates
the storage, relocation, archiving and retrieval of information on client/server
PC networks. This acquisition added the next generation of storage management
technology to the Company's workflow and imaging systems. Additionally, the
Company's alliance with Microsoft Corporation has been expanded to include
co-development of storage management products using the Avail technology for
future Microsoft products.
4
<PAGE> 27
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Year ended June 30, 1996 compared to year ended June 30, 1995 (continued)
- -------------------------------------------------------------------------
On May 3, 1996, the Company acquired Dataserv Computer Maintenance, Inc.
("Dataserv") from BellSouth Corporation for $28.5 million in cash. Dataserv
provides customers with computer maintenance and support services for
point-of-sale retail scanners and registers and popular industry-standard
servers and desktop products, as well as application helpdesk and network
integration services. Dataserv services companies in the banking and financial
services, insurance, retail and manufacturing industries.
The Company's plan is to increase its revenue, over time, by increasing sales of
software and related products and services, along with other newer service
offerings. In addition, the Company continues to focus on providing software and
services to the office productivity segment of the information processing
industry, a market where the Company has name recognition and established
technological, professional and marketing expertise. The addition of the Bull
and Dataserv service businesses added a significant portion of multi-vendor
service ("MVS") contracts to the Company's existing MVS revenues. The Company
has directed additional resources to the MVS business with the goal of
continuing to increase this revenue stream in the future. As previously
discussed, the Company acquired I-NET, a network and desktop outsourcing
company. I-NET, with 1995 revenues of $327 million, is focused on network
outsourcing, one of the fastest growing segments of the information technology
services market. These changes in business mix are expected to result in
increased volatility of quarterly revenues.
The Company expects the decline in revenues from traditional sources, including
the acquired Bull proprietary product and service revenue streams (i.e., sales
and service of proprietary VS and GCOS products) to continue during fiscal 1997
at the rate of 20 to 25 percent per annum. As the Company's proprietary revenues
decline, the loss of individual customers may have a significant effect on the
rate of decline from one period to the next.
Product revenues increased 12.2% to $182.3 million in the United States, while
product revenues outside the U.S. decreased by 8.2% from the prior year to
$186.6 million. Proprietary product sales totaled $76.0 million compared to
$75.1 million for the prior year, as a result of a decrease in the Wang
proprietary product revenue, which was partially offset by an increase in Bull
proprietary product revenue due to twelve months of Bull revenue included in
1996 compared to five months of Bull revenue in 1995. Network product and other
product sales totaled $248.3 million compared to $269.3 million for the prior
year as the Company continues to de-emphasize the sale of OEM hardware products.
Open software product revenues for the year more than doubled to $44.6 million
from $21.3 million for the prior year.
Service and other revenues in the United States increased by 39.1% compared to
the prior year to $405.2 million, reflecting the acquisitions of Bull and
Dataserv. Service and other revenues outside the U.S. increased by 8.8% compared
to the prior year to $315.7 million.
5
<PAGE> 28
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Year ended June 30, 1996 compared to year ended June 30, 1995 (continued)
- -------------------------------------------------------------------------
Proprietary services decreased by 1.5% compared to the prior year to $339.8
million as a result of a decrease in the Wang proprietary product services
revenue, which was partially offset by an increase in Bull proprietary services
revenue due to twelve months of Bull revenue included in 1996 compared to five
months of Bull revenue in 1995.
Network services revenue increased 59.4% compared to the prior year to $376.1
million. This increase was mainly due to increased third party maintenance
revenues acquired from Bull, Dataserv and BISS and newer service offerings. Open
software services (i.e., revenue from software maintenance agreements) totaled
$5.1 million compared to $0.8 million for the prior year.
Product gross margin increased to 36.3% from 30.4% in the prior year. This
increase was due to changes in product mix, particularly the increased volume of
open software and the addition of Bull products.
Gross margin for service and other revenues increased slightly to 31.0% from
30.9% in the prior year. The increase in margin was principally the result of
cost reductions attained from the integration-related efforts related to the
acquired Bull businesses. Service margins continue to be negatively affected by
the increase in lower-margin maintenance on multi-vendor service products and
the decline in revenues from the Company's proprietary maintenance contracts
along with competitive and technological pressures. The Company expects these
factors to continue to exert pressure on service margins.
Research and development costs increased by $2.2 million, or 7.0%, over the
prior year, representing 3.1% and 3.3% of revenues in 1996 and 1995,
respectively. The increase is due to the Company's business acquisitions. The
Company's development efforts are largely focused on developing software for
open systems platforms, supplemented with a modest level of spending directed to
continuing support of its proprietary VS products.
Selling, general and administrative expenses increased $20.7 million, or 9.0%,
compared to the prior year, but decreased as a percent of revenue to 23.0%
compared to 24.3% for the prior year. The increased expenses are mainly due to
business acquisitions. Offsetting these increases were acquisition-related
initiatives and restructuring programs which contributed significantly to the
elimination of redundant facilities, personnel, support costs and other related
expenses.
Amortization of fresh-start and acquired intangible assets totaled $43.3 million
compared to $32.0 million for the prior year. Amortization includes $25.6
million related to fresh-start reporting and $17.7 million for intangible assets
established in connection with business acquisitions. For the prior year,
amortization of $26.3 million was related to fresh-start reporting and $5.7
million was related to business acquisitions.
6
<PAGE> 29
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Year ended June 30, 1996 compared to year ended June 30, 1995 (continued)
- -------------------------------------------------------------------------
Interest expense increased to $5.1 million compared to $3.7 million for the
prior year. This increase is principally a result of interest on the acquisition
note payable to Bull. Other income was primarily comprised of interest income,
which totaled $9.1 million and $7.2 million for the years ended June 30, 1996
and 1995, respectively.
The provision for income taxes totaled $11.0 million, which included a non-cash
expense of $10.3 million as a result of the Company's ability to utilize its tax
net operating loss carryforwards. The income tax provision of $3.6 million for
the prior year included $3.4 million of such non-cash expense. The Company has
recorded a net deferred tax asset of $47.6 million at June 30, 1996, of which
$43.4 million was attributable to the expected utilization of tax net operating
loss carryforwards which existed at September 30, 1993, reducing reorganization
value in excess of amounts allocated to identifiable intangible assets. Of the
remainder, $1.7 million was attributable to acquired tax benefits, reducing
goodwill related to the Bull acquisition and $2.5 million was attributable to
the expected utilization of tax net operating loss carryforwards generated
subsequent to September 30, 1993, reducing the provision for income taxes.
Although realization is not assured, management believes that the net deferred
tax asset will be realized. The estimate of future taxable income relates to the
Company's operations outside the U.S. which have, in the past, consistently
generated a level of taxable income similar to the amounts of future taxable
income necessary to realize the net deferred tax asset. In addition, the Company
has tax planning strategies to prevent the tax net operating loss carryforwards
from expiring unused. The amount of the net deferred tax asset considered
realizable, however, could be reduced in the near term if estimates of future
taxable income during the carryforward period are reduced.
At June 30, 1996, the Company employed approximately 7,900 people, compared to
6,900 people at June 30, 1995. The increase in employees as a result of
acquisitions was partially offset by restructuring and integration activities.
Nine months ended June 30, 1994
- -------------------------------
The Company reported revenues of $644.4 million and operating income of $11.6
million for the nine months ended June 30, 1994. Operating income was reduced by
$20.7 million for the amortization of intangible assets established in
connection with fresh-start reporting. Net income for the period was $10.6
million.
EBITDA amounted to $69.1 million for the nine months ended June 30, 1994. EBITDA
was determined by excluding from net income: income taxes; interest expense;
interest income; depreciation and amortization.
Product revenues for the nine months ended June 30, 1994 totaled $128.8 million
in the U.S. and $110.3 million outside the U.S. Product revenues were comprised
of $73.6 million for proprietary product sales, $156.7 million for network
products and other product sales, and $8.8 million for open software product
sales. Product
7
<PAGE> 30
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Nine months ended June 30, 1994 (continued)
- -------------------------------------------
revenues continued to decline as expected due to reductions in the sales of
personal computer products. In addition, rapid technological change
significantly broadened the range of competing products and resulted in the
introduction and acceptance of lower-priced products (such as personal
computers), and a decrease in sales of traditionally higher-margin products
based on proprietary platforms. Sales of the Company's proprietary VS products
remained stable.
Service and other revenues for the nine months ended June 30, 1994 totaled
$180.9 million in the U.S. and $224.4 million outside the U.S. Service and other
revenues were comprised of $262.3 million of services for proprietary products
and $143.0 million of network services and other revenues. Reductions in service
and other revenues continued, primarily due to reduced maintenance revenues on
proprietary VS products, resulting from changes in product mix, competition from
third-party service providers, increased product reliability and decreased
renewals of maintenance contracts on older installed equipment. The reduction in
traditional service revenues was partially offset by new service offerings,
including multi-vendor product support, local area network services and cabling
services.
Revenues for the period included $14.5 million from European sales and service
subsidiaries, which were previously designated as "businesses held for sale" and
excluded from operations. In connection with the Company's Reorganization Plan,
the Company initially determined that it would need to sell or otherwise dispose
of its subsidiaries in Ireland, Italy, Spain and Sweden. This determination was
based on their then-current financial condition and future business projections,
including their ability to generate cash to support their operating activities.
In addition, as a result of the parent company's filing for Chapter 11, the
Company was unable to fund these subsidiaries. For these reasons, the
subsidiaries were classified as businesses held for sale in the Company's
financial statements. However, the Company subsequently restructured and
refocused the business activities of these entities. As a result, these entities
became financially viable and were returned to continuing operations.
Product gross margin was 38.2% for the nine months ended June 30, 1994. Product
gross margin was favorably affected by reduced manufacturing costs, resulting
from restructuring actions taken to reduce manufacturing capacity.
Gross margin for service and other revenues was 35.8% for the period. Service
gross margin was adversely affected by the revenue decreases and competitive
conditions previously noted, but these margin decreases were partially offset by
personnel and facilities cost reductions.
Research and development costs totaled $29.7 million, or 4.6% of revenues, for
the period. The Company refocused and streamlined its development program to
support its business strategy of developing software for open systems platforms,
including IBM, Hewlett-Packard, Sun Microsystems, Microsoft and Novell,
primarily for their workflow and imaging products. In addition, the Company
continued to support its proprietary VS products.
8
<PAGE> 31
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Nine months ended June 30, 1994 (continued)
- -------------------------------
Selling, general and administrative expenses totaled $174.6 million, or 27.1% of
revenues, for the period. Selling, general and administrative expenses continued
to decline as a result of restructuring programs implemented in connection with
the Company's Reorganization Plan, including depreciable asset write-downs,
workforce reductions, and the disposal or abandonment of certain sales and
manufacturing facilities.
Interest expense totaled $3.5 million for the nine months ended June 30, 1994,
and was primarily due to short-term debt at non-U.S. locations and fees incurred
on the Company's financing arrangement with Congress Financial Corporation.
Other income primarily included interest income and equity income of
unconsolidated subsidiaries. Interest income totaled $5.1 million for the nine
months ended June 30, 1994, and resulted primarily from investments in
marketable securities and time deposits. Equity income totaled $2.9 million for
the nine months ended June 30, 1994, and resulted from the Company's 49%
investment in its Taiwan sales and marketing subsidiary and its 30% investment
in its New Zealand subsidiary.
The provision for income taxes of $9.8 million for the period included $7.2
million of non-cash expense relating to the utilization of the Company's tax net
operating loss carryforwards. Realization of these tax net operating loss
carryforwards has been recognized as a reduction of Reorganization value in
excess of amounts allocated to identifiable intangible assets.
At June 30, 1994, the Company employed approximately 5,300 people in continuing
operations.
Three months ended September 30, 1993 compared to three months
- --------------------------------------------------------------
ended September 30, 1992
- ------------------------
The Company reported operating income of $12.4 million for the three months
ended September 30, 1993, compared to an operating loss of $23.2 million for the
same period of the prior year. After recognition of a $329.3 million gain on
debt discharge and a $193.6 million adjustment to increase historical cost of
the assets and liabilities of the Company to fair value, in connection with the
adoption of fresh-start reporting, the Company reported net income of $499.9
million compared to a net loss of $66.6 million for the same period of the prior
year.
Total revenues for the three months ended September 30, 1993 were as expected.
These revenues reflected fundamental changes in the Company's business and
operational structure as contemplated by its new business plan. Revenues for the
three months ended September 30, 1993 decreased $149.1 million, or 41.4%,
compared to the same period of the prior year. Net product sales decreased
53.1%, while service and other revenues decreased by 34.3%, compared to the same
period of the prior year.
9
<PAGE> 32
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended September 30, 1993 compared to three months ended September
- ------------------------------------------------------------------------------
30, 1992 (continued)
- --------
EBITDA amounted to $24.8 million for the three months ended September 30, 1993
(prior to reorganization expenses, including restructuring items of $34.9
million, a fresh-start reporting adjustment of $193.6 million and a gain on debt
discharge of $329.3 million) and $7.5 million for the three months ended
September 30, 1992 (prior to reorganization expenses, including restructuring
items of $28.0 million).
Revenues in the U.S. decreased by 33.7% to $109.0 million, while non-U.S.
revenues decreased by 47.9% to $101.9 million. Net product sales in the United
States decreased by 42.2%, while outside of the U.S. there was a decline of
62.0%, compared to the same period of the prior year. Most of the decrease in
product sales was due to reductions in the sales of personal computers, while
the remainder was primarily due to lower VS revenues. Revenues were negatively
affected by intense competitive and technological pressures in the computer
industry (particularly hardware sales), resulting in overcapacity and aggressive
pricing. In addition, rapid technological change significantly broadened the
range of competing products and resulted in the introduction and acceptance of
lower priced products (such as personal computers) and a decrease in sales of
traditionally higher-margin products based on proprietary technology. The
decline in revenues was generally consistent throughout all geographic segments
in which the Company operates.
Service and other revenues in the U.S. declined 28.5%, while outside of the
U.S., there was a decline of 39.4%, compared to the same period of the prior
year. Reduced service and other revenues occurred primarily due to reduced
product sales, changes in product mix, competition from third-party service
providers, increased product reliability, and decreased renewals of maintenance
contracts on older installed equipment. Maintenance revenues accounted for the
majority of the decrease in service and other revenues. The reduction in
traditional service revenues was partially offset by new service offerings,
including multi-vendor product support, local area network services and cabling
services.
Product gross margin increased to 37.4% from 27.4% in the comparable period of
the prior year. The increase was due primarily to reduced manufacturing costs,
resulting from actions taken to reduce manufacturing capacity.
Gross margin for service and other revenues was 40.8%, as compared to 46.6% for
the same period of the prior year. The Company reclassified, effective with the
quarter ended September 30, 1993, certain amounts to "Cost of service and other"
which were previously included in "Selling, general and administrative
expenses." The result of this reclassification was to increase Cost of service
and other by $13.5 million, compared with amounts originally reported for the
three months ended September 30, 1993. Information was not available to make
this reclassification for any periods prior to the three months ended September
30, 1993, and, accordingly, 1993 gross margin is not comparable to 1994 gross
margin. This reclassification accounted for the majority of the decrease in
gross margin from 1993 to 1994. Service gross margins were also adversely
affected by revenue decreases and competitive conditions previously noted.
Margin decreases were partially offset by non-recurring income of approximately
$5 million from settlements resulting from license agreements for single in-line
memory modules ("SIMMs") licensing agreements and restructuring-related actions
to reduce personnel and facilities costs.
10
<PAGE> 33
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended September 30, 1993 compared to three months ended September
- ------------------------------------------------------------------------------
30, 1992 (continued)
- --------
Research and development costs decreased by $13.9 million, or 58.2%,
representing 4.7% and 6.6% of revenues for the periods ending September 30, 1993
and 1992, respectively. The decrease was expected as the Company focused
development efforts primarily on software for open systems platforms including
IBM, Hewlett-Packard, Sun Microsystems, Microsoft and Novell.
Selling, general and administrative expenses decreased $79.3 million, or 56.3%,
from the prior year comparable quarter. Due to the reclassification noted above,
selling, general and administrative expenses for the three months ended
September 30, 1993 are not comparable to the three months ended September 30,
1992. Selling, general and administrative expenses decreased due to
implementation of restructuring programs that eliminated unnecessary or
redundant programs, personnel, facilities costs and other related expenses.
Interest expense decreased by $6.4 million to $1.2 million, an 84.2% decrease
compared to the same period of the prior year. This decrease was primarily due
to the elimination of interest on unsecured pre-Chapter 11 debt obligations.
Interest expense would have been $5.7 million higher for the three months ended
September 30, 1993, if the Company had continued to accrue interest on unsecured
pre-Chapter 11 debt obligations. Other income included, primarily, interest and
other income, foreign currency gains (losses) and income from minority
shareholder interests.
Interest income totaled $0.9 million and $1.3 million for the three months ended
September 30, 1993 and 1992, respectively. Interest income resulted primarily
from investments in marketable securities and time deposits. Minority interest
totaled $0.6 million for the three months ended September 30, 1992. There was no
income from interest in minority shareholders for the three months ended
September 30, 1993, as a result of the sale of the Company's remaining 70%
interest in its Taiwan manufacturing subsidiary in March 1993. Foreign currency
exchange resulted in a $0.3 million gain and a $3.7 million loss for the three
months ended September 30, 1993 and 1992, respectively.
The provision for income taxes principally related to income from non-U.S.
operations. Taxes arose from earnings in certain foreign subsidiary countries
that could not be offset by tax benefits in the foreign subsidiaries with
losses, and certain other taxes that applied regardless of earnings levels.
Reorganization expenses of $34.9 million for the three months ended September
30, 1993, consisted primarily of $10.9 million of professional fees, a
fresh-start adjustment of $18.8 million to accrue for amounts expected to be
paid through the completion of all Chapter 11-related matters and $8.2 million
of restructuring charges to increase accruals to the amounts necessary to
complete additional restructuring measures primarily at locations outside of the
U.S. Reorganization expenses totaling $28.0 million for the comparable quarter
of the prior year consisted primarily of professional fees and a $19.5 million
foreign exchange loss relating to the exposed portion of the Company's
pre-petition Swiss franc-denominated bonds, which was due to the strengthening
of the Swiss franc against the U.S. dollar in the first quarter. Restructuring
initiatives in 1993 and 1994 resulted in annual savings of approximately $160
million for the twelve months ended
11
<PAGE> 34
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended September 30, 1993 compared to three months ended September
- ------------------------------------------------------------------------------
30, 1992 (continued)
- --------
June 30, 1994. The reduction in employees from 11,285 at September 30, 1992 to
6,405 at September 30, 1993 was primarily attributable to the restructuring
initiatives.
The gain on debt discharge of $329.3 million and the fresh-start reporting
adjustment of $193.6 million for the three months ended September 30, 1993, were
the result of recording the effects of the Reorganization Plan.
Liquidity and Sources of Capital
- --------------------------------
On February 27, 1996, the Company received $138.3 million, net of $5.5 million
issuance costs, from the private placement of 143,750 shares of 6 1/2% Series B
Cumulative Convertible Preferred Stock (the "Series B Preferred Stock"). Cash
dividends on the Series B Preferred Stock are cumulative at the rate of $65.00
per annum per share and are payable quarterly in arrears.
The Company's 11% Exchangeable Preferred Stock (the "Exchangeable Preferred
Stock") was repurchased at the liquidation preference value and retired using
$72.9 million of the proceeds from the sale of the Series B Preferred Stock. The
retirement of the Exchangeable Preferred Stock included a one-time special
dividend of $8.8 million reflecting the difference between the repurchase value
and the carrying value of the securities. The remainder of the proceeds from
the issuance of the Series B Preferred Stock was used for acquisitions and
general corporate purposes.
Cash and equivalents decreased $7.1 million to $175.3 million between June 30,
1995 and June 30, 1996, primarily due to restructuring, reorganization and
acquisition-related items and cash used for acquisitions. The decrease in cash
and equivalents from these activities was partially offset by the proceeds from
the issuance of the Series B Preferred Stock, net of the cash used to retire the
Exchangeable Preferred Stock. This compares to a $7.2 million decrease in the
prior year, primarily due to cash used for the Bull acquisition, which was
partially offset by $84.0 million generated from the issuance of the 4 1/2%
Series A Cumulative Convertible Preferred Stock (the "Series A Preferred
Stock") to Microsoft Corporation.
Cash provided by operations before restructuring and reorganization-related
items of $75.2 million, less cash used for restructuring and
reorganization-related items of $15.2 million, resulted in net cash provided by
operations of $60.0 million for the year ended June 30, 1996. This compares to
cash provided by operations before restructuring and reorganization-related
items of $85.1 million, less cash used for restructuring and
reorganization-related items of $57.8 million, resulting in net cash provided by
operations of $27.3 million for the year ended June 30, 1995. Cash provided by
operations before restructuring payments and reorganization-related items for
the years ended June 30, 1996 and 1995 includes $34.2 million and $20.3 million,
respectively, for payments of acquisition-related charges.
Lower levels of receivables, net of acquired receivables, generated $4.5 million
and $49.5 million of cash in the years ended June 30, 1996 and 1995,
respectively.
12
<PAGE> 35
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Sources of Capital (continued)
- --------------------------------
Lower accounts payable and other current liabilities, net of acquired accounts
payable and other current liabilities, used $48.3 million and $40.3 million of
cash for the years ended June 30, 1996 and 1995, respectively. The liability
reductions primarily relate to a decrease in deferred service revenue caused by
the decline in proprietary maintenance contracts which usually are of a longer
term nature and require cash prepayments and to a shift to more service related
business from product related business.
Net cash used in investing activities totaled $121.9 million for the year ended
June 30, 1996, compared to $130.3 million for the prior year. Net cash used for
business acquisitions, net of cash acquired, totaled $65.5 million and $109.6
million for the years ended June 30, 1996 and 1995, respectively, and relate to
the acquisitions of Sigma, BISS, and Dataserv and an investment in I-NET in the
current year and primarily to Bull in the prior year. Investment in depreciable
assets increased by $11.0 million, primarily due to the acquisition of the Bull
businesses. Proceeds from the sale of assets for the year ended June 30, 1996
include $4.0 million from the sale of the Company's facility in Culembourg,
Netherlands and $1.0 million from the sale of a parcel of land in Massachusetts.
Proceeds from the sale of assets for the year ended June 30, 1995 included $13.4
million received from the sale of the Company's remaining 49% interest in WICL,
Inc., the Company's Taiwan sales and marketing subsidiary and $8.2 million from
the sale of the Company's facility in Rydalmere, Australia.
Net cash provided by financing activities totaled $55.2 million in the year
ended June 30, 1996, compared to $90.3 million in the prior year. Net cash
proceeds of $138.3 million were received from the issuance of the Series B
Preferred Stock, offset by the cash payment of $72.9 million to retire the
Exchangeable Preferred Stock.
In the year ended June 30, 1995, Microsoft Corporation invested $84.0 million in
the Company through the purchase of $90.0 million face amount of Series A
Preferred Stock, as part of a multi-year technical, service and marketing
agreement. Proceeds of $5.2 million and $2.3 million for the years ended June
30, 1996 and 1995, respectively, were received from the sale of common stock.
Cash dividends of $8.3 million were paid on the Company's preferred stock for
the year ended June 30, 1996, excluding the $8.8 million one-time special
dividend recorded in connection with the retirement of the Exchangeable
Preferred Stock.
Cash dividends of $17.1 million were paid for the year ended June 30, 1996,
including the one-time special dividend, which represents the difference between
the repurchase value and the carrying value of the Exchangeable Preferred Stock.
At June 30, 1996, in addition to the cash on hand, the Company had available to
it the unused portion of the BT Commercial Corporation ("BTCC") financing
arrangement, providing for borrowings and/or the issuance of additional letters
of credit of up to $64.9 million. As previously discussed, on August 29, 1996
the Company entered into a three-year amended and restated credit facility which
provides for borrowings and/or the issuance of letters of credit of up to $225.0
million.
13
<PAGE> 36
WANG LABORATORIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Sources of Capital (continued)
- --------------------------------
The Company believes that existing cash balances, cash generated from
operations, and borrowing availability under the BTCC facility, as amended on
August 29, 1996, will be sufficient to meet the Company's cash requirements for
operations for the next twelve months, and to complete the planned
acquisition-related and restructuring efforts totaling approximately $31
million. As part of furthering its business strategy, the Company explores the
acquisition of, or the opportunity for, strategic relationships with other
businesses on an on-going basis. One or more of these opportunities could have
an impact on the Company's liquidity through the use of cash or the issuance of
debt, or result in the issuance of additional equity securities of the Company.
As a result of the acquisition of I-NET, the Company expects to be in a net
borrowing position over the near term.
14
<PAGE> 37
EXHIBIT C
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Wang Laboratories, Inc.
We have audited the accompanying consolidated balance sheets of Wang
Laboratories, Inc. and subsidiaries (the "Company") as of June 30, 1996 and
1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended June 30, 1996 and 1995, the nine
months ended June 30, 1994, and the three months ended September 30, 1993. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note J to the consolidated financial statements, the Company's
reorganization plan was confirmed by the United States Bankruptcy Court on
September 21, 1993 and became effective on September 30, 1993. In accordance
with the American Institute of Certified Public Accountants Statement of
Position No. 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code," the Company was required to account for the reorganization
using "Fresh-Start Reporting." Accordingly, all consolidated financial
statements prior to September 30, 1993, are not comparable to the consolidated
financial statements for periods after the implementation of fresh-start
reporting.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Wang
Laboratories, Inc. and subsidiaries at June 30, 1996 and 1995, and the
consolidated results of their operations and their cash flows for the years
ended June 30, 1996 and 1995, the nine months ended June 30, 1994, and the three
months ended September 30, 1993, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
Ernst & Young LLP
Boston, Massachusetts
July 24, 1996, except for Note L as to which the date is
August 29, 1996
15
<PAGE> 38
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Operations
<CAPTION>
(Dollars in millions except per share data) Predecessor
Company
------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- -------------
<S> <C> <C> <C> <C>
Revenues
Product sales $ 368.9 $ 365.7 $239.1 | $ 64.1
Service and other 720.9 581.5 405.3 | 146.8
-------- -------- ------ | -------
Total revenues 1,089.8 947.2 644.4 | 210.9
|
Costs and expenses |
Cost of product sales 235.0 254.4 147.7 | 40.1
Cost of service and other 497.4 401.8 260.1 | 86.9
Research and development 33.7 31.5 29.7 | 10.0
Selling, general and administrative 250.7 230.0 174.6 | 61.5
Amortization of intangibles - acquisition |
and fresh-start 43.3 32.0 20.7 | --
Acquisition-related charges 27.2 64.2 -- | --
-------- -------- ------ | -------
Total costs and expenses 1,087.3 1,013.9 632.8 | 198.5
-------- -------- ------ | -------
|
|
Operating income (loss) 2.5 (66.7) 11.6 | 12.4
|
Other (income) expense |
Interest expense 5.1 3.7 3.5 | 1.2
Other income - net (13.0) (12.7) (12.3) | (1.1)
-------- -------- ------ | -------
Total other (income) expense (7.9) (9.0) (8.8) | 0.1
-------- -------- ------ | -------
|
INCOME (LOSS) |
BEFORE REORGANIZATION |
EXPENSES, INCOME TAXES, FRESH- |
START REPORTING ADJUSTMENT |
AND EXTRAORDINARY ITEM 10.4 (57.7) 20.4 | 12.3
|
Reorganization expenses, including |
restructuring items -- -- -- | 34.9
-------- -------- ------ | -------
|
INCOME (LOSS) |
BEFORE INCOME TAXES, |
FRESH-START REPORTING ADJUSTMENT |
AND EXTRAORDINARY ITEM 10.4 (57.7) 20.4 | (22.6)
Provision for income taxes 11.0 3.6 9.8 | 0.4
-------- -------- ------- | -------
|
INCOME (LOSS) |
BEFORE FRESH-START REPORTING |
ADJUSTMENT AND EXTRAORDINARY ITEM (0.6) (61.3) 10.6 | (23.0)
</TABLE>
(CONTINUED ON NEXT PAGE)
16
<PAGE> 39
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Operations (Continued)
<CAPTION>
(Dollars in millions except per share data)
Predecessor
Company
-------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- -------------
<S> <C> <C> <C> <C>
Fresh-start reporting adjustment -- -- -- | 193.6
Gain on debt discharge -- -- -- | 329.3
------ ------ ----- | ------
|
NET INCOME (LOSS) (0.6) (61.3) 10.6 | 499.9
|
Dividends and accretion on |
preferred stock (22.6) (8.7) (4.2) | --
------ ------ ----- | ------
|
NET INCOME (LOSS) APPLICABLE TO |
COMMON STOCKHOLDERS $(23.2) $(70.0) $ 6.4 | $499.9
====== ====== ===== | ======
|
WEIGHTED AVERAGE SHARES AND COMMON |
SHARE EQUIVALENTS OUTSTANDING |
(In millions) 36.3 34.2 32.7 | *
|
NET INCOME (LOSS) PER SHARE $(0.64) $(2.04) $0.20 | *
====== ====== ===== | ======
<FN>
* Per share data is not presented for the period ended September 30, 1993,
the Confirmation Date of the Company's Reorganization Plan, due to the
general lack of comparability as a result of the revised capital structure
of the Company.
</TABLE>
See notes to the consolidated financial statements.
17
<PAGE> 40
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Consolidated Balance Sheets
<CAPTION>
June 30,
--------------------
(Dollars in millions) 1996 1995
------ -----
<S> <C> <C>
Assets
Current assets
Cash and equivalents $175.3 $182.4
Accounts receivable, net 194.1 182.5
Inventories 19.9 24.4
Other current assets 48.7 37.2
------ ------
Total current assets 438.0 426.5
Depreciable assets, net 137.3 134.4
Intangible assets, net 211.2 274.0
Other 77.6 25.8
------ ------
Total assets $864.1 $860.7
====== ======
Liabilities and stockholders' equity
Current liabilities
Borrowings due within one year $ 21.9 $ 3.0
Accounts payable, accrued expenses
and other 257.6 286.5
Deferred service revenue 75.7 93.3
------ ------
Total current liabilities 355.2 382.8
Long-term liabilities
Debt -- 23.0
Other liabilities 77.4 89.8
------ ------
Total long-term liabilities 77.4 112.8
Series A preferred stock 84.8 84.1
Exchangeable preferred stock -- 61.5
Stockholders' equity
Series B preferred stock,
$0.01 par value, 143,750 shares
authorized and outstanding,
liquidation preference of $143.8 million 138.3 --
Common stock, $0.01 par value, 100,000,000
shares authorized; 36,302,737 and 35,698,730
shares outstanding, respectively 0.4 0.3
Capital in excess of par value 268.6 281.1
Cumulative translation adjustment (0.8) (0.5)
Accumulated deficit (59.8) (61.4)
------ ------
Total stockholders' equity 346.7 219.5
------ ------
Total liabilities and stockholders'
equity $864.1 $860.7
====== ======
</TABLE>
See notes to the consolidated financial statements.
18
<PAGE> 41
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Cash Flows
<CAPTION>
(Dollars in millions)
Predecessor
Company
------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- -------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (0.6) $ (61.3) $ 10.6 | $ 499.9
Depreciation 55.6 43.0 27.7 | 11.6
Amortization 48.7 37.5 22.4 | 0.8
Gain on asset sales (2.3) (1.6) -- | --
Non-cash provision for income taxes 10.3 3.4 7.2 | --
Provision for acquisition-related charges 27.2 64.2 -- | --
Payments of acquisition-related charges (34.2) (20.3) -- | --
|
Fresh-start reporting adjustment -- -- -- | (193.6)
Extraordinary gain on debt discharge -- -- -- | (329.3)
Reorganization provisions -- -- -- | 30.1
Foreign exchange adjustment -- -- -- | (7.4)
|
Changes in other accounts affecting operations |
Accounts receivable 4.5 49.5 15.8 | 13.5
Inventories 7.1 11.9 8.5 | 8.3
Other current assets 4.2 (0.5) 15.1 | 4.8
Accounts payable and other current |
liabilities (48.3) (40.3) 0.6 | (4.4)
Other 3.0 (0.4) 9.2 | 0.5
------- ------- ------ | -------
Net changes in other accounts affecting operations (29.5) 20.2 49.2 | 22.7
------- ------- ------ | -------
Net cash provided by operations |
before restructuring payments and |
reorganization-related items 75.2 85.1 117.1 | 34.8
Restructuring payments and reorganization- |
related items (15.2) (57.8) (83.4) | (25.7)
------- ------- ------ | -------
Net cash provided by operations 60.0 27.3 33.7 | 9.1
------- ------- ------ | -------
INVESTING ACTIVITIES |
Investment in depreciable assets (46.1) (35.1) (15.1) | (4.6)
Investment in capitalized software (3.4) (5.9) (2.6) | (1.3)
Proceeds from asset sales 5.0 26.4 11.2 | 4.7
Business acquisitions, net of cash acquired (65.5) (109.6) (3.4) | --
Other (11.9) (6.1) (5.4) | 0.3
------- ------- ------ | -------
Net cash used in investing activities (121.9) (130.3) (15.3) | (0.9)
------- ------- ------ | -------
</TABLE>
(CONTINUED ON NEXT PAGE)
19
<PAGE> 42
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Cash Flows (Continued)
<CAPTION>
(Dollars in millions)
Predecessor
Company
-------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- -------------
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES
Proceeds from long-term debt -- 1.1 -- | 2.0
Payments of long-term debt (3.8) (1.8) (2.8) | (1.6)
Net increase (decrease) in short-term |
borrowings (2.5) 0.9 1.7 | (30.7)
Proceeds from sale of preferred stock 138.3 84.0 49.0 | --
Retirement of preferred stock (72.9) -- -- | --
Proceeds from sale of common stock 5.2 2.3 11.0 | --
Dividends paid on preferred stock (8.3) -- -- | --
Other (0.8) 3.8 -- | --
------ ------ ------ | ------
Net cash provided by (used in) |
financing activities 55.2 90.3 58.9 | (30.3)
------ ------ ------ | ------
Effect of changes in foreign |
exchange rates on cash (0.4) 5.5 3.0 | (3.7)
------ ------ ------ | ------
INCREASE (DECREASE) IN CASH |
AND EQUIVALENTS (7.1) (7.2) 80.3 | (25.8)
CASH AND EQUIVALENTS AT BEGINNING |
OF PERIOD 182.4 189.6 109.3 | 135.1
------ ------ ------ | ------
CASH AND EQUIVALENTS AT END OF PERIOD $175.3 $182.4 $189.6 | $109.3
====== ====== ====== | ======
</TABLE>
See notes to the consolidated financial statements.
20
<PAGE> 43
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Stockholders' Equity
<CAPTION>
Retained
Convertible New Class B Class C Capital in Cumulative Earnings
Preferred Common Common Common Excess of Translation (Accumulated
(Dollars in millions) Stock Stock Stock Stock Par Value Adjustment Deficit) Total
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance June 30, 1993 -- -- $ 81.0 $ 2.9 $ 977.5 $(84.4) $(1,478.4) $(501.4)
Net income 499.9 499.9
Stock plans 0.2 0.2
Repurchase of
common stock
(40,626 Class B shares) (0.2) (0.2)
Currency translation 1.4 1.4
Fresh-start reporting
adjustments (80.8) (2.9) (977.7) 83.0 978.4 --
Issuance of new
common stock
(30,316,500 shares) 0.3 243.6 243.9
Other 0.1 0.1
-- --- ------ ----- ------- ------ --------- -------
Balance
September 30, 1993 -
Reorganized Company -- 0.3 -- -- 243.6 -- -- 243.9
Net income 10.6 10.6
Stock issued in private
financing (1,500,000
shares) 10.8 10.8
Stock grants (163,266
shares) 1.2 1.2
Dividends and
accretion on preferred
stock (1.8) (2.4) (4.2)
Currency translation 3.0 3.0
Other (1.1) (1.1)
-- --- ------ ----- ------- ------ --------- -------
Balance June 30, 1994 -- 0.3 -- -- 253.8 3.0 7.1 264.2
</TABLE>
(CONTINUED ON NEXT PAGE)
21
<PAGE> 44
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Stockholders' Equity (Continued)
<CAPTION>
Retained
Convertible New Class B Class C Capital in Cumulative Earnings
Preferred Common Common Common Excess of Translation (Accumulated
(Dollars in millions) Stock Stock Stock Stock Par Value Adjustment Deficit) Total
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance June 30, 1994 -- 0.3 -- -- 253.8 3.0 7.1 264.2
Effect of pooling of
interests -
business combination 7.7 (4.1) 3.6
(1,790,971 shares)
Net loss (61.3) (61.3)
Stock issued in business
acquisition (1,650,000 22.9 22.9
shares)
Stock plans (277,993 2.3 2.3
shares)
Dividends and accretion on
preferred stock (5.6) (3.1) (8.7)
Currency translation (3.5) (3.5)
------ ---- --- --- ------ ----- ------ ------
Balance June 30, 1995 0.3 -- -- 281.1 (0.5) (61.4) 219.5
Net loss (0.6) (0.6)
Stock to be issued in
business acquisition 5.0 5.0
Stock plans (604,007 0.1 5.1 5.2
shares)
Dividends and accretion on
preferred stock (22.6) (22.6)
Issuance of cumulative
convertible preferred
stock, 138.3 138.3
net of issuance costs
Currency translation (0.3) (0.3)
Other 2.2 2.2
------ ---- --- --- ------ ----- ------ ------
Balance June 30, 1996 $138.3 $0.4 $-- $-- $268.6 $(0.8) $(59.8) $346.7
====== ==== === === ====== ===== ====== ======
</TABLE>
See notes to the consolidated financial statements.
22
<PAGE> 45
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: On August 18, 1992, Wang Laboratories, Inc., the
Company's predecessor Massachusetts corporation, filed a petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. On September 30,
1993 (the "Confirmation Date"), a formal confirmation order by the U.S.
Bankruptcy Court for the District of Massachusetts with respect to the Company's
plan of reorganization became effective. At that time, the Company effectively
emerged from bankruptcy and terminated its debtor-in-possession status, subject
only to compliance with the terms of the Reorganization Plan.
The financial statements for the years ended June 30, 1996 and 1995 have been
restated to include the financial statements of Avail Systems Corporation
("Avail"), which was acquired on December 18, 1995, and accounted for using the
pooling of interests method. The effect of the Avail acquisition on the
Company's financial statements was immaterial prior to July 1, 1994.
Accordingly, prior period financial statements have only been restated from July
1, 1994 to reflect the combined results of the pooled businesses.
Certain amounts in previously issued financial statements have been reclassified
to conform to current presentations.
ESTIMATES: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include collectibility of accounts
receivable, recoverability of depreciable assets, intangibles and deferred tax
assets and the adequacy of restructuring and acquisition and integration
reserves. Although the Company regularly assesses these estimates, actual
results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of the Company and all subsidiaries. All significant intercompany
accounts and transactions are eliminated. Investments in affiliated companies,
owned more than 20% but not in excess of 50%, are recorded on the equity method.
CASH AND EQUIVALENTS: Cash and equivalents include time deposits, certificates
of deposit and repurchase agreements with original maturities of three months or
less. Also included is restricted cash, totaling $17.8 million and $14.4 million
at June 30, 1996 and 1995, respectively. Restrictions relate primarily to
statutory reserves for the Company's insurance subsidiaries.
CURRENCY TRANSLATION: For most non-U.S. subsidiaries, which operate in a local
currency environment, assets and liabilities are translated at period-end
exchange rates, and income statement items are translated at the average
exchange rates for the period. Translation adjustments are reported in a
separate component of stockholders' equity, which also includes exchange gains
and losses on certain intercompany balances of a long-term investment nature.
For those non-U.S. subsidiaries operating in U.S. dollars or in a highly
inflationary economy, net nonmonetary assets are translated at historical
exchange rates, and net monetary assets are translated at current exchange
rates. Translation adjustments are included in the determination of income.
23
<PAGE> 46
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A (Continued)
CONCENTRATION OF CREDIT RISK: Financial instruments that potentially subject the
Company to concentration of credit risk consist primarily of temporary cash
investments and trade receivables. The Company restricts investment of temporary
cash investments to financial institutions with investment grade credit ratings.
Credit risk on trade receivables is minimized as a result of the large and
diverse nature of the Company's worldwide customer base. Trade receivables
included $52.1 million and $53.5 million at June 30, 1996 and 1995,
respectively, due from the U.S. government and its agencies.
FORWARD EXCHANGE CONTRACTS: The Company enters into forward exchange contracts
as a hedge against certain intercompany balances denominated in foreign
currency. These financial instruments are designed to minimize exposure and
reduce risk from exchange rate fluctuations in the regular course of business.
Market value gains and losses are included in income as incurred and offset
gains and losses on foreign currency assets or liabilities that are hedged.
INVENTORIES: Inventories are stated at the lower of first-in first-out, cost or
market.
CAPITALIZED SOFTWARE COSTS: Certain costs of internally developed software to be
sold, leased, or otherwise marketed are capitalized upon reaching technological
feasibility and amortized over the economic useful life of the software product,
which is generally three to seven years. Unamortized capitalized software costs
were $22.7 million and $31.1 million at June 30, 1996 and 1995, respectively.
The June 30, 1996 and 1995 amounts include $16.5 million and $24.7 million,
respectively, of capitalized software recorded as part of fresh-start reporting.
Amortization of capitalized software totaled $6.1 million, $6.9 million and $5.1
million for the years ended June 30, 1996 and 1995 and the nine months ended
June 30, 1994, respectively, including $3.8 million, $4.7 million and $3.5
million related to fresh-start reporting.
INTANGIBLE ASSETS: Intangible assets, including those identified as a result of
fresh-start reporting and purchase accounting, and the related depreciable lives
are as follows:
Trademarks and patents 15 years
Computer software 3-7 years
Installed base - service 5-8 years
License agreements 3-5 years
Assembled workforce 7-10 years
Goodwill 15 years
Reorganization value in excess of
amounts allocated to identifiable
intangible assets 15 years
The Company periodically evaluates the carrying value of intangible assets to
determine if impairment exists based upon estimated undiscounted future cash
flows. The impairment, if any, is measured by the difference between carrying
value and estimated fair value and is charged to expense in the period
identified.
24
<PAGE> 47
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A (Continued)
Trademarks and patents include legal costs related to successfully defending
certain patents, and expenditures to maintain licenses and register new patents.
The capitalized costs of patent defense are charged to expense in the period in
which the patent defense is determined to be unsuccessful or the capitalized
amount has no future value.
DEPRECIABLE ASSETS: Property, plant and equipment, and spare parts and rental
equipment are stated at cost less accumulated depreciation. Depreciation is
computed principally by use of the straight-line method.
As a result of the confirmation of its Reorganization Plan, the Company adopted
fresh-start reporting and, accordingly, all depreciable assets were restated to
fair value. Consequently, as of September 30, 1993, all accumulated depreciation
balances were eliminated.
Depreciable lives are summarized as follows:
Buildings and improvements 5 - 40 years
Machinery and equipment 3 - 10 years
Spare parts and rental equipment 3 - 5 years
REVENUE RECOGNITION: Hardware revenues are recognized at time of shipment,
provided collection is probable and there are no significant post-contract
support obligations. Software revenues are generally recognized upon delivery,
provided that collection is probable and no significant post-contract support
obligations exist. If significant post-contract support obligations exist, then
revenue is recognized over the period of such support arrangements. Revenues
from services are recognized ratably over the contract period or as services are
performed. Revenues from royalty agreements are recognized as earned over the
contract term. Deferred revenue is recorded to the extent that billings exceed
revenue recognized under service contracts and contracts accounted for under the
percentage-of-completion method.
INCOME TAXES: The Predecessor Company adopted Statement of Financial Accounting
Standards 109, "Accounting for Income Taxes" ("SFAS 109") during the three
months ended September 30, 1993. Under SFAS 109, deferred taxes are computed
based on the differences between the bases of assets and liabilities for tax
purposes, and their corresponding bases for financial reporting purposes. The
Predecessor Company elected to adopt SFAS 109 prospectively in 1994, and, as a
result, prior periods have not been restated. The cumulative effect of this
change in accounting was not material to the reported results of operations.
The Company does not provide for U.S. federal income taxes on the undistributed
earnings of its foreign subsidiaries since it intends to permanently reinvest
these earnings in the growth of the business outside of the United States.
25
<PAGE> 48
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A (Continued)
EARNINGS PER SHARE: Earnings per share are based on the weighted average number
of common shares, including those yet to be distributed by the Disbursing Agent
appointed under the Company's Reorganization Plan, shares to be distributed in
connection with the Sigma acquisition, shares issued and held in escrow in
connection with the Avail acquisition and the effect, when dilutive, of stock
options and warrants. Weighted average shares and common share equivalents
totaled 36,306,461 for the year ended June 30, 1996, 34,232,814 for the year
ended June 30, 1995 and 32,680,250 for the nine months ended June 30, 1994. Net
income for purposes of calculating earnings per share has been reduced by
cumulative dividends and accretion related to the Company's preferred stock.
Cumulative dividends totaled $22.6 million for the year ended June 30, 1996,
$8.7 million for the year ended June 30, 1995 and $4.2 million for the nine
months ended June 30, 1994.
POSTRETIREMENT BENEFITS: U.S. employees, exclusive of certain employees that are
covered by defined contribution plans of acquired businesses, are included in
the Wang Retirement Savings Plan. The Wang Retirement Savings Plan provides that
the Company will make a basic annual contribution equal to 2%, 3%, or 4% of an
employee's pay, based on length of service, with an additional transition
contribution of 1% or 2% for employees who were 55 or older as of June 30, 1992.
In addition, the Company will match employees' voluntary contributions to the
plan in an amount equal to 50% of the first 4% of an employee's pay contributed
to the plan. The Company may make an additional contribution based on its
operating income as a percentage of revenue each year. This additional
contribution is a percentage of the basic contribution that the Company makes,
and ranges from 15% of the basic contribution for operating income that is 4% of
revenue, to 100% of the basic contribution for operating income that is 9% or
more of revenue. No additional contribution was made by the Company for either
of the years ended June 30, 1996 and 1995, or for the nine months ended June 30,
1994.
Non-U.S. employees are covered by defined contribution and/or defined benefit
pension plans in several countries, in accordance with applicable government
regulations and local practices.
Certain postretirement health care and life insurance benefits are provided for
current U.S. and non-U.S. retirees and employees.
RECENT ACCOUNTING PRONOUNCEMENTS: In March 1995, Statement of Financial
Accounting Standards 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," ("SFAS 121") was issued. SFAS 121
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. SFAS 121 also addresses the accounting for long-lived assets
that are expected to be disposed. The Company will adopt SFAS 121 in the first
quarter of 1997. The effect of adoption is not expected to have a material
impact on the Company's financial position or results of operations.
In October 1995, Statement of Financial Accounting Standards 123, "Accounting
for Stock-Based Compensation," ("SFAS 123") was issued. The Company has
performed a review of SFAS 123, and at this point, as permitted by SFAS 123, has
elected to follow Accounting Principles Board Opinion 25, "Accounting for Stock
Issued to Employees," ("APB 25") and related Interpretations in accounting for
its stock-based compensation
26
<PAGE> 49
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A (Continued)
plans, rather than alternative fair value accounting provided for under SFAS
123. Under APB 25, because the exercise price of options granted under these
plans equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized. Although the Company can elect to continue
to use APB 25 for accounting purposes, SFAS 123 requires pro forma disclosures
of net income and earnings per share as if the fair value based method of
accounting required under SFAS 123 were used. The Company will be required to
provide these pro forma disclosures at June 30, 1997.
NOTE B--BUSINESS ACQUISITIONS AND ACQUISITION-RELATED CHARGES
BUSINESS ACQUISITIONS: On January 31, 1995, the Company completed a transaction
with Compagnie des Machines Bull and certain of its affiliates (collectively,
"Bull") in which the Company purchased from Bull S.A. its worldwide workflow and
imaging business and from Bull HN Information Systems, Inc., its U.S. federal
systems subsidiary, its U.S. customer services business, and its sales and
service subsidiaries in Canada, Mexico, Australia and New Zealand. In
consideration for these businesses, the Company paid Bull $110.0 million in
cash, delivered a promissory note in the principal amount of $27.2 million,
subject to post-closing adjustments, and issued to Bull 1,650,000 shares of Wang
Common Stock with a fair market value at the time of issuance of $22.9 million.
The promissory note matures on January 31, 1997, and bears interest at 8.75%
through January 31, 1996, and at Banker's Trust Company prime rate plus 1%
thereafter. For financial statement purposes, the promissory note has been
reduced by $5.3 million to reflect a reduced net asset value based upon the
financial statements submitted by Bull management and an agreed-upon adjustment.
The acquisition was accounted for using the purchase method of accounting in
accordance with APB No. 16, "Business Combinations" ("APB 16"). Under APB 16,
purchase price allocations were made to the assets acquired and the liabilities
assumed based on their respective fair values.
<TABLE>
A summary of the acquisition follows (in millions):
<S> <C>
Cash $110.0
Note to Bull HN 21.9
Company common stock (1,650,000 shares) 22.9
------
Total consideration 154.8
Estimated fair value of net tangible assets acquired 41.3
------
Excess of purchase price over net tangible
assets acquired $113.5
======
</TABLE>
<TABLE>
The excess of purchase price over net assets acquired of $113.5 million was
allocated to specific intangible asset categories as follows (in millions):
<S> <C>
Software licenses $ 24.9
Installed base - service 56.5
Assembled workforce 11.6
Goodwill 20.5
------
$113.5
======
</TABLE>
27
<PAGE> 50
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B (Continued)
The value attributable to the acquired assets was allocated in conformity with
the procedures specified by APB 16. Current assets and liabilities were recorded
at book value, which approximated fair value.
All long-term liabilities, including liabilities established for over-market and
excess space leases totaling approximately $28 million, were stated at the
present value of amounts to be paid, determined at appropriate current interest
rates. Discount rates of approximately 8.0% to 12.0% were used to determine
present value. Software licenses and the installed base were valued using an
income approach. This approach discounted an estimate of the total monetary
benefits expected to accrue, to its present worth, adjusted for the Company's
effective tax rate. The discount rate of 20.0% used in this determination
considered the degree of risk associated with the realization of the projected
monetary benefits. The value of the assembled workforce was established based on
replacement cost. The excess of purchase price over the fair value of the assets
acquired not attributable to specific tangible or identifiable intangible assets
of the Company was reported as goodwill. Total consideration was based upon
financial statements submitted to the Company by Bull management. The amount of
the total consideration is subject to a contractually agreed-upon objection
procedure through which the Company may challenge the net asset value of the
acquired assets. The Company has challenged the net asset value of the acquired
assets and is utilizing the contractually agreed-upon objection procedure.
<TABLE>
The following pro forma results of operations have been prepared as though the
Bull acquisition had occurred as of the beginning of the periods presented. The
pro forma information does not purport to be indicative of the results of
operations that would have been attained had the combination been in effect on
the dates indicated, nor of future results of operations of the Company (in
millions, except per share data).
<CAPTION>
Twelve Months Nine Months
Ended Ended
June 30, 1995 June 30, 1994
------------- -------------
<S> <C> <C>
Revenues $1,209.7 $975.8
Net loss $ (49.1) $ (0.3)
Net loss applicable to
common stockholders $ (57.8) $ (4.5)
Net loss per share applicable
to common stockholders $ (1.70) $(0.13)
</TABLE>
On July 21, 1995, the Company acquired Sigma Imaging Systems, Inc. ("Sigma")
(subsequently renamed Wang Software N.Y., Inc.), a privately held company that
designs and markets workflow and imaging software for paper-intensive
businesses, including insurance, banking, finance, utilities and government. The
purchase price of $20.0 million consisted of $15.0 million in cash and $5.0
million in common stock
28
<PAGE> 51
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B (Continued)
of the Company. Cash payments of $9.0 million and $6.0 million were made on July
21, 1995 and February 15, 1996, respectively. The common stock will be
distributed on January 3, 1997. The 299,176 shares of the Company's common stock
to be issued in connection with the acquisition of Sigma was determined by
dividing $5.0 million by $16.71, which was the average closing sale price per
share of the Company's common stock on the 20 consecutive trading days ending on
the trading day prior to the closing date.
The acquisition was accounted for using the purchase method of accounting in
accordance with APB 16. The excess of purchase price over the fair value of the
net assets acquired totaled $6.3 million and is included in intangible assets.
On October 18, 1995, the Company acquired BISS Limited ("BISS"), a privately
held company operating in the United Kingdom that designs, installs, integrates
and supports network and client/server computing solutions. Of the $16.1 million
cash purchase price, $12.6 million was paid at closing, with the remainder of
$3.5 million due in March 1997.
The acquisition was accounted for using the purchase method of accounting in
accordance with APB 16. The excess of purchase price over the fair value of the
net assets acquired totaled $11.9 million and is included in intangible assets.
Pro forma results of operations are not presented for the Sigma and BISS
acquisitions as the amounts do not differ significantly from the Company's
historical results.
On December 18, 1995, the Company acquired Avail Systems Corporation ("Avail")
(subsequently renamed Wang Software Storage Management Group, Inc.), a privately
held company that develops software which automates the storage, relocation,
archiving and retrieval of information on a client/server PC network. The
Company exchanged 1,790,971 shares of its common stock, to which a value of
$18.00 per share was ascribed, in exchange for all of the outstanding capital
stock of Avail for a total purchase price of $32.2 million. The Avail
acquisition was accounted for using the pooling of interests method of
accounting in accordance with APB 16.
<TABLE>
Summarized financial information of Avail for periods prior to the acquisition
is as follows (in millions, except per share data):
<CAPTION>
Year
Six Months Ended Ended
December 31, June 30,
1995 1995
---------------- --------
<S> <C> <C>
Revenues $ 0.3 $ 0.9
Operating loss $ (1.6) $ (3.7)
Net loss $ (2.1) $ (3.7)
Net loss per share $(0.06) $(0.02)
</TABLE>
29
<PAGE> 52
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B (Continued)
On May 3, 1996, the Company acquired Dataserv Computer Maintenance, Inc.
("Dataserv") from BellSouth Corporation for $28.5 million in cash. Dataserv
provides customers with computer maintenance and support services for
industry-standard servers, desktop products, point-of-sale retail scanners and
registers, as well as application helpdesk and network integration services.
Dataserv services companies in the banking and financial services, insurance,
retail and manufacturing industries. The acquisition was accounted for using the
purchase method of accounting in accordance with APB 16. The excess of purchase
price over the fair value of the net assets acquired totaled $12.0 million and
is included in intangible assets.
<TABLE>
The following pro forma results of operations have been prepared as though the
Dataserv acquisition had occurred as of the beginning of the periods presented.
The pro forma information does not purport to be indicative of the results of
operations that would have been attained had the combination been in effect on
the dates indicated, nor of future results of operations of the Company (in
millions, except per share data).
<CAPTION>
Year Year
Ended Ended
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Revenues $1,185.4 $1,071.6
Net loss $ (3.1) $ (49.1)
Net loss applicable
to common stockholders $ (25.7) $ (57.8)
Net loss per share applicable
to common stockholders $ (0.71) $ (1.69)
</TABLE>
<TABLE>
ACQUISITION-RELATED CHARGES: On March 29, 1995, the Company's Board of Directors
approved a plan to proceed with integration and consolidation initiatives
principally related to the Bull acquisition. Acquisition-related charges were
recorded as of March 31, 1995, and consisted of the following (in millions):
<S> <C>
Facilities $ 3.1
Depreciable assets 12.4
Workforce-related 43.4
Other 5.3
-----
Total $64.2
=====
</TABLE>
The formal plan was recorded as of March 31, 1995, based upon the best
information available at the time. The facilities-related reserves for the
Company's excess sales and service and other support facilities were established
to recognize the lower of the amount of the remaining lease obligations, net of
any sublease rentals, or the expected lease settlement costs. These reserves
will be utilized only when the excess space has been vacated and there are no
plans to utilize the facility in the future. Depreciable assets-related reserves
were established to recognize, at net realizable value, the write-down and
disposal value of existing assets including
30
<PAGE> 53
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B (Continued)
information systems, leasehold improvements and other assets no longer required.
As a result of the acquisition, certain technical support, customer service,
distribution, research and development, and administrative functions are being
combined and reduced.
Workforce-related reserves, consisting principally of severance costs, were
established based on specific identification of employees to be terminated,
along with their job classifications or functions and their locations.
Acquisition-related charges of $27.2 million were recorded for the Sigma
acquisition effective September 30, 1995, after actions had been identified and
quantified and the formal plan approved by the Company's Board of Directors.
<TABLE>
Acquisition-related charges for Sigma consist of the following:
<S> <C>
Sigma in-process research and
development $16.0
Capitalized software 6.6
Workforce-related and other 4.6
-----
Total $27.2
=====
</TABLE>
The in-process research and development charge consists of that portion of the
purchase price allocated to Sigma which was charged to operations because, in
management's opinion, technological feasibility for this purchased research and
development had not been established. Capitalized software write-offs pertain to
overlapping workflow software development efforts. Workforce-related charges,
consisting principally of Wang severance costs, were established based on
specific identification of employees to be terminated, along with their job
classifications or functions and their locations. Other charges relate to
customer transition commitments for discontinued Wang product offerings.
Periodically, the accruals related to the acquisition-related charges are
reviewed and compared to their respective cash requirements. As a result of
those reviews, the accruals are adjusted for changes in cost and timing
assumptions of previously approved and recorded initiatives. Those adjustments,
in the aggregate, had no effect on operating income.
<TABLE>
The activity related to these charges during fiscal years 1995 and 1996 is
summarized in the following table (in millions):
<CAPTION>
Purchase Charges Utilized
Charged to Accounting Charges Balance Charged to and Other Balance
Operations and Other Utilized June 30, Operations Adjustments June 30,
in 1995 Adjustments in 1995 1995 in 1996 in 1996 1996
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Facilities $ 3.1 $ 5.5 $ (3.4) $ 5.2 $ -- $ 0.3 $ 5.5
Depreciable assets 12.4 7.5 (11.1) 8.8 22.6 (30.6) 0.8
Workforce-related 43.4 3.6 (9.6) 37.4 0.9 (21.9) 16.4
Other 5.3 4.0 (5.5) 3.8 3.7 (1.7) 5.8
----- ----- ------ ----- ----- ------ -----
$64.2 $20.6 $(29.6) $55.2 $27.2 $(53.9) $28.5
===== ===== ====== ===== ===== ====== =====
</TABLE>
31
<PAGE> 54
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B (Continued)
<TABLE>
The June 30, 1996 and 1995 balances of acquisition-related reserves are
classified as follows (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Depreciable assets $ 0.8 $ 8.8
Accounts payable, accrued
expenses and other 26.5 41.8
Non-current liabilities 1.2 4.6
----- -----
$28.5 $55.2
===== =====
</TABLE>
Cash outlays to complete the Company's acquisition-related initiatives
previously provided for are estimated to approximate $27 million for the year
ended June 30, 1997 and $1 million thereafter.
NOTE C--OTHER BALANCE SHEET INFORMATION
<TABLE>
Components of other selected captions in the Consolidated Balance Sheet follow
(in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Accounts receivable $204.9 $193.3
Less allowances 10.8 10.8
------ ------
$194.1 $182.5
====== ======
Inventories
Finished products $ 9.5 $ 14.5
Raw materials and work-in-process 8.8 8.7
Service parts and supplies 1.6 1.2
------ ------
$ 19.9 $ 24.4
====== ======
Depreciable assets
Land $ 5.4 $ 7.1
Buildings and improvements 19.7 22.6
Machinery and equipment 62.9 52.7
Spare parts 140.9 113.3
------ ------
228.9 195.7
Less accumulated depreciation 91.6 61.3
------ ------
$137.3 $134.4
====== ======
</TABLE>
32
<PAGE> 55
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
NOTE C (Continued)
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Intangible assets
Trademarks and patents $ 24.8 $ 21.3
Computer software 37.1 42.2
Installed base - service 128.5 123.5
License agreements 29.9 29.9
Assembled workforce 16.2 11.7
Goodwill 50.7 18.9
Reorganization value in excess
of amounts allocated to
identifiable intangible
assets 30.6 87.2
------ ------
317.8 334.7
Less accumulated amortization 106.6 60.7
------ ------
$211.2 $274.0
====== ======
Accounts payable, accrued
expenses and other
Accounts payable $ 54.3 $ 62.3
Accrued expenses 98.7 93.1
Compensation and benefits 49.1 50.1
Restructuring, reorganization
and acquisition-related 33.9 56.6
Other 21.6 24.4
------ ------
$257.6 $286.5
====== ======
Other long-term liabilities
Postretirement $ 17.3 $ 18.5
Pension 8.0 8.2
Facilities 15.0 16.5
Restructuring, reorganization and
acquisition-related 5.2 17.4
Insurance 7.4 6.5
Other 24.5 22.7
------ ------
$ 77.4 $ 89.8
====== ======
</TABLE>
33
<PAGE> 56
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D--FINANCING ARRANGEMENTS
<TABLE>
PREFERRED STOCK (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Series A preferred stock, $0.01 par
value, 90,000 shares
authorized; 90,000 shares issued
and outstanding June 30, 1996
and 1995; redemption and
liquidation preference of
$90.0 million $84.8 $ 84.1
Exchangeable preferred stock,
$0.01 par value, 3,660,000 shares
authorized; outstanding
shares: 2,836,326 at
June 30, 1995; redemption
and liquidation preference of
$72.9 million, including
paid-in-kind dividends -- 61.5
----- ------
$84.8 $145.6
===== ======
</TABLE>
SERIES A PREFERRED STOCK: On May 30, 1995, the Company issued to Microsoft
Corporation 90,000 shares ($90.0 million face amount) of 4 1/2% Series A
Cumulative Convertible Preferred Stock (the "Series A Preferred Stock"),
redeemable on October 1, 2003 or within 180 days of a written request of the
holders thereof received by the Company at any time on or after May 30, 2002 at
$1,000.00 per share plus accrued and unpaid dividends. The excess of the
redemption value over the initial carrying value of $84.0 million is being
accreted by periodic charges to retained earnings over the life of the issue, or
in the absence of retained earnings, to capital in excess of par value.
The Series A Preferred Stock is convertible into Common Stock of the Company at
$23.00 per share, subject to adjustment in the event of a subdivision or
combination of the Common Stock. The stockholders of the Series A Preferred
Stock are entitled to one vote per share. Cash dividends of $45.00 per annum per
share are payable quarterly in arrears. The Company may redeem the Series A
Preferred Stock with cash or with Common Stock.
EXCHANGEABLE PREFERRED STOCK: On February 27, 1996, the Company repurchased and
retired, at the liquidation preference of $25.00 per share plus accrued and
unpaid dividends, all of the outstanding shares of the Company's 11%
Exchangeable Preferred Stock (the "Exchangeable Preferred Stock") for $72.9
million with proceeds from the issuance of the 6 1/2% Series B Cumulative
Convertible Preferred Stock. The retirement of the Exchangeable Preferred Stock
resulted in a one-time dividend of $8.8 million reflecting the difference
between the repurchase value and the carrying value of the securities.
34
<PAGE> 57
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D (Continued)
BORROWING ARRANGEMENTS:
<TABLE>
Borrowings due within one year consisted of (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Notes payable to banks $ -- $2.6
Note payable to Bull -- 9.25% at
June 30, 1996, payable in 1997 21.9 --
Current portion of long-term debt -- 0.4
----- ----
$21.9 $3.0
===== ====
</TABLE>
Notes payable to banks with weighted average interest rates of 12.1% were
outstanding at June 30, 1995.
<TABLE>
Long-term debt consisted of (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Mortgage notes and other $-- $ 1.8
Note payable to Bull -- 21.6
--- -----
-- 23.4
Current portion of long-term debt -- 0.4
--- -----
$-- $23.0
=== =====
</TABLE>
Interest paid amounted to $2.4 million for the year ended June 30, 1996, $3.7
million for the year ended June 30, 1995, $3.8 million for the nine months ended
June 30, 1994 and $2.3 million for the three months ended September 30, 1993.
On January 31, 1995, the Company entered into a revolving credit facility with
BT Commercial Corporation ("BTCC") and certain other financial institutions. The
three-year reducing facility provided for borrowings of up to $125.0 million,
reduced to $115.0 million for the period from January 30, 1996 to March 31,
1996, and to $100.0 million thereafter. This facility also provides for up to
$40.0 million of letters of credit, limited to the lesser of the facility
maximum or a formula based on the Company's accounts receivable and inventories
and a supplemental amount. Interest on any borrowings is based on the BTCC's
prime rate plus 1.25% to 2.50%, depending on the amount of borrowings
outstanding. The BTCC agreement contains various financial covenants, including
covenants relating to the Company's operating results, working capital, net
worth and indebtedness as well as restrictions on the payment of cash dividends
on the Common Stock. The Company was in compliance with these covenants as of
both June 30, 1996 and 1995. As of June 30, 1996, letters of credit aggregating
$11.5 million were outstanding under the agreement, and $64.9 million was
available for use by the Company for either additional letters of credit or
borrowing.
Subsequent to June 30, 1996 the Company renegotiated its credit facility as
discussed in Note L, Subsequent Events.
35
<PAGE> 58
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E--INCOME TAXES
<TABLE>
The provision for income taxes consisted of (in millions):
<CAPTION>
Predecessor Company
-------------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- -------------------
<S> <C> <C> <C> <C>
Current:
Federal $ -- $ -- $ -- | $ --
Non-U.S. 0.7 0.7 2.3 | 0.3
State -- -- 0.3 | 0.1
Change in valuation |
allowance (2.5) -- -- | --
Tax benefit applied |
to reduce |
reorganization |
value in excess of |
amounts allocated |
to identifiable |
intangible assets |
and goodwill 12.8 2.9 7.2 | --
----- ---- ---- | ----
$11.0 $3.6 $9.8 | $0.4
===== ==== ==== | ====
</TABLE>
<TABLE>
The provision for income taxes differed from the amount computed by applying the
U.S. federal statutory rate as follows (in millions):
<CAPTION>
Predecessor Company
-------------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- ------------------
<S> <C> <C> <C> <C>
Taxes at statutory
rate of 35% $ 3.6 $(18.9) $ 7.1 | $(7.9)
Amortization of excess |
reorganization value 2.4 1.9 0.9 | --
Non-deductible expenses 2.0 1.3 1.4 | 3.4
Non-deductible charge |
in connection with |
acquisition 5.6 -- -- | --
Foreign tax differential 0.8 (0.5) (1.6) | (0.2)
Repatriation of non- |
U.S. earnings, net -- -- 0.8 | --
Loss carryforwards |
not currently |
utilizable 3.7 22.7 1.9 | 6.9
Loss carryforwards |
utilized (5.3) -- -- | --
Change in valuation |
allowance (2.5) -- -- | --
Other, net 0.7 (2.9) (0.7) | (1.8)
----- ------ ----- | -----
$11.0 $ 3.6 $ 9.8 | $ 0.4
===== ====== ===== | =====
</TABLE>
36
<PAGE> 59
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E (continued)
<TABLE>
The significant components of deferred tax assets and liabilities were as
follows (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Net operating loss and credit
carryforwards $ 561.8 $ 564.4
Accrued restructuring expenses 11.4 26.3
Other 62.2 36.5
------- -------
Gross deferred tax assets 635.4 627.2
------- -------
Fresh-start intangibles (20.6) (31.4)
Goodwill and other acquired intangibles (15.7) (20.8)
Other (28.8) (26.0)
------- -------
Gross deferred tax liabilities (65.1) (78.2)
------- -------
Valuation allowance (522.7) (549.0)
------- -------
Net deferred tax assets $ 47.6 $ --
======= =======
</TABLE>
The Company has recorded a net deferred tax asset of $47.6 million for the year
ended June 30, 1996, of which $43.4 million was attributable to the expected
utilization of tax net operating loss carryforwards which existed at September
30, 1993, reducing reorganization value in excess of amounts allocated to
identifiable intangible assets. Of the remainder, $1.7 million was attributable
to acquired tax benefits, reducing goodwill related to the Bull acquisition and
$2.5 million was attributable to the expected utilization of tax net operating
loss carryforwards generated subsequent to September 30, 1993, reducing the
provision for income taxes. Although realization is not assured, management
believes that the net deferred tax asset will be realized. The estimate of
future taxable income relates to the Company's operations outside the U.S. which
have, in the past, consistently generated a level of taxable income similar to
the amounts of future taxable income necessary to realize the net deferred tax
asset. In addition, the Company has tax planning strategies to prevent the tax
net operating loss carryforwards from expiring unused. The amount of the net
deferred tax asset considered realizable, however, could be reduced in the near
term if estimates of future taxable income during the carryforward period are
reduced.
Any tax benefits recognized after September 30, 1993, for cumulative temporary
differences and tax basis net operating loss carryforwards existing at September
30, 1993, will not reduce the provision for income taxes, but instead, will
first reduce reorganization value in excess of amounts allocated to identifiable
intangible assets to zero, secondly reduce other intangible assets related to
the reorganization to zero, and thereafter will increase capital in excess of
par value.
37
<PAGE> 60
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E (Continued)
<TABLE>
Tax benefits which are subsequently recognized through a reduction in the
valuation allowance will be recorded as follows (in millions):
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Reorganization value in excess of amounts
allocated to identifiable assets $ 13.7 $ 75.9
Goodwill and other non-current intangible assets 65.5 87.9
Capital in excess of par value 298.3 261.5
Income tax benefit to be reported in the
Statement of Operations 145.2 123.7
------ ------
$522.7 $549.0
====== ======
</TABLE>
As a result of the reorganization of the Company, the Company recorded a gain
from debt forgiveness of $329.3 million during the three months ended September
30, 1993. Because the forgiveness was pursuant to a Chapter 11 reorganization,
the Company did not record any income tax expense on the gain from the
forgiveness in the period ended September 30, 1993. The consummation of the
Reorganization Plan resulted in a change in ownership for federal income tax
purposes. As a result of the change in ownership, the Company was required,
under federal tax law, to reduce its accumulated U.S. operating loss carryovers
for one-half of the non-taxable gain related to the debt forgiveness and certain
prior years' interest expense related to the forgiven interest-bearing debt.
If the Company experiences another change in ownership within the meaning of
Section 382 of the Internal Revenue Code, an annual limitation will be placed
upon the Company's ability to realize the benefit of its U.S. net operating loss
carryforwards.
Retained earnings of non-U.S. subsidiaries for which income taxes have not been
provided approximated $119.4 million and $113.4 million at June 30, 1996 and
June 30, 1995, respectively.
At June 30, 1996, the Company and its subsidiaries have tax basis net operating
loss carryforwards of approximately $1.4 billion and tax credit carryforwards of
approximately $96.5 million that are available to offset future taxable income.
<TABLE>
Tax basis loss carryforwards and tax credit carryforwards expire as follows (in
millions):
2002 &
1997 1998 1999 2000 2001 Beyond
---- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
U.S. tax basis loss carryforwards $ -- $ -- $ -- $ -- $85.6 $744.5
Non-U.S. tax basis loss
carryforwards $4.7 $10.5 $30.5 $16.0 $ 6.8 $505.4
Investment tax credit and
research and development
tax credit carryforwards $7.8 $17.5 $26.2 $20.7 $13.8 $ 10.5
</TABLE>
38
<PAGE> 61
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E (Continued)
Net taxes paid (refunded) amounted to $0.9 million for the year ended June 30,
1996, $0.7 million for the year ended June 30, 1995, and $(1.6) million for the
year ended June 30, 1994.
NOTE F--STOCKHOLDERS' EQUITY
SERIES B PREFERRED STOCK: On February 27, 1996, the Company completed a private
placement of 2,875,000 Depositary Shares, each representing a 1/20 interest in a
share of 6 1/2% Series B Cumulative Convertible Preferred Stock (the "Series B
Preferred Stock"), $0.01 par value per share, for $138.3 million, net of
issuance costs. Each Depositary Share is convertible at the option of the holder
into Common Stock of the Company at a conversion price of $26.5625 per share of
Common Stock subject to adjustment for dividends payable in Common Stock, the
issuance of rights or warrants to purchase Common Stock, the subdivision,
combination or reclassification of Common Stock and the distribution of other
assets to all the holders of Common Stock. The Series B Preferred Stock may not
be redeemed before March 1, 1999. Thereafter, the Series B Preferred Stock may
be redeemed at the option of the Company, in whole or in part, at specified
redemption prices plus accrued and unpaid dividends. Each Depositary Share
entitles the holder to 1/20th of one vote. Cash dividends are cumulative at the
rate of $65.00 per annum per share ($3.25 per annum per Depositary Share)
payable quarterly in arrears.
COMMON STOCK: The Company's authorized Common Stock consists of 100 million
shares, $0.01 par value per share. Holders of the Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of stockholders
and do not have cumulative voting rights. The common stockholders are entitled
to receive ratably such dividends, if any, as may be declared by the Board of
Directors. No dividends have been paid to date. The rights, preferences and
privileges of holders of the Common Stock are subject to, and may be adversely
affected by, the rights of holders of shares of both the outstanding Series A
and Series B Preferred Stock, as well as any other series of preferred stock
that the Company may designate and issue in the future.
1993 EMPLOYEES' STOCK GRANT PLAN: On December 16, 1993, the Company made a
one-time grant to each eligible employee of 50 shares of Common Stock of the
Company. Of the 350,000 shares available for this plan, 316,500 shares have been
distributed to employees. The remaining shares authorized for use in this plan
were allocated to the Stock Incentive Plan, described below, after all grants
had been made under this plan.
STOCK WARRANTS: In satisfaction of the interests of the Class B and C common
stockholders of the Predecessor Company, 7.5 million warrants, less an amount
allocated for certain disputed claims, were made available for issuance to
stockholders of the Predecessor Company as of September 29, 1993. The Company
began issuance of these warrants on March 17, 1995. Each warrant entitles its
holder to purchase one share of Common Stock for an exercise price of $21.45 per
share, and expires on June 30, 2001. The exercise price was set in such a manner
as to allow the creditors who are issued Common Stock in the reorganization to
recover an estimated 95 percent of the value of their allowed claims before the
exercise price of the warrants equals the trading price of the Common Stock.
Holders of the Class B and C Common Stock received one warrant for each 24
shares of stock of the Predecessor Company.
39
<PAGE> 62
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F (Continued)
STOCK OPTIONS:
1993 STOCK INCENTIVE PLAN: On September 30, 1993, the Company commenced the
granting of non-qualified options to certain employees to purchase Common Stock
of the Company at $7.35 per share under the Stock Incentive Plan. The maximum
number of shares issuable under this plan was 2,283,650. The options granted
under this plan vest over a three-year period, with approximately one-third
vesting on October 1, 1994, 1995 and 1996, and are exercisable over a ten-year
period from the date of grant.
1993 DIRECTORS' STOCK OPTION PLAN: The Company provided for the issuance of up
to 80,000 shares of Common Stock under the 1993 Directors' Stock Option Plan.
Under this plan, each initial director of the Company (other than Mr. Tucci,
Chairman of the Board and Chief Executive Officer), received a one-time grant of
a non-qualified option to purchase 10,000 shares of the Common Stock of the
Company at an exercise price of $7.35 per share. The options vest over a
three-year period, with one-third vesting on December 16, 1994, 1995 and 1996,
and are exercisable over a ten-year period from the date of grant.
1994 EMPLOYEES' STOCK INCENTIVE PLAN: On January 25, 1995, the Company's
stockholders approved the Employees' Stock Incentive Plan. The Employees' Stock
Incentive Plan provides for the issuance of up to 4,817,153 shares of Common
Stock of the Company as either Incentive Stock Options, Non-Qualified Stock
Options or Restricted Stock awards, on terms and vesting schedules as may be set
from time to time by the Organization, Compensation and Nominating Committee of
the Board of Directors. Both the Incentive Stock Options and Non-Qualified Stock
Options granted to date under the Employees' Stock Incentive Plan become
exercisable (or vest) as to 34%, 33% and 33% of the shares covered thereby on
the first, second and third anniversaries of the date of grant, provided the
employee continues to be employed by the Company, and expire ten years after the
date of the grant.
1995 DIRECTORS' STOCK OPTION PLAN: On January 25, 1995, the Company's
stockholders approved the 1995 Director Stock Option Plan (the "1995 Director
Plan"). A total of up to 180,000 shares of Common Stock of the Company may be
issued upon the exercise of options granted under the 1995 Director Plan. All
options granted under the 1995 Director Plan are non-qualified stock options.
The 1995 Director Plan provides for the automatic grant of an option for 6,500
shares of Common Stock under the following circumstances: (i) an option was
granted to each outside Director on January 25, 1995, the date the 1995 Director
Plan was approved by the stockholders of the Company; (ii) an option will
automatically be granted to each additional outside Director who is initially
elected to the Board of Directors after the approval of the 1995 Director Plan
by the stockholders of the Company, upon his or her initial election to the
Board of Directors; and (iii) on September 30 of each year, an option will
automatically be granted to each outside Director who attended, in the fiscal
year ending the preceding June 30, at least 75% of the aggregate of the number
of Board of Directors meetings held and the number of meetings held by
committees of the Board on which he or she then served. The exercise price of
each option granted under the 1995 Director Plan will be equal to the current
market value of the Common Stock on the date of grant (which will be determined
based upon the average closing price of the Common Stock over the
40
<PAGE> 63
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F (Continued)
30-business-day period beginning 45 business days before the date of grant of
the option) and will vest as to 34%, 33% and 33% of the shares covered thereby
on the first, second and third anniversaries of the date of grant, respectively,
provided the optionee continues to serve as a Director on such dates.
<TABLE>
A summary of option activity from the Confirmation Date through June 30, 1996,
is as follows:
<CAPTION>
Options Option Price
Outstanding Per Share
----------- ------------
<S> <C> <C> <C>
Granted 2,151,150 $7.35 -$19.375
Exercised -- --
Canceled 92,273 $7.35
---------
June 30, 1994 2,058,877 $7.35 -$19.375
Granted 1,826,600 $9.875-$13.880
Exercised 218,364 $7.35 -$12.063
Canceled 214,112 $7.35 -$17.875
---------
June 30, 1995 3,453,001 $7.35 -$19.375
Granted 2,175,750 $15.00-$24.125
Exercised 598,472 $7.35 -$19.375
Canceled 428,282 $7.35 -$18.750
---------
June 30, 1996 4,601,997 $7.35 -$24.125
Options exercisable at:
June 30, 1994 --
June 30, 1995 526,060
June 30, 1996 1,039,665
</TABLE>
At June 30, 1996, 1,942,421 shares were available for future grants.
EMPLOYEES' STOCK PURCHASE PLAN: The Employees' Stock Purchase Plan (the "Stock
Purchase Plan") permits purchases on a voluntary basis by eligible employees of
up to 685,715 shares of Common Stock of the Company. Under this plan, a total of
76,108 shares were issued in two offerings, the second of which terminated on
April 30, 1995. The remainder of the shares rolled over to the 1995 Stock
Purchase Plan described below. Employees of the U.S. parent company and
designated international subsidiaries, but excluding any officers with the rank
of vice president or above, were eligible to participate in the Stock Purchase
Plan. Shares of Common Stock were offered under the Stock Purchase Plan in
six-month payment periods commencing May 1, 1994. The purchase price was 85% of
the market price of the Common Stock on the first business day or the
41
<PAGE> 64
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F (Continued)
last business day of that payment period, whichever was lower. Purchases were
deemed to be made on the last day of each payment period and could only be made
by participants who were employees on that day. The purchase price was paid with
payroll deductions in an amount specified by each employee (which could not
exceed a specified percentage of his or her salary), accumulated during the
payment period.
1995 EMPLOYEES' STOCK PURCHASE PLAN: On January 25, 1995, the Company's
stockholders approved the 1995 Employees' Stock Purchase Plan (the "1995 Stock
Purchase Plan") permitting purchases on a voluntary basis by eligible employees
of up to 609,607 shares of Common Stock of the Company. Employees of the U.S.
parent company and designated subsidiaries, but excluding any officers with the
rank of vice president or above of the parent company, are eligible to
participate in the 1995 Stock Purchase Plan. The six-month payment periods of
the 1995 Stock Purchase Plan run consecutively, commencing on each November 1
and May 1. Purchases are deemed to be made on the last day of each payment
period and can only be made by payroll deductions in an amount specified by each
employee (which may not exceed a specified percentage of an employee's salary),
accumulated during the payment period. The purchase price is 85% of the market
price of the Common Stock on the first business day or the last business day of
that payment period, whichever is lower.
NOTE G--POSTRETIREMENT BENEFITS
DEFINED BENEFIT PLANS: The Company has two plans in the United States. The
first plan was frozen on June 30, 1992. The second U.S. plan was frozen on
December 31, 1995. As a result of freezing all future benefits under both U.S.
plans, no increase in compensation is assumed for either plan subsequent
to the dates that the plans were frozen.
<TABLE>
U.S. net pension cost consisted of (in millions):
<CAPTION>
Predecessor Company
-------------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- -------------------
<S> <C> <C> <C> <C>
Service cost $ 0.6 $ 0.5 $ -- | $ --
Interest cost 7.0 4.1 1.7 | 0.6
Actual return on assets (10.3) (4.8) (0.8) | (0.3)
Other, net 3.0 0.7 (1.0) | (0.3)
----- ----- ----- | -----
$ 0.3 $ 0.5 $(0.1) | $ --
===== ===== ===== | =====
</TABLE>
42
<PAGE> 65
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G (Continued)
<TABLE>
The funded status of the U.S. plans was (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Fair value of plan assets $ 99.6 $ 88.6
Projected benefit obligation (93.9) (84.9)
------ ------
Plan assets greater than
projected benefit obligation 5.7 3.7
Unrecognized net gain (5.7) (3.7)
Unrecognized net transition asset (0.5) (0.6)
------ ------
Accrued pension costs $ (0.5) $ (0.6)
====== ======
Accumulated benefits $(93.9) $(84.8)
====== ======
Vested benefits $(93.5) $(79.0)
====== ======
</TABLE>
<TABLE>
Non-U.S. net pension cost consisted of (in millions):
<CAPTION>
Predecessor Company
-------------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
------- -------- ----------- --------------------
<S> <C> <C> <C> <C>
Service cost $ 1.9 $ 1.3 $ 0.7 | $ 0.3
Interest cost 2.4 1.9 1.8 | 0.7
Actual return on assets (3.7) (2.6) (2.4) | (0.9)
Other, net 0.4 0.3 0.6 | 0.1
----- ----- ----- | -----
$ 1.0 $ 0.9 $ 0.7 | $ 0.2
===== ===== ===== | =====
</TABLE>
Settlement and curtailment gains of $1.6 million were recognized for the nine
months ended June 30, 1994 for non-U.S. plans, resulting primarily from the
conversion of defined benefit plans to defined contribution plans.
<TABLE>
The funded status of non-U.S. plans was (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Fair value of plan assets $ 58.8 $ 59.6
Projected benefit obligation (51.5) (50.7)
------ ------
Plan assets in excess of projected
benefit obligation 7.3 8.9
Unrecognized net (gain) loss 1.6 (0.9)
------ ------
Prepaid pension costs $ 8.9 $ 8.0
====== ======
Accumulated benefits $(46.4) $(45.0)
====== ======
Vested benefits $(41.6) $(39.6)
====== ======
</TABLE>
43
<PAGE> 66
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G (Continued)
<TABLE>
The following assumptions were used to measure the projected benefit obligation
for the defined benefit pension plans:
<CAPTION>
June 30, 1996 June 30, 1995
-------------------- --------------------
U.S. Non-U.S. U.S. Non-U.S.
Plans Plans Plans Plans
----- -------- ----- --------
<S> <C> <C> <C> <C>
Discount rate 8.0% 6.8%-12.0% 8.0% 7.0%-12.0%
Average increase
in compensation
levels 0.0% 3.5%-9.0% 0.0%-4.0% 3.5%-9.0%
</TABLE>
The expected long-term rate of return for plan assets was 8.0% for U.S. plans
and 7.5% to 12.0% for non-U.S. plans for the years ended June 30, 1996 and 1995.
Plan assets consist principally of equity and fixed income mutual funds. Annual
cost is determined using the projected unit credit actuarial method.
DEFINED CONTRIBUTION PLANS: Contributions are generally based on fixed amounts
of eligible compensation. The Company's expense for U.S. and non-U.S. plans
totaled $9.6 million for the years ended June 30, 1996 and 1995, $6.3 million
for the nine months ended June 30, 1994, and $2.8 million for the three months
ended September 30, 1993.
OTHER POSTRETIREMENT BENEFITS: The Company provides postretirement benefits
under two U.S. plans and an international plan. The first U.S. plan covers two
groups of current and previous employees. Class A retirees represent a closed
group of employees who were age 59 with at least 9 years of service as of
December 31, 1984. Coverage includes lifetime medical and dental benefits.
Benefits are integrated with Medicare using a traditional coordination approach.
Contributions by retirees are fixed. Class B retirees represent all other
employees who have retired with at least 10 years of service and a total of 75
age and service points and current active employees who satisfied the
eligibility criteria by June 30, 1995. These retirees can choose among the
various medical options extended to active employees. Employee contributions
vary based upon the level of coverage selected. The Company's contribution for
Class B retirees will be adjusted annually to reflect increases in medical
trends until the contribution to the Plan equals twice the 1992 level. At that
time, subsequent cost increases will be paid fully by increases in employee
contributions.
The second U.S. plan and the non-U.S. plan cover employees of the businesses
acquired as part of the Bull acquisition. Postretirement healthcare coverage was
generally provided to employees retiring on or after attaining age 55, who had
rendered at least 10 years of service, until the age of 65.
44
<PAGE> 67
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G (Continued)
<TABLE>
U.S. net periodic postretirement benefit cost consisted of (in millions):
<CAPTION>
Predecessor Company
-------------------
Year Year Nine Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- --------------------
<S> <C> <C> <C> <C>
Service cost $ 0.1 $0.1 $0.1 | $ --
Interest cost 0.9 0.8 0.6 | 0.2
Other, net (0.3) -- -- | --
----- ---- ---- | ----
$ 0.7 $0.9 $0.7 | $0.2
===== ==== ==== | ====
</TABLE>
<TABLE>
The funded status of the U.S. plans was (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Fair value of plan assets $ -- $ --
Accumulated postretirement benefit obligation:
Retirees 10.4 12.6
Other fully eligible plan participants 1.7 1.7
Other active plan participants 1.1 1.5
Unrecognized net gain 4.6 2.5
----- -----
Accrued postretirement benefit liability $17.8 $18.3
===== =====
</TABLE>
Non-U.S. net periodic postretirement benefit cost approximated $0.1 million for
the year ended June 30, 1996 and the year ended June 30, 1995. A curtailment
gain of $0.5 million for the non-U.S. plan was recorded for the year ended June
30, 1996 and relates to the elimination of active employees not eligible for
retirement as of November 30, 1995.
<TABLE>
The funded status of the non-U.S. plan was (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Fair value of plan assets $ -- $ --
Accumulated postretirement benefit obligation:
Retirees 0.8 0.6
Other fully eligible plan participants 0.1 0.3
Other active plan participants -- 0.5
Unrecognized net gain 0.2 --
---- ----
Accrued postretirement benefit liability $1.1 $1.4
==== ====
</TABLE>
45
<PAGE> 68
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G (Continued)
<TABLE>
The following assumptions were used to measure net periodic postretirement
benefit costs:
<CAPTION>
1996 1995 1994
------------------ ----------------- ----
U.S. Non-U.S. U.S. Non-U.S. U.S.
Plans Plan Plans Plan Plan
----- -------- ----- -------- ----
<S> <C> <C> <C> <C>
Increase in healthcare
costs during the period 9.3%-11.0% 11.0% 11.0%-12.0% 11.0% 11.0%
Ultimate trend rates 5.0%- 6.3% 5.0% 5.0%- 7.0% 5.0% 7.0%
Years to ultimate trend
rates 3-12 yrs 6 yrs 5-11 yrs 6 yrs 3 yrs
Discount rates 7.3%- 8.0% 8.0% 8.0% 8.0% 8.0%
</TABLE>
If the health care cost trend rate was increased 1.0%, the accumulated
postretirement benefit obligation as of June 30, 1996 would have increased by
4.1% and 9.6% for the U.S. and non-U.S. plans, respectively. The effect of this
change on the aggregate of service and interest cost for the year ended June 30,
1996 would have been an increase of 4.2% and 9.9% for the U.S. and non-U.S.
plans, respectively.
NOTE H--INDUSTRY, GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
INDUSTRY SEGMENT INFORMATION: The Company operates primarily in one industry
segment, which includes serving customers in approximately 130 countries with
workflow, imaging, document management and related software applications for
client/server open systems, and integration and support services for office
networks, along with continuing to provide to its proprietary minicomputer
customers upgrade products, service and open systems coexistence and migration
products.
GEOGRAPHIC INFORMATION: Transfer prices to non-U.S. sales subsidiaries, combined
with supplemental commission and expense reimbursement arrangements, are
intended to produce profit margins commensurate with the sales and service
effort associated with the products sold, and are comparable to prices charged
to unaffiliated distributors. Sales and transfers between manufacturing
subsidiaries are made with reference to prevailing market prices.
SIGNIFICANT CUSTOMER: The Company had revenues from the U.S. government and its
agencies of approximately $241 million for the year ended June 30, 1996, $150
million for the year ended June 30, 1995, $101 million for the nine months ended
June 30, 1994, and $40 million for the three months ended September 30, 1993.
The majority of these revenues were in the United States geographic area.
46
<PAGE> 69
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE H (Continued)
<TABLE>
Certain information on a geographic basis follows (in millions):
<CAPTION>
Predecessor Company
Year Year Nine Months -------------------
Ended Ended Ended Three Months Ended
June 30, June 30, June 30, September 30,
1996 1995 1994 1993
-------- -------- ----------- -------------------
<S> <C> <C> <C> <C>
Revenues from
unaffiliated
customers:
United States,
including direct
export sales $ 588.3 $453.7 $309.7 | $109.0
Other Americas 65.9 51.8 29.5 | 9.5
Europe 267.7 307.4 226.6 | 62.9
Asia/Pacific 167.9 134.3 78.6 | 29.5
-------- ------ ------ | ------
$1,089.8 $947.2 $644.4 | $210.9
======== ====== ====== | ======
|
Interarea transfers: |
United States $ 14.0 $ 20.9 $ 21.6 | $ 5.8
Other Americas -- 0.2 -- | --
Europe 0.1 0.3 1.1 | 0.5
Asia/Pacific -- -- 0.2 | --
-------- ------ ------ | ------
$ 14.1 $ 21.4 $ 22.9 | $ 6.3
======== ====== ====== | ======
|
Income (loss) |
before income taxes and |
reorganization |
items: |
|
United States $ (39.0) $(40.8) $ 26.4 | $ 1.6
Other Americas 9.8 (12.7) 0.5 | 1.6
Europe 20.0 10.5 8.2 | (2.3)
Asia/Pacific 16.8 (17.4) (16.8) | 9.9
Eliminations 2.8 2.7 2.1 | 1.5
-------- ------ ------ | ------
$ 10.4 $(57.7) $ 20.4 | $ 12.3
======== ====== ====== | ======
</TABLE>
<TABLE>
The income (loss) before income taxes and reorganization items for the years
ended June 30, 1996 and 1995 included $27.2 million and $64.2 million,
respectively, of acquisition-related charges.
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Identifiable assets
(excluding
intercompany):
United States $535.3 $517.1
Other Americas 51.6 57.1
Europe 184.8 181.7
Asia/Pacific 93.5 106.5
Eliminations and other (1.1) (1.7)
------ ------
$864.1 $860.7
====== ======
</TABLE>
47
<PAGE> 70
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE I--COMMITMENTS AND CONTINGENCIES
<TABLE>
LEASES: Rental expense for the periods through June 30, 1996 was as follows (in
millions):
<S> <C>
Year ended June 30, 1996 $28.2
Year ended June 30, 1995 $17.6
Nine months ended June 30, 1994 $16.7
Three months ended September 30, 1993 $ 8.0
</TABLE>
<TABLE>
Future minimum lease commitments on noncancelable operating leases and sublease
income are as follows (in millions):
<CAPTION>
Year ended June 30,
----------------------------------------
1997 1998 1999 2000 2001 Thereafter
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Future minimum lease
commitments on
noncancelable leases $35.1 $30.0 $23.3 $22.2 $12.7 $35.9
Future minimum
sublease income $ 5.1 $ 4.1 $ 2.9 $ 1.6 $ 1.6 $ 6.7
</TABLE>
These future minimum lease commitments include approximately $42.6 million, net
of sublease income, related to facilities the Company has elected to abandon in
connection with the restructuring and acquisition-related initiatives.
FOREIGN CURRENCY GAINS(LOSSES): Foreign currency exchange and translation gains
or losses were insignificant for the year ended June 30, 1996. Foreign currency
exchange and translation gains or losses included in operations amounted to a
$0.7 million loss for the year ended June 30, 1995, a $0.3 million loss for the
nine months ended June 30, 1994 and a $0.3 million gain for the three months
ended September 30, 1993.
FORWARD EXCHANGE CONTRACTS: At June 30, 1996 and 1995, the Company had forward
exchange contracts with maturities of less than one year, to exchange
predominantly European currencies for U.S. dollars in the amounts of $1.2
million and $12.9 million, respectively, in foreign currency. Market risk arises
from fluctuation of currency rates during the period that contracts are
outstanding.
LITIGATION: On October 27, 1994, Wang filed suit against FileNet Corporation
alleging the infringement of five Wang patents covering a wide range of imaging
and workflow technologies. A sixth imaging patent was subsequently added. Wang
is seeking damages and injunctive relief. The parties are currently engaged in
the discovery process. The trial is currently scheduled for calendar 1997.
On July 2, 1996, Wang filed suit against Watermark, a subsidiary of FileNet
Corporation, alleging the infringement of four Wang patents covering workflow
and imaging technologies. Wang is seeking damages and injunctive relief.
Prior to its filing for Chapter 11 protection, the Company was a defendant in a
number of other lawsuits arising from the conduct of its business. Substantially
all such suits were stayed while the Company operated under Chapter 11. Claims
in such suits relating to periods prior to the Company's filing under Chapter 11
are
48
<PAGE> 71
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE I (Continued)
being extinguished and, to the extent allowed, have been provided for under the
Reorganization Plan. Although the Company is not in a position to predict
accurately the results of specific matters, the Company does not currently
believe that its liability, if any, for all litigation will be material to the
Company's consolidated financial position or its results of operations.
NOTE J--FRESH-START REPORTING, REORGANIZATION AND RESTRUCTURING EXPENSES
FRESH-START REPORTING: At a hearing on September 20, 1993, the Company's
Reorganization Plan under Chapter 11 was confirmed by the United States
Bankruptcy Court for the District of Massachusetts (the "Court"). The formal
confirmation order was entered on September 21, 1993, and became effective on
September 30, 1993 (the "Confirmation Date"). The Reorganization Plan was
consummated on December 16, 1993 (the "Consummation Date").
As a result of the confirmation of the Reorganization Plan of Wang Laboratories,
Inc., the Company's predecessor Massachusetts corporation (the "Predecessor
Company"), the Company implemented fresh-start reporting as of September 30,
1993. Under the provisions of AICPA Statement of Position 90-7 ("SOP 90-7"),
"Financial Reporting by Entities in Reorganization under the Bankruptcy Code,"
the Company was required to adopt fresh-start reporting upon emergence from
Chapter 11 since the reorganization value ("approximate fair value") of the
assets of the Company immediately before confirmation of the Plan was less than
the total of all post-petition liabilities and allowed pre-petition claims, and
holders of the existing voting shares immediately before the confirmation of the
Plan would receive less than 50% of the voting shares of the emerging Company.
The Company's Consolidated Balance Sheet as of June 30, 1996 and June 30, 1995
was prepared as if the Company were a new reporting entity at September 30,
1993, and reflects certain reorganization adjustments that include the
restatement of assets and liabilities to approximate fair value and the
discharge of outstanding liabilities relating to creditors' claims against the
Company, which have been satisfied primarily by new common stock. The Statement
of Operations and the Statement of Cash Flows for the year ended June 30, 1996,
the year ended June 30, 1995 and the nine months ended June 30, 1994 incorporate
the effects of fresh-start reporting. However, the Statement of Operations and
the Statement of Cash Flows for the three months ended September 30, 1993 is
based on historical costs. Accordingly, the Company has presented the Statement
of Operations and Statement of Cash Flows for the nine months ended June 30,
1994 and the three months ended September 30, 1993, but has not presented a
Statement of Operations and Statement of Cash Flows for the twelve months ended
June 30, 1994. A vertical line has been drawn on the accompanying financial
statements to distinguish between the Reorganized Company and the Predecessor
Company.
Under the Reorganization Plan, 30 million shares of the Company's new Common
Stock were to be distributed to holders of unsecured claims against the
Predecessor Company, including debenture holders. Of the total shares to be
distributed, approximately 20 million shares were distributed as part of the
initial distribution and 7 million shares were distributed in March 1995 as a
second distribution. The balance of the shares, net of periodic distributions
for allowed claims, remains in a disputed claims reserve and is held by a
Disbursing Agent appointed under the Reorganization Plan. The Common Stock held
in the disputed claims reserve may not be voted until it has been distributed by
the Disbursing Agent. The initial and second distributions were based on the
then-current amount of allowed unsecured
49
<PAGE> 72
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE J (Continued)
claims and estimated disputed unsecured claims, which were approximately $938
million at the time of the initial distribution and $724 million at the second
distribution. Additional distributions are being made to holders of allowed
unsecured claims as either their claims are allowed, or as disputed claims are
disallowed. At the present time, the Company estimates that the final allowed
amount of unsecured claims will be in the $700 million to $725 million range.
RESTRUCTURING EXPENSES: The Company had taken a series of restructuring
initiatives from 1989 through 1994. These actions were taken in response to the
dramatic changes taking place in the computer and information technology
industry beginning in the mid-1980s. Rapid developments in microprocessor
technology have resulted in smaller, more powerful computers and systems that
were replacing mainframe and mini-computer systems. As customers became less
dependent on proprietary computer systems and software, they began to migrate to
open systems hardware and software. The Company had already initiated a strategy
to transition from its emphasis on proprietary systems and software to its new
focus as a provider of office productivity solutions. However, these industry
changes resulted, during 1989, in a first-time decline in the Company's total
product and service revenues. The Company undertook restructuring initiatives in
direct response to these conditions. These actions included workforce
reductions, realignment of the sales and service organization, consolidation of
certain operating facilities, and the discontinuation of operations not
considered part of the Company's strategic direction.
The need for continued change and downsizing, which eventually outpaced
available sources of cash during 1992, resulted in the need for the Company to
seek the relief of Chapter 11. The initiatives in 1993 and 1994 were taken to
further restructure the Company prior to its emergence from Chapter 11.
Periodically, the accruals related to the restructuring expenses are reviewed
and compared to their respective cash requirements. As a result of those
reviews, the accruals are adjusted for changes in cost and timing assumptions of
previously approved and recorded initiatives. Those adjustments, in the
aggregate, had no effect on operating income.
<TABLE>
The activity related to these restructuring actions through June 30, 1996, is
summarized in the following table (in millions):
<CAPTION>
Liabilities
Discharged at
September 30, Charges Charges
Charges to 1993 and Charges Utilized Utilized
Balance Operations Effects of Utilized and Other Balance and Other Balance
June 30, in 1993 Fresh-start in 1993 Adjustments June 30, Adjustments June 30,
1992 and 1994 Reporting and 1994 in 1995 1995 in 1996 1996
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Facilities $132.0 $ 2.8 $(30.4) $ (70.7) $(23.5) $10.2 $ (8.2) $2.0
Depreciable assets 78.3 67.8 (9.5) (121.7) (11.2) 3.7 (3.1) 0.6
Workforce-related 80.2 35.3 9.6 (99.7) (21.8) 3.6 (2.5) 1.1
Other 111.3 19.7 (9.4) (108.2) (7.0) 6.4 (4.5) 1.9
------ ------ ------ ------- ------ ----- ------ ----
Total $401.8 125.6 $(39.7) $(400.3) $(63.5) $23.9 $(18.3) $5.6
====== ====== ======= ====== ===== ====== ====
Realized gains on
related asset
sales (25.2)
Net provision $100.4
======
</TABLE>
50
<PAGE> 73
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE J (Continued)
<TABLE>
The June 30, 1996 and 1995 balances of the restructuring reserves are classified
as follows (in millions):
<CAPTION>
June 30, June 30,
1996 1995
-------- --------
<S> <C> <C>
Depreciable assets $0.6 $ 3.7
Accounts payable, accrued expenses
and other 3.6 14.8
Liabilities of businesses held for sale 0.2 1.0
Non-current liabilities 1.2 4.4
---- -----
$5.6 $23.9
==== =====
</TABLE>
Cash outlays to complete the balance of the Company's restructuring initiatives
are estimated to approximate $4 million in fiscal 1997 and $1 million in fiscal
1998. The cash outlays related to the facilities reserve are not expected to
extend beyond June 30, 1997, although they may be required earlier in the event
of any lease termination settlements. Workforce-related actions were completed
by September 30, 1994, although under certain circumstances the actual payment
of termination costs extended beyond that date.
The Company, after it had finalized a formal plan to restructure its operations,
recorded its restructuring charges and related reserves based upon the best
information available at the time. The facilities-related reserves for the
Company's excess manufacturing, sales and service, and other support facilities
were established to recognize the lower of the amount of the remaining lease
obligations, net of any sublease rentals, or the expected lease settlement
costs. These reserves are utilized only when the excess space has been vacated
and there are no plans to utilize the facility in the future. Depreciable
assets-related reserves were established to recognize, at net realizable value,
the disposal value of real estate, leasehold improvements, spares and other
productive assets no longer required. Workforce-related reserves, consisting
principally of severance costs, were established based on specific
identification of the number of employees to be terminated, their job
classifications or functions and their locations. Other asset-related reserves
were established principally to recognize a write-down in the value of certain
inventory, capitalized software and other assets directly related to the actions
taken by the Company to significantly curtail manufacturing and development
activities related to its proprietary hardware and software products.
The 1993 and 1994 restructuring provisions were offset by $25.2 million in gains
on the sale of non-strategic assets sold in connection with the Company's
Reorganization Plan. The restructuring provisions included $67.8 million for
depreciable asset write-downs, $35.3 million for employee termination costs,
$10.3 million for the disposal of certain sales and manufacturing subsidiaries,
$2.8 million for abandonment of facilities, and $9.4 million for various other
restructuring actions, including the write-down of other assets, such as
inventories and capitalized software. These restructuring charges were required
to further reduce the worldwide sales, manufacturing, finance and
administration, and research and development personnel to approximately 5,000
people. These personnel reductions resulted in significantly reduced
requirements for real estate and other facilities and in related write-downs in
depreciable assets. Included in asset write-downs were provisions for inventory
write-downs as a result of the reduced manufacturing requirements.
51
<PAGE> 74
WANG LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE J (Continued)
In December 1993, the Company sold a 70% interest in its New Zealand subsidiary
for net proceeds of $7.0 million. The loss on the sale was recorded as part of
the 1994 restructuring initiative.
On March 31, 1993, the Company sold the remaining approximately 70% interest in
its Taiwan manufacturing subsidiary, Wang Laboratories Taiwan Ltd., and a 51%
interest in Wang Industrial Company Ltd. ("WICL"), its Taiwan sales and
marketing subsidiary. In return for the ownership interests in the two
subsidiaries, the Company and other Company subsidiaries were relieved of
approximately $184 million in obligations to the Taiwan manufacturing and sales
subsidiaries. During fiscal 1995, the Company sold its remaining 49% interest in
WICL. Proceeds from the sale amounted to $13.4 million.
NOTE K--FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents,
forward exchange contracts, long- and short-term debt, warrants and preferred
stock. The carrying amounts reported in the balance sheets for cash and cash
equivalents, forward exchange contracts and long and short-term debt approximate
their fair value. The fair value of the Company's publicly traded warrants is
determined by the closing price on a nationally recognized exchange. The fair
value of the warrants was approximately $53.6 million and $49.7 million at June
30, 1996 and 1995, respectively.
The fair values of the Company's exchangeable Preferred Stock are estimated
using discounted cash flow analyses, based on the Company's current incremental
borrowing rate for similar borrowing arrangements. The carrying value of the
Company's Series A Preferred Stock approximates fair value at June 30, 1996 and
1995. The fair value of the Exchangeable Preferred Stock was estimated at $69.1
million at June 30, 1995.
NOTE L--SUBSEQUENT EVENTS
On August 29, 1996, the Company acquired I-NET, Inc. ("I-NET") for approximately
$165 million in cash and notes, plus assumed liabilities. Prior to the
transaction, the Company had an investment in I-NET of approximately $12
million. I-NET, a privately-held vendor-independent business, is a provider of
outsourced network and desktop management services. These services include
enterprise network integration and operations, network management, client/server
technologies, LAN/WAN communications, document management services and IT
outsourcing. I-NET generated revenues of approximately $327 million for the year
ended December 31, 1995. The Company is integrating I-NET with its existing
businesses. Integration-related costs associated with the acquisition will be
recorded in the first quarter of fiscal 1997 as part of a restructure charge to
operations totaling approximately $29 million.
On August 29, 1996, the Company also entered into a three-year Amended and
Restated Credit Facility (the "Facility") with a group of financial institutions
which provides for borrowings of up to $225.0 million. The Facility will be used
to replace the Company's existing credit facility, to finance a portion of the
purchase price of I-NET, to refinance existing I-NET borrowings and for general
corporate purposes.
52
<PAGE> 75
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
Quarterly Results of Operations (Unaudited)
(Dollars in millions except per share data)
September December March June
Three months ended 30, 31, 31, 30,
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year ended June 30, 1996
Revenues $264.2 $292.5 $265.0 $268.1
Costs 178.8 194.8 178.2 180.6
Expenses 68.5 76.3 69.5 70.1
Amortization of intangibles - acquisition
and fresh-start 10.4 11.0 10.7 11.2
Acquisition-related charges 27.2 -- -- --
------ ------ ------ ------
Operating income (loss) (20.7) 10.4 6.6 6.2
Interest and other (income) expense - net (2.0) (1.7) (1.8) (2.4)
Provision for income taxes 2.0 5.2 3.4 0.4
------ ------ ------ ------
Net income (loss) (20.7) 6.9 5.0 8.2
Dividends and accretion - preferred stock (3.4) (3.4) (12.2) (3.6)
------ ------ ------ ------
Net income (loss) applicable to
common stockholders $(24.1) $ 3.5 $ (7.2) $ 4.6
====== ====== ====== ======
Net income (loss) per share $(0.68) $ 0.09 $(0.20) $ 0.13
====== ====== ====== ======
<CAPTION>
September December March June
Three months ended 30, 31, 31, 30,
- -----------------------------------------------------------------------------------------------------
Year ended June 30, 1995
Revenues $192.4 $216.5 $253.3 $285.0
Costs 126.2 146.6 185.1 198.3
Expenses 58.0 56.4 73.3 73.8
Amortization of intangibles - acquisition
and fresh-start 6.6 6.6 8.9 9.9
Acquisition-related charges -- -- 64.2 --
------ ------ ------ ------
Operating income (loss) 1.6 6.9 (78.2) 3.0
Interest and other (income) expense - net (3.1) (1.9) (1.3) (2.7)
Provision (benefit) for income taxes 2.7 4.5 (3.6) --
------ ------ ------- ------
Net income (loss) 2.0 4.3 (73.3) 5.7
Dividends and accretion - preferred stock (2.0) (2.1) (2.1) (2.5)
------ ------ ------ ------
Net income (loss) applicable to
common stockholders $ -- $ 2.2 $(75.4) $ 3.2
====== ====== ====== ======
Net income (loss) per share $ -- $ 0.06 $(2.17) $ 0.09
====== ====== ====== ======
</TABLE>
53
<PAGE> 76
EXHIBIT D
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
SCHEDULE II - Valuation and Qualifying Accounts (in millions)
<CAPTION>
Additions
-----------------------------
Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts- Deductions- at End
DESCRIPTION of Period Expenses Describe Describe of Period
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended June 30, 1996:
Allowances for doubtful
accounts and sale credits $10.8 $0.6 $ -- $ 0.6(2) $10.8
Year ended June 30, 1995:
Allowances for doubtful
accounts and sale credits $ 4.4 $6.4 $ -- $ --(2) $10.8
Nine months ended
June 30, 1994:
Allowances for doubtful
accounts and sale credits $ -- $4.1 $0.4 $ 0.1(2) $ 4.4
Three months ended
September 30, 1993:
Allowances for doubtful
accounts and sale credits $30.3 $0.1 $ -- $30.4(1)(2) $ --
<FN>
(1) Includes $27.4 million adjustment as a result of the implementation of
fresh-start reporting.
(2) Accounts charges off, net of recoveries.
</TABLE>
<PAGE> 77
Exhibit No. Description
- ----------- -----------------------------------------------------------
2.1(1) The Amended and Restated Reorganization Plan of Wang
Laboratories, Inc. and Official Committee of Unsecured
Creditors dated September 30, 1993
3.1(2) Certificate of Incorporation
3.2(8) Certificate of Incorporation, as Amended
3.3(11) Certificate of Stock Designation with respect to the 4 1/2%
Series A Cumulative Convertible Preferred Stock
3.4(14) Certificate of Elimination of the Registrant's 11%
Exchangeable Preferred Stock
3.5(14) Certificate of Stock Designation with respect to the 6 1/2%
Series B Cumulative Convertible Preferred Stock
3.6(13) ByLaws of the Registrant
10.1(3) 1993 Directors' Stock Option Plan
10.2(4) Form of Contingent Severance Compensation Agreements with
Donald P. Casey, J.J. Van Vuuren, Albert A. Notini, William P.
Ferry, David I. Goulden, Bruce A. Ryan and James J. Hogan,
each an executive officer of the Company
10.3(5) Contingent Severance Compensation Agreement with Joseph M.
Tucci
10.4(6) Employment Agreement with William P. Ferry
10.5(6) Employment Agreement with James J. Hogan
10.6(3) Consulting Agreement of Raymond C. Kurzweil
10.7(5) Employee Retention Agreement with William P. Ferry
10.8(5) Employee Retention Agreement with James J. Hogan
10.9(5) Employment Agreement with Bruce A. Ryan
10.10(7) Stock Incentive Plan, as Amended
10.11(8) Contingent Severance Compensation, as Amended with Franklyn A.
Caine (Employment Agreement)
10.12(8) Employees' Stock Incentive Plan
10.13(8) 1995 Director Stock Option Plan
<PAGE> 78
Exhibit No. Description
- ----------- ------------------------------------------------------------
10.14(9) The Asset and Stock Purchase Agreement among Wang
Laboratories, Inc., Bull HN Information Systems, Inc., Bull
S.A. and, for certain purposes, Compagnie de Machines Bull
dated as of December 30, 1994 and a Credit Agreement among
Wang Laboratories, Inc., HFS, Inc. and certain lenders and
agents named therein and Banker's Trust Company dated January
30, 1995
10.15(10) Employment Agreement with Ronald A. Cuneo
10.16(11) Employment Agreement with Donald P. Casey, as Amended
10.17(11) Employment Agreement with Stephen G. Jerritts
10.18(12) Form of Contingent Severance Compensation Agreements with
Stephen G. Jerritts and Ronald E. Cuneo
10.19(12) Form of Amendment to Contingent Severance Compensation
Agreements with Joseph M. Tucci, Donald P. Casey, Albert A.
Notini, William P. Ferry, David I. Goulden, James J. Hogan,
Stephen G. Jerritts and Franklyn A. Caine, each an executive
officer of the Company
10.20(13) Non-Negotiable Secured Promissory Note, as Amended from Joseph
M. Tucci to the Registrant
10.21(13) Pledge Agreement, as Amended, from Joseph M. Tucci to the
Registrant
10.22(13) 1994 Employee's Stock Incentive Plan, as Amended
10.23(13) Employment Agreement with Robert K. Weiler
10.24(13) Contingent Severance Compensation Agreement with Robert K.
Weiler
10.25(13) Form of Amendment to Employment Letter Agreement for David I.
Goulden, William P. Ferry, Albert A. Notini and Franklyn A.
Caine
10.26(14) Form of Non-Qualified Long Term Incentive Option to Purchase
Shares of Common Stock for Messrs. Tucci, Caine, Casey, Cuneo,
Ferry, Goulden, Hogan, Jerritts, Notini, and Van Vuuren
10.27(14) Registration Rights Agreement 6 1/2% Cumulative Convertible
Preferred Stock
10.28(14) Employment Agreement of Jean M. Edwards
10.29(14) Contingent Severance Compensation Agreement with Jean M.
Edwards
<PAGE> 79
Exhibit No. Description
- ----------- -------------------------------------------------------------
10.30(15) Stock Purchase Agreement with respect to the Registrant's
acquisition of Dataserv Computer Maintenance, Inc. from
Dataserv, Inc., an indirect wholly-owned subsidiary of
BellSouth Corporation
10.31(16) Stock Purchase Agreement with respect to the Registrant's
acquisition of I-NET, Inc.
10.32(16) Amended and Restated Credit Agreement among the Company, Wang
Federal, Inc., Wang Canada Limited, I-NET, Inc., Dataserv
Computer Maintenance, Inc., certain Lenders, Co-Agents and a
Collateral Agent named therein, and Bankers Trust Company as
Agent and Issuing Bank dated as of August 29, 1996
10.33 Non-Qualified Option Agreement to Purchase Shares of Common
Stock for Robert K. Weiler
10.34 Employment Agreement of Joseph M. Tucci, as Amended
10.35 Employment Agreement of Lucy A. Flynn
11.1 Statements re Computation of per Share Earnings
12.1 Statements re Computation of Ratios
21.1 Subsidiaries of Registrant
23.1 Consent of Ernst & Young LLP
27 Financial Data Schedule
(1) Filed as an Exhibit to the Registrant's Registration Statement on Form
8-A (File No. 0-22470), filed on September 27, 1993.
(2) Filed as an Exhibit to the Registrant's Registration Statement on Form
S-8 (File No. 33-73210), filed on December 21, 1993.
(3) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1993.
(4) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1994.
(5) Filed as an Exhibit to the Registrant's Registration Statement on Form
S-1, as amended (File No. 33-81526) filed September 13, 1994.
(6) Filed as an Exhibit to the Registrant's annual report on Form 10-K for
the fiscal year ended June 30, 1994.
(7) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended September 30, 1994.
(8) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1995.
(9) Filed as an Exhibit to the Registrant's Current Report on Form 8-K dated
January 31, 1995.
<PAGE> 80
(10) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1995.
(11) Filed as an Exhibit to the Registrant's annual report on Form 10-K for
the fiscal year ending June 30, 1995.
(12) Filed as an Exhibit to the Registrant's report on Form 10-Q/A for the
quarter ended September 30, 1995.
(13) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1995.
(14) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1996.
(15) Filed as an Exhibit to the Registrant's Current Report on Form 8-K dated
May 3, 1996.
(16) Filed as an Exhibit to the Registrant's Current Report on Form 8-K dated
August 29, 1996.
<PAGE> 1
Exhibit 10.33
- -------------
NON-QUALIFIED OPTION TO PURCHASE SHARES OF COMMON STOCK
IN WITNESS OF the following stock option grant, the undersigned duly
authorized officer of Wang Laboratories, Inc. has hereunto set his hand in the
name and on behalf of said Corporation as of the date specified below.
WANG LABORATORIES, INC. DATE OF GRANT: December 4, 1995
(a Delaware Corporation) INSTRUMENT NUMBER:
EMPLOYEE NAME: Robert K. Weiler
EMPLOYEE NUMBER:
BY: ________________________________ DATE SIGNED: ___________________
Franklyn A. Caine
Executive Vice President and CFO
Wang Laboratories, Inc. (the "Corporation") hereby grants to you (the
"Employee"), an option (the "Option") to purchase all or any exercisable part of
200,000 shares of Common Stock, par value $.01 per share, of the Corporation
("Common Stock") at a price of $15.875 per share, on and after the dates in
Section 1 below, subject to the terms and conditions herein. Unless this Option
is terminated earlier pursuant to the provisions of this instrument, this Option
will expire on December 4, 2005 (the "Expiration Date"), and anything to the
contrary herein notwithstanding, this Option shall not be exercisable in any
part after such date (or, if such date is not a business day at the headquarters
of the Corporation, after the first such business day thereafter). This Option
is not intended to qualify as an "Incentive Stock Option" under applicable tax
laws. By the Employee's acceptance hereof, the Employee irrevocably and
unconditionally agrees that all the Employee's rights in connection with this
Option shall be governed in accordance with the terms of this Option instrument.
This Option is granted under the Employees' Stock Incentive Plan (the "Plan") of
the Corporation as approved by the stockholders of the Corporation on January
25, 1995 and as subsequently amended. In the event of any inconsistency between
the provisions of the Plan and this instrument, the terms of the Plan shall
prevail. Notices and communications hereunder shall be delivered by the Employee
to the Corporation at its principal place of business, and shall be mailed by
the Corporation to the Employee at the address in its records as the most recent
home address of the Employee. Notwithstanding anything to the contrary herein,
neither this Option nor the SWCO Exchange Right nor the SWBU Exchange Right
(both as defined below) (collectively the "Exchange Rights") may be exercised at
any time that the Employee would be barred from acquiring the Common Stock or
other Exchange Rights subject hereto under the provisions of the Corporation's
Certificate of Incorporation, or otherwise by law.
<TABLE>
1. EXERCISE SCHEDULE: This Option is exercisable as to the percentages
of the total number of shares or Exchange Rights, as the case may be, covered
hereby on and after the dates respectively indicated below until the Expiration
Date. No fractional shares may be provided.
<CAPTION>
PERCENTAGE OF
TOTAL SHARES EXERCISABLE DATES
------------ -----------------
<S> <C>
25% December 4, 1996
25% December 4, 1997
25% December 4, 1998
25% December 4, 1999
</TABLE>
<PAGE> 2
2. METHOD OF EXERCISE: This Option may be exercised by the Employee
only as specified herein. From time to time while this Option is exercisable,
the Employee may deliver to the Corporation a written subscription, signed by
the Employee, stating the number of shares being purchased. This shall be
accompanied by (a) payment for such shares in certified check, money order or
other payment acceptable to the Corporation and permitted under the Plan at such
time, (b) payment for all taxes, charges and all withholding amounts payable in
connection with the exercise and issuance and (c) such statement or other
evidence as the Corporation may require to ensure that the shares will not be
transferred by the Employee in violation of federal securities laws.
Certificates for the shares so purchased will be issued to the Employee upon the
completion by the Corporation of any steps required in connection therewith.
3. TERMS AND CONDITIONS:
(A) Unless otherwise terminated as provided herein, this Option will
terminate at the close of business on the 30th day (or, if such date is not a
business day at the headquarters of the Corporation, on the first such business
day thereafter) after the date the Employee ceases to be an employee of the
Corporation or one of its subsidiaries for any reason other than death,
retirement or permanent disability within the meaning of the Plan. In case of
dismissal for "cause," the Corporation may revoke all rights of the Employee to
purchase all shares or to exercise Exchange Rights subject hereto as have not
been issued or, in the case of Exchange Rights, which have not been exercised by
the Employee prior to the time of such revocation.
For the purpose of this Option, the term "cause" shall mean willful
misconduct by the Employee or willful failure to perform his or her
responsibilities in the best interests of the Company (including, without
limitation the material breach of any provision of the Company's Standards of
Ethics and Business Conduct Guide or the material breach by the Employee of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Employee and the
Company), as determined by the Company, which determination shall be conclusive.
(B) During the lifetime of the Employee, this Option may be exercised
only by the Employee. Except by will or by the laws of descent and distribution,
this Option and all rights granted hereunder may not be transferred, assigned,
pledged or hypothecated (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or other process. Upon the retirement of the
Employee within the meaning of the Plan, there will be no change in the exercise
schedule or other terms hereof. If the Employee should die or become permanently
disabled within the meaning of the Plan at a time when the Employee has the
right to purchase shares under this option instrument, the Exercise Schedule set
out above will be accelerated such that the full number of shares subject to
this Option not theretofore subscribed for will forthwith become available for
purchase, and the Employee (in case of disability) or his or her legal
representative (in either case) may exercise such purchase rights at any time
within one year from the date of the Employee's death or the Corporation's
determination of the Employee's permanent disability, as the case may be, but in
no event later than the Expiration Date. Nothing with respect to the terms of
this instrument guarantees continued employment for any specific period of time.
(C) Any provision herein to the contrary notwithstanding, in the case
of (i) a merger or consolidation to which the Corporation is a party and
following which the stockholders of the Corporation prior to such merger or
consolidation do not have the voting power to elect a majority of the members of
the Board of Directors of the resulting entity resulting from such merger or
consolidation; (ii) any 'person' (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act of 1934, as amended), becoming the beneficial
owner, directly or indirectly, of more than 50% of any class of common stock of
the Corporation, or of shares having more than 50% of the aggregate voting power
of the Corporation's capital stock; (iii) a sale or transfer of substantially
all of the assets
2
<PAGE> 3
of the Corporation; (iv) a liquidation or reorganization of the Corporation or
(v) during any period of two consecutive years or less beginning after December
1993, individuals who at the beginning of such period are members of the Board
of Directors and any new director(s) (other than directors designated by a
person who has entered into an agreement with the Corporation to effect a
transaction of the type described in clauses (i) through (iv) above) whose
election by the Board of Directors or nomination for election by the
stockholders was approved by a vote of at least two-thirds of the directors
still in office who satisfy this test, cease for any reason to constitute a
majority of the Board of Directors, the Corporation shall give written notice of
such event, mailed to the Employee at least twenty days prior to the event
(except in the event of subsection (ii), in which case the Company will notify
the Employee as soon as possible thereafter), and the Exercise schedule set out
above will be accelerated such that the full number of shares subject to this
Option not theretofore subscribed for shall forthwith become available for
purchase. The Employee shall then be entitled to purchase, subject to the
consummation of such transaction, all or any part of such shares by subscription
in accordance with Paragraph 2 above, delivered to the Corporation within
fifteen days of the date of such notice. This Option will terminate as to any
shares not subscribed for at the expiration of such fifteen-day period.
Immediately prior to the consummation of such transaction, certificates for the
shares so subscribed for will be issued. If such transaction is not consummated,
the Corporation shall forthwith return to the Employee all funds and other
documents provided by the Employee in connection with the exercise of this
Option under this paragraph, and this Option shall be reinstated as to all of
the terms hereof as if the proposed transaction had not been contemplated.
(D) Any claim or dispute that may arise under or as a result of, or
pursuant to, this Option shall be submitted to and determined by the
Corporation, in its sole judgment, and any decision made by it shall be final
and conclusive for all purposes, and binding on the Employee and any other
parties claiming an interest herein.
4. ADJUSTMENT OF NUMBER OF SHARES COVERED BY OPTION: If the Corporation
shall effect a consolidation of shares or a stock dividend and the Corporation
shall determine that an equitable adjustment is required hereto as a result,
then the Corporation shall make such equitable adjustment in the terms of this
Option (for example a proportionate increase or decrease in the number of shares
remaining subject to this Option and a corresponding decrease or increase in the
exercise price) as the Corporation determines to be appropriate. The Corporation
shall determine when and in what measures such adjustments will be made, and may
exclude adjustments it determines to be de minimus.
5. SWCO EXCHANGE RIGHT: In the event that the Corporation successfully
completes a sale to the public of the common stock of the subsidiary, whether
currently owned or subsequently acquired or incorporated, that the Company
designates to hold and operate the Company's open image and workflow software
business ("SWCO"), which sale is incident to a registration statement under the
Securities Act of 1933, as amended, for a firm underwritten public offering
(other than a registration on Form S-8 or registration related solely to
employee shares) (a "Qualifying IPO"), you may elect to exchange all, or less
than all as provided in subparagraph B hereof, of the unvested Option, if any,
and any other unvested grants of or rights to purchase Common Stock
(collectively, "Your Unvested Wang Options") for an option to purchase SWCO
common stock (the "SWCO Option") as follows:
(A) At least ten (10) days before filing of a Registration Statement on
Form S-1 for the purposes of a Qualifying IPO, you may make a one time election
to exchange some or all of Your Unvested Wang Options for a SWCO Option to
purchase a number of shares of the common stock of SWCO up to a maximum of 2% of
the total of shares expected to be issued and outstanding immediately following
the completion of the Qualifying IPO ("Outstanding SWCO Shares"). The exercise
price for the SWCO Option shall be calculated as follows: The amount of
120,000,000 will be divided by the Outstanding SWCO Shares.
3
<PAGE> 4
For example, if the number of Outstanding SWCO Shares is 10,000,000, the $12.00
exercise price would be calculated as follows:
120,000,000 = 12
-----------
10,000,000
If the Qualifying IPO does not close within three (3) months of your election,
then, at your option, the election to receive a SWCO Option will revert to Your
Unvested Wang Options.
(B) You may elect to exchange less than all of Your Unvested Wang
Options for SWCO options, in which case you will receive that percentage of the
SWCO Option as is equal to the percentage of Your Unvested Wang Options which
are exchanged. For example, if you elect to exchange 50% of Your Unvested Wang
Options, you will receive a SWCO Option equal to 1% of the number of Outstanding
SWCO Shares.
(C) The SWCO Option, which will be subject to the terms of a SWCO grant
instrument to be adopted and approved by SWCO, shall vest and may be exercised
on the same dates and be subject to the same terms and conditions set forth in
Sections 3 above, as Your Unvested Wang Options for which they are exchanged.
(D) This SWCO Option will expire on December 4, 1999.
6. SWBU EXCHANGE RIGHT: In the event that the Company does not complete
a Qualifying IPO, you may, by written notification to the Company, make a one
time election, no sooner than eighteen (18) months after the Hire Date (as such
is defined in your offer of employment), but no later than December 4, 1999
("Exchange Period"), to exchange some or all Your Unvested Wang Options for the
right to receive cash payments over time reflecting the increase in the value of
Wang's Software Business Unit (the "SWBU Rights") as follows:
(A) You may elect to exchange all of Your Unvested Wang Options for
SWBU Rights in an aggregate amount equal to two (2%) percent of the Value
Increase, as defined below, of Wang's Software Business Unit.
(B) If you elect to exchange only a portion of Your Unvested Wang
Options for SWBU Rights, you will obtain a right to receive that percentage of
the Value Increase which is equal to the percentage of your Unvested Wang
Options which are exchanged. For example, if you elect to exchange 50% of Your
Unvested Wang Options, you will receive a SWBU Right equal to 1% of the Value
Increase.
(C) The SWBU Rights shall vest and be exerciseable over the same period
as Your Unvested Wang Options for which they were exchanged and shall be subject
to the same terms and conditions set forth in Section 3 above as Your Unvested
Wang Options. Notwithstanding the foregoing, you shall not have the right to
elect to exchange Your Unvested Wang Options or receive payment of any SWBU
Rights in any fiscal year in which the operating profit for the Software
Business Unit, as determined by the Company, is less than ten (10%) percent of
the Revenue, as defined in Section 6(D) below, ("Operating Profit Condition").
In the event that a SWBU Right payment is not made for any fiscal year due to
the Operating Profit Condition, then such SWBU Right payment will be deferred
until the first fiscal year thereafter when the Operating Profit Condition is
satisfied.
(D) "Value Increase" means (i) (X) the amount by which the actual open
software license and related maintenance revenue, as determined by the Company,
("Revenue") for the Software
4
<PAGE> 5
Business Unit exceeds Forty Million Dollars ($40,000,000) for the four (4) most
recently completed fiscal quarters prior to the date on which the right to
exchange Your Unvested Wang Options for SWBU Rights is elected; (Y) multiplied
by three (3), (ii) less the total purchase price paid for business(es) to be
included in the Software Business Unit acquired by the Company after the Hire
Date.
(E) Payment pursuant to the SWBU Rights shall be made in accordance
with the vesting schedule attributable to the SWBU Rights, but in no event
earlier than ninety (90) days after the end of the Fiscal Year in which the
election takes place.
Accepted pursuant to the terms set forth above,
/s/ Robert K. Weiler
- -------------------------
Robert K. Weiler
5
<PAGE> 1
Exhibit 10.34
- -------------
May 29, 1996
Mr. Joseph M. Tucci
10 Mountain Laurel Drive
Unit No. 604
Nashua, NH 03060
RE: Amendment to March 9, 1993 Agreement, as amended
Dear Joe:
This letter constitutes a fourth amendment to the March 9, 1993 letter
agreement between Wang Laboratories, Inc. ("WLI") and you relative to your
employment by WLI as its Chief Executive Officer and Chairman of the Board of
Directors (the "Employment Letter"), as amended most recently on November 14,
1995. WLI has agreed with you that the Employment Letter is amended as follows:
1. Paragraph 1 of the Employment Letter is hereby amended to delete the
words "and end on January 31, 1996 (the "Termination Date")."
2. Paragraph 2(b)(ii) of the Employment Letter is hereby amended to delete
from the 4th through the 9th lines thereof the words "[I]n the event
that the term of this employment agreement is not extended beyond the
Termination Date, the bonus for the period from July 1, 1995 to January
31, 1996, shall be targeted proportionately."
3. Paragraph 1 of the first amendment to the Employment Letter, dated June
22, 1994, is hereby deleted in its entirety.
4. Paragraph 6 of the second amendment to the Employment Letter, dated
April 26, 1995, which replaced and superseded Paragraph 6 of the
Employment Letter, is hereby amended to delete from the third line
thereof the words "prior to the Termination Date."
The Employment Letter is hereby ratified and confirmed, except as
expressly modified herein.
WANG LABORATORIES, INC.
By: /s/ Paul E. Tsongas
-------------------------------------
Paul E. Tsongas, Chairman
Organization, Compensation
and Nominating Committee
Agreed to:
/s/ Joseph M. Tucci
- -----------------------------
Joseph M. Tucci
<PAGE> 1
Exhibit 10.35
- -------------
Duplicate Original No. _________
June 12, 1996
Ms. Lucy A. Flynn
371 Main St.
Winchester, MA 01890
Dear Lucy:
This letter sets forth the details of your continued employment with
Wang Laboratories, Inc. ("Wang" or the "Company") and supersedes and cancels any
prior employment agreements and/or arrangements you may have entered into with
Wang except for Wang's Standard Employment Agreement signed by you on March 29,
1996, and attached hereto as Attachment 1. The Company agrees to employ you, and
you agree to remain in the employ of the Company, upon the following terms and
conditions.
1. POSITION
--------
You will be employed as a Senior Vice President, Corporate
Communications, of Wang, effective as of June 15, 1996 ("Transition Date ").
Until such Transition Date, you will continue to be employed under the terms of
the offer of employment letter signed by you on March 29, 1996.
2. TERM
----
The terms and conditions of this letter will cover a two (2)-year period
beginning as of the Transition Date, unless otherwise terminated as provided in
paragraph 4, below, in which case you shall be entitled to the salary and
benefits described in paragraph 4.
3. COMPENSATION AND BENEFITS; EMPLOYMENT STATUS
--------------------------------------------
(a) YEARLY PAYMENTS
---------------
Your initial yearly base salary will be $145,000 (payable semi-monthly)
and you will be eligible as of July 1, 1996 to participate in an annualized
fiscal year bonus plan targeted at 30% of your base salary, depending on your
performance against the objectives specified in the plan. Your salary and bonus
will be reviewed yearly for possible upward adjustments at the discretion of the
Company.
(b) STOCK INCENTIVES
----------------
Subject to final approval by the Organization, Compensation and
Nominating Committee (the "Committee") of the Board of Directors of Wang, you
will be eligible to participate in the Company's Employees' Stock Incentive Plan
initially with a grant
<PAGE> 2
of 15,000 options for Wang Common Stock, which options shall vest in equal
installments over a three (3)-year period, the first installment vesting on the
one (1)-year anniversary of your Transition Date, and the second and third
installments on each anniversary year thereafter. The exercise price for such
options will be based on the fair market value on the day the grant is approved
by the Committee or on your Transition Date, whichever is later. On an ongoing
basis you will be eligible to participate in the Company's Employees' Stock
Incentive Plan at a level consistent with your position, the program's terms and
conditions and your performance, subject to the approval of the Committee. Upon
any Sale or Merger of the Company, any unexercised rights under your option
contract(s) will become exercisable under the terms and conditions contained in
the applicable Employees' Stock Incentive Plan.
(c) OTHER PROVISIONS
----------------
(i) The Company will provide health, dental and disability coverage to
you in accordance with existing Company plans available to all employees
generally. You are eligible to participate in Wang's Retirement Savings Plan
effective as of your Transition Date. The Company will provide term life
insurance to you based on your insurability in the amount of five times your
base salary plus target bonus (30% of base salary) compensation. You will also
receive the Company's standard vacation, sick time and personal holiday
benefits.
(ii) Your eligibility for future salary increases, bonuses and stock
incentives, and initial and future benefits shall be pursuant to the same terms
and conditions as those applicable to other similarly situated employees of the
Company. You will also be eligible for all other perquisites that are or may be
made available to other similarly situated employees of the Company from time to
time.
(iii) During your employment, the Company will pay you a monthly
automobile allowance of $585.00 per month. In connection therewith, you may
elect one of two options:
Option 1: Wang will pay the automobile insurance premium for one
automobile if the automobile is leased through the Wang
automobile lease program.
Option 2: You may lease or buy an automobile in your own personal
name (and not through the Wang automobile lease program),
in which case Wang will not pay the automobile insurance
premium in connection with such an arrangement.
(iv) During your employment, the Company will also reimburse you, at
regular intervals and in accordance with Company policy, for all business
travel, telephone and out-of-pocket expenses incurred by you in the performance
of your duties as an employee of the Company.
2
<PAGE> 3
(v) At the end of the two (2)-year period described in this letter, your
employment status will be at-will, meaning that your employment at Wang will be
for an indefinite period of time and will be terminable at any time, with or
without cause being shown, by either you or the Company. Therefore, unless this
Agreement is extended in writing, the terms and conditions contained in
paragraph 4 of this offer letter will conclude at the end of this two (2)-year
period and the original, unmodified terms of paragraph 6 of the enclosed,
presently modified standard Wang Employment Agreement, will be in full force and
effect. All other terms and conditions of this offer letter will remain in
effect after the two (2)-year period, subject to Wang's right to review them and
make adjustments as appropriate. Wang agrees to meet with you to discuss the
extension of this Agreement in writing and on mutually acceptable terms not
earlier than nine (9) to twelve (12) months prior to the expiration of the two
(2)-year period described in this letter.
4. TERMINATION/SEVERANCE COMPENSATION AND BENEFITS
-----------------------------------------------
In the event that your employment with the Company is involuntarily
terminated other than "for cause" (a term which includes but is not limited to
the standards set forth in Wang's Standards of Ethics and Business Conduct
booklet) or because of your death or substantial inability to work, Wang will
pay you, semi-monthly, a twelve (12)-month salary continuance equal to your then
base salary plus the target contained in your bonus plan. During this twelve
(12)-month salary continuance period, Wang will also continue to make available
health and dental (but no other) benefits to you at no cost.
In the event you become employed at any time during the twelve
(12)-month salary continuance period, all remaining salary continuance payments
(and health and dental insurance coverage premium payments) shall terminate as
of your date of hire by your new employer, except to the extent that the total
annual compensation for your new employment is less than the total of your
remaining salary continuance payments and, in such event, the Company shall only
pay that amount equal to the difference.
5. NO CONFLICTS OF INTEREST
------------------------
By signing this letter, you represent that you are not subject to any
restrictions, particularly, but without limitation, in connection with any
previous employment, which prevent you from entering into and performing your
obligations under this letter or which materially and adversely affect (or may
in the future, so far as you can reasonably foresee, materially and adversely
affect), your right to participate in the affairs of the Company.
3
<PAGE> 4
6. STANDARDS OF ETHICS AND BUSINESS CONDUCT
----------------------------------------
You will continue to be required to comply with Wang's Standards of
Ethics and Business Conduct.
7. CONFIDENTIALITY
---------------
By our signatures below, we agree to treat the details of this letter
with utmost confidentiality and that we will not disclose them to any third
parties except your immediate family, our respective financial and/or legal
advisors, and such Wang personnel and/or agents as have a need to know this
information for business purposes and as may otherwise be required by law.
Sincerely,
/s/ Joseph M. Tucci
-------------------------------------
Joseph M. Tucci
Chairman and Chief Executive Officer
Enclosure: Standard Employment Agreement (as presently modified)
ACCEPTED AND AGREED TO:
/s/ Lucy A. Flynn 6/12/96
- --------------------------------------- -------------------------
Name: Lucy A. Flynn Date
4
<PAGE> 1
Wang Laboratories, Inc. and Subsidiaries
<TABLE>
EXHIBIT 11.1 - COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Year Ended Year Ended
June 30, 1996 June 30, 1995(1)
---------------------- ------------------------
Primary Fully Diluted Primary Fully Diluted
------- ------------- ------- -------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Average shares of Common
Stock outstanding 36,306 36,306 34,233 34,233
Common equivalent shares for
stock options -- -- -- --
-------- -------- -------- --------
36,306 36,306 34,233 34,233
======== ======== ======== ========
Net income(loss) $ (607) $ (607) $(61,256) $(61,256)
Accretion and dividends on
Preferred Stock (22,648) (22,648) (8,710) (8,710)
-------- --------- -------- --------
$(23,255) $(23,255) $(66,966) $(66,966)
======== ======== ======== ========
Net income(loss) per share $ (0.64) $ (0.64) $ (2.04) $ (2.04)
======== ======== ======== ========
<FN>
(1) Restated to include Avail Systems Corporation, which was acquired on
December 18, 1995, and accounted for using the pooling of interests
method.
</TABLE>
<PAGE> 1
WANG LABORATORIES, INC. AND SUBSIDIARIES
<TABLE>
EXHIBIT 12.1 - CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions except ratios)
<CAPTION>
Reorganized Company Predecessor Company
-------------------------------------------- ----------------------------------------------
Year Year Nine months Three months For the year ended June 30,
ended June 30, ended June 30, ended June 30, ended September 30, ---------------------------
1996 1995 1994 1993 1993 1992 1991
--------------- ----------- ------------ --------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FIXED CHARGES
Interest expense $ 5.1 $ 3.7 $ 3.5 $ 1.2 $ 15.0 $ 44.6 $ 44.0
Portion of ent expense
representative of interest 9.4 5.9 5.6 2.7 9.7 19.1 33.5
------ ------ ----- ------ ------ ------- -------
14.5 9.6 9.1 3.9 24.7 63.7 77.5
Preferred dividend requirement 37.7 14.5 8.7 -- -- -- --
------ ------ ----- ------ ------ ------- -------
Combined fixed charges and
preferred dividend $ 52.2 $24.1 $17.8 $ 3.9 $ 24.7 $63.7 $ 77.5
====== ====== ===== ====== ====== ======= =======
EARNINGS
Income (loss) from continuing
operations before income
taxes, discontinued operations,
fresh-start reporting adjustment
and extraordinary item $ 10.4(1) $(57.7)(2) $20.4 $(22.6) $(197.2) $(346.5) $(368.8)
Fixed charges per above 14.5 9.6 9.1 3.9 24.7 63.7 77.5
------ ------ ----- ------ ------- ------- -------
$ 24.9 $(48.1) $29.5 $(18.7) $(172.5) $(282.8) $(291.3)
====== ====== ===== ====== ======= ======= =======
Ratio of earnings to combined
fixed charges and preferred dividends -- -- 1.7 -- -- -- --
====== ====== ===== ====== ======= ======= =======
Coverage deficiency $(27.3) $(48.1)(2) -- $(18.7) $(172.5) $(282.8) $(291.3)
====== ====== ===== ====== ======= ======= =======
<FN>
(1) Includes $27.2 million of acquisition-related charges
(2) Includes $64.2 million provision for integration-related costs and other
charges. Restated to include Avail Systems Corporation which was acquired
December 18, 1995 and accounted for using the pooling of interests method.
</TABLE>
<PAGE> 1
EXHIBIT 21.1
WANG LABORATORIES, INC.
-----------------------
SUBSIDIARIES
------------
Wang Export Services, Inc. (branch office) - Argentina
Wang Australia Pty. Limited - Australia
Wang Imports (Australia) Pty. Limited - Australia
Wang Information Systems Australia Pty. Ltd. - Australia
Wang Information Wholesale Pty. Ltd. - Australia
Wang Europe S.A./N.V. - Belgium
Wang Insurance Service, Ltd. - Bermuda
Wang Canada Limited - Canada
Wang Export Services, Inc. (branch office) - Chile
Financial Service International, Inc. - Delaware
WDM, Inc. - Delaware
Wang Software Storage Management Group, Inc. - Delaware
Wang Federal, Inc. - Delaware
Wang Laboratories Puerto Rico, Inc. - Delaware
Wang Healthcare Information Systems, Inc. - Delaware
Wang France S.A. - France
Wang Software Services Europe - France
Wang Deutschland GmbH - Germany
HFS GmbH - Germany
Wang Computer China Limited - Hong Kong
Wang Pacific Limited - Hong Kong
International Insurance Service Limited - Ireland
Wang Ireland Limited - Ireland
Wang Italia S.p.A. - Italy
Nihon Wang K.K.- Japan
Wang Computer Korea, Ltd. - Korea
I-NET, Inc. - Maryland
Enterprise Solutions Sdn Bhd - Malaysia
Applied Data Systems, Inc. - Massachusetts
One Executive Drive, Inc. - Massachusetts
Wang Credit Corporation - Massachusetts
Wang Development & Investment Corporation - Massachusetts
Wang Information Services Corp. - Massachusetts
Wang International Holding, Inc. - Massachusetts
Wang Pacific Investment Company, Limited - Massachusetts
Wang Personal Computer Systems, Inc.- Massachusetts
Wang Services, Inc. - Massachusetts
Wang de Mexico, S. A. de C. V. - Mexico
Wang Servicios, S.A. de C.V. - Mexico
Dataserv Computer Maintenance, Inc. - Minnesota
Wang Nederland B.V. - Netherlands
Wang Laboratories Ireland B.V. - Netherlands
Technology Insurance Company, Inc. - New Hampshire
Wang Software N.Y., Inc. - New York
BHN Information Systems New Zealand Limited - New Zealand
Wang Computadoras, Inc. - Puerto Rico
Wang Computers (Private) Limited - Singapore
<PAGE> 2
-2-
Enterprise Solutions Pte. Ltd. - Singapore
Wang Espana, S.A. - Spain
Wang Svenska AB - Sweden
Wang (Schweiz) AG - Switzerland
Recordskill Limited - United Kingdom
Wang (UK) Limited - United Kingdom
Wang Holdings Limited - United Kingdom
BISS Ltd. - United Kingdom
I-NET (Europe) Ltd. - United Kingdom
Wang Latin America S.A. - Venezuela
I-NET Corporation de Venezuela, C.A. - Venezuela
Surety Acceptance Corporation - Vermont
Wang Communications, Inc. - Virginia
<PAGE> 1
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-73210), pertaining to the Company's Stock Incentive Plan, 1993
Employees' Stock Grant Plan, Employees' Stock Purchase Plan and Senior
Management Stock Distribution Plan, the Registration Statement (Form S-8 No.
33-75350), pertaining to the Company's 1993 Directors' Stock Option Plan, the
Registration Statement (Form S-8 No. 33-89910), pertaining to the Company's
1995 Director Stock Option Plan, the Registration Statement (Form S-8 No.
33-88912), pertaining to the Company's Employees' Stock Incentive Plan, the
Registration Statement (Form S-8 No. 33-89914), pertaining to the Company's
1995 Employees' Stock Purchase Plan, the Registration Statement (Form S-8 No.
333-01333), pertaining to the Company's Employees' Stock Incentive Plan, the
Registration Statement (Form S-8 No. 333-01335), pertaining to the Avail
Systems Corporation 1991 Incentive Stock Plan, the Registration Statement (Form
S-3 No. 33-58717) of Wang Laboratories, Inc. and the related Prospectus, the
Registration Statement (Form S-3 No. 333-03879) of Wang Laboratories, Inc. and
the related Prospectus, and the Registration Statement (Form S-3 No. 333-06611)
of Wang Laboratories, Inc. and the related Prospectus of our report dated July
24, 1996 except for Note L, as to which the date is August 29, 1996, with
respect to the consolidated financial statements and schedule of Wang
Laboratories, Inc. included in the Annual Report (Form 10-K) for the year ended
June 30, 1996.
ERNST & YOUNG LLP
Boston, Massachusetts
September 24, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET; CONSOLIDATED STATEMENT OF OPERATIONS; NOTE C - OTHER
BALANCE SHEET INFORMATION; SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND
EXHIBIT 11.1 - COMPUTATION OF EARNINGS PER SHARE AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR THE YEAR ENDED JUNE 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 175,300
<SECURITIES> 0
<RECEIVABLES> 204,900
<ALLOWANCES> 10,800
<INVENTORY> 19,900
<CURRENT-ASSETS> 438,000
<PP&E> 228,900<F1>
<DEPRECIATION> 91,600<F1>
<TOTAL-ASSETS> 864,100
<CURRENT-LIABILITIES> 355,200
<BONDS> 21,900<F2>
<COMMON> 400
84,800
138,300
<OTHER-SE> 208,000
<TOTAL-LIABILITY-AND-EQUITY> 864,100
<SALES> 368,900
<TOTAL-REVENUES> 1,089,800
<CGS> 235,000
<TOTAL-COSTS> 732,400
<OTHER-EXPENSES> 104,200<F3>
<LOSS-PROVISION> 600
<INTEREST-EXPENSE> 5,100
<INCOME-PRETAX> 10,400
<INCOME-TAX> 11,000
<INCOME-CONTINUING> (600)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (600)
<EPS-PRIMARY> (0.64)
<EPS-DILUTED> (0.64)
<FN>
<F1>PP&E COST AND ACCUMULATED DEPRECIATION INCLUDE CAPITALIZED NON-CONSUMABLE
SPARES INVENTORY.
<F2>BONDS, MORTGAGES AND DEBT IS COMPRISED OF BORROWINGS DUE WITHIN ONE YEAR AND
LONG-TERM DEBT.
<F3>OTHER COSTS AND EXPENSES INCLUDES $27.2 MILLION OF ACQUISITION-RELATED CHARGES
PERTAINING TO THE JULY 21, 1995 ACQUISITION OF SIGMA IMAGING SYSTEMS, INC.
</FN>
</TABLE>
