<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________
to _________________________
Commission File Number: 0-26507
SHOWCASE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1628214
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4115 Highway 52 North, Suite 300
Rochester, Minnesota 55901-0144
(Address of principal executive offices) (Zip Code)
(507) 288-5922
(Registrants's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
10,464,593 Common Shares as of January 31, 2000.
<PAGE>
Table of Contents
SHOWCASE CORPORATION AND SUBSIDIARIES
Report on Form 10-Q
for period ended
December 31, 1999
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations for the three and
nine months ended December 31, 1999 and 1998 ............. 2
Consolidated Balance Sheets as of December 31, 1999
and March 31, 1999 ....................................... 3
Consolidated Statements of Cash Flows for the nine
months ended December 31, 1999 and 1998 .................. 4
Notes to Consolidated Financial Statements ................ 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................... 7
Item 3. Quantitative and Qualitative Disclosure About
Market Risks ............................................. 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................... 12
Item 2. Changes in Securities and Use of Proceeds ................. 13
Item 3. Defaults upon Senior Securities ........................... 13
Item 4. Submission of Matters to a Vote of Security Holders ....... 13
Item 5. Other Information ......................................... 13
Item 6. Exhibits and Reports on Form 8-K .......................... 13
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
------------------- --------------------
1999 1998 1999 1998
------- ------ ------ ------
<S> <C> <C> <C> <C>
Revenues:
License fees ................................. $ 4,990 $ 5,834 $15,082 $15,077
Maintenance and support ...................... 3,456 2,776 9,963 7,302
Professional service fees .................... 1,201 933 3,613 2,883
------- ------- ------- -------
Total revenues ............................. 9,647 9,543 28,658 25,262
------- ------- ------- -------
Cost of revenues:
License fees ................................. 985 1,077 2,820 2,894
Maintenance and support ...................... 855 658 2,432 1,828
Professional service fees .................... 1,199 805 3,342 1,995
------- ------- ------- -------
Total cost of revenues ..................... 3,039 2,540 8,594 6,717
------- ------- ------- -------
Gross margin ................................... 6,608 7,003 20,064 18,545
------- ------- ------- -------
Operating expenses:
Sales and marketing .......................... 5,691 4,958 16,199 13,723
Product development .......................... 1,457 1,038 3,866 3,236
General and administrative ................... 1,160 855 3,238 2,339
------- ------- ------- -------
Total operating expenses ................... 8,308 6,851 23,303 19,298
------- ------- ------- -------
Operating income (loss) ........................ (1,700) 152 (3,239) (753)
------- ------- ------- -------
Other income (expense), net:
Interest expenses ............................ (4) (37) (15) (139)
Interest income .............................. 396 57 867 186
Other income (expense), net .................. 3 3 3 7
------- ------- ------- -------
Total other income (expense),
net ....................................... 395 23 855 54
------- ------- ------- -------
Net income (loss) before income
taxes ......................................... (1,305) 175 (2,384) (699)
Income taxes ................................... 200 50 500 135
------- ------- ------- -------
Net income (loss) .............................. $(1,525) $ 125 $(2,884) $ (834)
------- ------- ------- -------
Other comprehensive income (loss):
Foreign currency translation
adjustment .................................. 26 (12) 54 (15)
Unrealized holding gain (loss)
on securities ............................... 206 (147) 279 (123)
------- ------- ------- -------
Comprehensive income (loss) .................... $(1,273) $ (34) $(2,551) $ (972)
======= ======= ======= =======
Net income (loss) per share:
Basic ........................................ $ (0.15) $ 0.03 $ (0.35) $ (0.19)
======= ======= ======= =======
Diluted ...................................... $ (0.15) $ 0.02 $ (0.35) $ (0.19)
======= ======= ======= =======
Weighted average shares outstanding
computing basic net income
(loss) per share .............................. 10,368 4,348 8,354 4,345
Weighted average shares outstanding
used in computing diluted net
income (loss) per share ....................... 10,368 6,906 8,354 4,346
</TABLE>
See accompanying notes to consolidated financial statements
-2-
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
December 31, March 31,
1999 1999
----------- ---------
<S> <C> <C>
Assets
Current Assets:
Cash ........................................................... $ 4,042 $ 8,900
Marketable securities .......................................... 26,198 139
Accounts receivable, net ....................................... 8,773 7,070
Prepaid expenses and other current assets ...................... 746 1,059
Income taxes receivable ........................................ 321 --
Deferred income taxes .......................................... 220 550
------- -------
Total current assets ....................................... 40,300 17,718
------- -------
Property and equipment, net ...................................... 2,259 2,092
Goodwill, net of accumulated amortization ........................ 71 116
------- -------
Total assets ............................................... $42,630 $19,926
======= =======
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ............................................... $ 824 $ 1,373
Accrued liabilities ............................................ 4,598 4,121
Current portion of long-term debt .............................. 4 5
Current portion of obligations under capital leases ............ 107 127
Income taxes payable ........................................... 47 295
Deferred revenue ............................................... 11,629 10,800
------- -------
Total current liabilities .................................. 17,209 16,721
------- -------
Deferred revenue, less current portion ........................... 852 846
Long-term debt, less current portion ............................. -- 2
Capital lease obligations, less current portion .................. -- 85
------- -------
Total liabilities .......................................... 18,061 17,654
------- -------
Stockholders' equity:
Series A convertible preferred stock; $.01 par
value; 473,757 shares authorized, issued, and
outstanding, total liquidation preference of $2,400 ........... -- 5
Series B convertible preferred stock; $.01 par value;
1,777,500 shares authorized, 875,000 issued and
outstanding, total liquidation preference of $3,500 ........... -- 9
Common stock, $.01 par value, 50,000,000 and 10,000,000
shares authorized, 10,449,188 and 4,502,867 shares
issued and outstanding ........................................ 104 45
Additional paid-in capital ..................................... 31,388 6,452
Accumulated other comprehensive income:
Cumulative translation adjustment ............................ 101 47
Unrealized holding gain (loss) on securities ................. 98 (181)
Deferred compensation .......................................... (455) (322)
Accumulated deficit ............................................ (6,667) (3,783)
------- -------
Total stockholders' equity ................................. 24,569 2,272
------- -------
Total liabilities and stockholders' equity.................. $42,630 $19,926
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
-3-
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
December 31,
----------------------
1999 1998
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss ....................................................... $ (2,884) $ (834)
Adjustments to reconcile net loss
to cash provided by (used in) operating activities:
Depreciation and amortization ................................ 533 655
Provision for returns and doubtful
accounts, net of returns and writeoffs....................... (90) 45
Deferred income taxes ........................................ 330 --
Deferred compensation amortization and expense related to
cashless exercise of warrants ............................... 158 22
Loss on the disposal of property and equipment ............... 6 --
Changes in operating assets and liabilities, net of
effect of foreign exchange rate changes:
Accounts receivable ........................................ (1,613) (2,186)
Prepaid expenses ........................................... 313 175
Income taxes receivable .................................... (321) 251
Accounts payable ........................................... (550) (75)
Accrued liabilities ........................................ 476 1,302
Deferred revenue ........................................... 836 3,112
Income taxes payable ....................................... (247) 130
-------- -------
Net cash provided by (used in) operating activities ...... (3,053) 2,597
-------- -------
Cash flows from investing activities:
Purchase of property and equipment ............................. (608) (259)
Purchase of marketable securities .............................. (95,037) --
Sale and maturity of marketable securities ..................... 69,257 --
Proceeds from affiliates ....................................... -- 12
-------- -------
Net cash used in investing activities .................... (26,388) (247)
-------- -------
Cash flows from financing activities:
Proceeds from exercise of stock options ........................ 342 111
Proceeds from initial public offering, net of expenses ......... 24,350 --
Payments on long-term debt ..................................... (3) (281)
Payments of capitalized lease obligations ...................... (106) (120)
-------- -------
Net cash provided by (used in) financing activities ...... 24,583 (290)
-------- -------
Net increase (decrease) in cash .................................. (4,858) 2,060
Cash, beginning of period ........................................ 8,900 5,404
-------- -------
Cash, end of period .............................................. $ 4,042 $ 7,464
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the nine months for interest .................. $ 15 $ 139
======== =======
Cash paid during the nine months for income taxes .............. $ 739 $ 142
======== =======
Cash received during the nine months from income tax refunds ... $ -- $ 389
======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Basis of Presentation
The unaudited interim consolidated financial statements include the
accounts of ShowCase Corporation and its wholly owned subsidiaries
(collectively, the "Company") and have been prepared by the Company in
accordance with generally accepted accounting principles, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included
in the financial statements have been omitted or condensed pursuant to such
rules and regulations. The information furnished reflects, in the opinion
of the management of the Company, all adjustments, consisting primarily of
recurring accruals, considered necessary for a fair presentation of the
financial position and the results of operations.
The Company adopted the provisions of Statement of Position ("SOP") No.
98-1, Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use; SOP No. 98-5, Reporting on the Costs of Start-Up
Activities; and SOP No. 98-9, Modification of SOP 97-2, Software Revenue
Recognition, with Respect to Certain Transactions, effective April 1, 1999.
The adoption of these pronouncements did not have a material effect on the
Company's operating results.
Certain amounts presented in prior periods have been reclassified to
conform to current period presentation.
(2) Net Income (Loss) per Share
Basic income (loss) per share represents net income (loss) divided by the
weighted average number of shares of common stock outstanding during the
period. Diluted income (loss) per share represents net income (loss)
divided by the sum of the weighted average number of shares of common stock
outstanding plus shares derived from other potentially dilutive securities.
For the Company, potentially dilutive securities include "in-the-money"
fixed stock options and warrants and the amount of weighted average shares
of common stock which would be added by the conversion of outstanding
convertible preferred stock. The number of shares added for stock options
and warrants is determined by the treasury stock method, which assumes
exercise of these options and warrants and the use of any proceeds from
such exercise to repurchase a portion of these shares at the average market
price for the period. When the results of operations are a loss, other
potentially dilutive securities are not included in the calculation of loss
per share.
For the three months ended December 31, 1999 and the nine months ended
December 31, 1999 and 1998, basic loss per share is the same as diluted
loss per share because the effect of the inclusion of other potentially
dilutive securities in the calculation of diluted loss per share was
antidilutive.
The number of option shares excluded from the calculation of potentially
dilutive securities either because the exercise price exceeded the average
market price or because their inclusion in a calculation of net loss per
share would have been antidilutive was 985,538 for the three months ended
December 31, 1999 and 1,040,424 and 564,055 for the nine months ended
December 31, 1999 and 1998, respectively. The effect of conversion of the
Company's convertible preferred stock was also excluded from the
calculation of net loss per diluted share because the resulting impact
would also have been antidilutive for the nine months ended December 31,
1998.
-5-
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements - (Continued)
(3) Deferred Compensation
During the three months ended June 30, 1999, the Company granted to
employees options to purchase 81,000 shares of common stock. The Company
recorded deferred compensation of approximately $153,000, representing the
difference between the deemed value of the common stock for accounting
purposes and the option exercise price of such options on the date of
grant. The Company accounts for these stock options in accordance with APB
Opinion No. 25, Accounting for Stock Issued to Employees, and will
recognize the deferred compensation cost over the five year vesting period
of options granted. No stock options were granted during the three months
ended December 31, 1999 for which the exercise price was less than the
deemed value of the common stock for accounting purposes on the date of
grant.
(4) Cashless Exercise of Warrants
During the three months ended September 30, 1999, a warrant holder
exercised a warrant to purchase shares of the Company's common stock
pursuant to a cashless exercise provision. The Company recognized an
expense of approximately $79,000 and issued an aggregate of 8,182 shares of
its common stock during the three months ended September 30, 1999 as a
result of this exercise.
(5) Initial Public Offering and Conversion of Preferred Stock
On June 29, 1999, the Company's registration statement for its initial
public offering of 3,000,000 shares of common stock at $9.00 per share was
declared effective by the Securities and Exchange Commission. The closing
of the sale of such shares occurred on July 6, 1999 at which time the
3,000,000 shares of common stock were issued and proceeds, net of the
underwriting discount, of $25,110,000 were received.
On July 6, 1999, the outstanding shares of the Company's Series A and
Series B convertible preferred stock were converted into 1,895,028 and
864,198 shares of common stock, respectively.
-6-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
All statements, trend analysis and other information contained in the
following discussion relative to markets for our products and trends in
revenues, gross margins and anticipated expense levels, as well as other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend" and other similar expressions constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). These forward-looking statements are
subject to business and economic risks and uncertainties, including but not
limited to those described in Exhibit 99.1 to our Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999, as well as those discussed in our
Registration Statement on Form S-1 (File No. 333-77223) (the "Registration
Statement"). Our actual results of operations may differ materially from those
contained in the forward-looking statements. All forward-looking statements
included in this report are based on information available to us on the date of
this report, and we assume no obligation to update these forward-looking
statements, or to update the reasons why actual results could differ from those
projected in these forward-looking statements.
Overview
We are the leading provider of fully integrated, end-to-end, business
intelligence solutions for IBM AS/400 customers. Our ShowCase STRATEGY(R)
product suite and related services are designed to enable organizations to
rapidly implement business intelligence solutions that create increased value
from their operational and customer data. The sophisticated data warehousing and
management capabilities of our product suite provides our clients with highly
scalable and tightly integrated solutions. Our products enable enterprise-wide
distribution of information and allow end-user access and analysis through
familiar applications and Internet browsers. We have nine years of experience
delivering business intelligence solutions. Our ShowCase STRATEGY product suite,
introduced in 1996, supports ad hoc information access, enterprise reporting and
analytics.
We were incorporated in 1988, and in 1991, introduced the first
Windows-based query tool for the IBM AS/400, ShowCase VISTA. During the next
four years, we continued to broaden our family of data access products, expand
our comprehensive service and support programs, grow our telesales and indirect
sales channels and invest in marketing and administrative functions. To support
the introduction of the ShowCase STRATEGY product suite in 1996, we created a
direct field sales force and increased our global distribution presence. Our
revenues increased to $9.6 and $28.7 million for the three and nine months ended
December 31, 1999, respectively, from $9.5 and $25.3 million for the three and
nine months ended December 31, 1998, respectively. Although our revenues have
increased significantly in recent periods, this growth may not continue. We
intend to continue to invest significant resources in the development of our
product suite, sales and marketing and general and administrative functions.
Our revenues come from three principal sources: license fees, maintenance
and support and professional service fees. We adopted the provisions of
Statement of Position ("SOP") No. 97-2, Software Revenue Recognition, as amended
by SOP No. 98-4, Deferral of the Effective Date of Certain Provisions of SOP No.
97-2, effective April 1, 1998, and SOP No. 98-9, Modification of SOP No. 97-2,
Software Revenue Recognition, with Respect to Certain Transactions, effective
April 1, 1999. Under SOP No. 97-2, we recognize license revenue when the
software product has been delivered, if a signed contract exists, the fee is
fixed and determinable, collection of resulting receivables is probable and
product returns are reasonably estimable. License fee revenues that are
contingent upon sale to an end user by distributors and other distribution
partners are recognized upon receipt of a report of delivery to the end user.
Maintenance and support revenues committed as part of new product license sales
and maintenance resulting from renewed maintenance contracts are deferred and
recognized ratably over the contract period. Professional service fee revenue is
recognized when services are performed.
-7-
<PAGE>
We sell our products through a direct sales force and through indirect
distribution channels. Direct sales are made by our telesales organization and
direct field sales force in North American and by wholly-owned subsidiaries in
Germany, France, the United Kingdom and Belgium, including its branch office in
the Netherlands. Our distribution partners include IBM, software application
vendors, resellers and distributors located in the United States, Italy,
Switzerland, Mexico, Japan, Australia, Singapore, Hong Kong, Thailand and South
Korea. Sales through indirect channels accounted for 30.4% and 21.0% of license
fee revenues for the three months ended December 31, 1999 and 1998,
respectively, and 23.2% and 20.3% for the nine months ended December 31, 1999
and 1998, respectively.
Revenues from clients outside North America represented 43.0% and 32.3% of
total revenue for the three months ended December 31, 1999 and 1998,
respectively, and 39.5% and 37.6% for the nine months ended December 31, 1999
and 1998, respectively. A majority of these sales was derived from European
sales. We intend to continue to expand our international operations and have
committed, and will continue to commit, significant management time and
financial resources to developing direct and indirect international sales
channels.
Results of Operations
The following table sets forth certain statement of operations data as a
percentage of total revenues for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
------------------- -------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
As a Percentage of Total Revenues:
Revenues:
License fees .................................... 51.7% 61.1% 52.6% 59.7%
Maintenance and support ......................... 35.8 29.1 34.8 28.9
Professional service fees ....................... 12.4 9.8 12.6 11.4
----- ----- ----- -----
Total revenues ................................ 100.0 100.0 100.0 100.0
Cost of revenues:
License fees .................................... 10.2 11.3 9.8 11.5
Maintenance and support ......................... 8.9 6.9 8.5 7.2
Professional service fees ....................... 12.4 8.4 11.7 7.9
----- ----- ----- -----
Total cost of revenues ........................ 31.5 26.6 30.0 26.6
----- ----- ----- -----
Gross margin ...................................... 68.5 73.4 70.0 73.4
Operating expenses:
Sales and marketing ............................. 59.0 52.0 56.5 54.3
Product development ............................. 15.1 10.9 13.5 12.8
General and administrative ...................... 12.0 9.0 11.3 9.3
----- ----- ----- -----
Total operating expenses ...................... 86.1 71.8 81.3 76.4
----- ----- ----- -----
Operating income (loss) ........................... (17.6) 1.6 (11.3) (3.0)
Other income (expense), net ....................... 4.1 0.2 3.0 0.2
----- ----- ----- -----
Net income (loss) before income taxes ............. (13.5) 1.8 (8.3) (2.8)
Income taxes ...................................... 2.1 0.5 1.7 0.5
----- ----- ----- -----
Net income (loss) ................................. (15.6)% 1.3% (10.1)% (3.3)%
===== ===== ===== =====
</TABLE>
-8-
<PAGE>
Revenues
Total revenues. Total revenues increased to $9.6 million for the three
months ended December 31, 1999 from $9.5 million for the three months ended
December 31, 1998, representing an increase of 1.1%. For the nine months ended
December 31, 1999, total revenues increased to $28.7 million from $25.3 million
for the nine months ended December 31, 1998, an increase of 13.4%.
License fees. License fee revenues decreased to $5.0 million for the three
months ended December 31, 1999 from $5.8 million for the three months ended
December 31, 1998, representing a decrease of 14.5%. This decrease was primarily
attributable to lower license fee revenues from Asia, low volume from our IBM
distribution channel and the deferral of purchase decisions by potential clients
because of year 2000 concerns. License fee revenues were $15.1 million for each
of the nine months ended December 31, 1999 and 1998. License fee revenues as a
percentage of total revenues were 51.7% and 61.1% for the three months ended
December 31, 1999 and 1998, respectively, and 52.6% and 59.7% for the nine
months ended December 31, 1999 and 1998, respectively. License fee revenues from
our Essbase/400 product represented 48.0% and 40.6% of our total license fee
revenues for the three months ended December 31, 1999 and 1998, respectively,
and 43.7% and 39.4% for the nine months ended December 31, 1999 and 1998,
respectively.
Maintenance and support. Maintenance and support revenues increased to $3.5
million for the three months ended December 31, 1999 from $2.8 million for the
three months ended December 31, 1998, representing an increase of 24.5%. For the
nine months ended December 31, 1999, maintenance and support revenues increased
to $10.0 million from $7.3 million for the nine months ended December 31, 1998,
an increase of 36.4%. Maintenance and support revenues as a percentage of total
revenues were 35.8% and 29.1% for the three months ended December 31, 1999 and
1998, respectively, and 34.8% and 28.9% for the nine months ended December 31,
1999 and 1998, respectively. These increases in maintenance and support revenues
were largely a result of the renewal of maintenance and support contracts, as
well as new maintenance and support contracts associated with new product
licenses.
Professional service fees. Professional service fee revenues increased to
$1.2 million for the three months ended December 31, 1999 from $0.9 million for
the three months ended December 31, 1998, representing an increase of 28.7%. For
the nine months ended December 31, 1999, professional service fee revenues
increased to $3.6 million from $2.9 million for the nine months ended December
31, 1998, an increase of 25.3%. Professional service fee revenues as a
percentage of total revenues were 12.4% and 9.8% for the three months ended
December 31, 1999 and 1998, respectively, and 12.6% and 11.4% for the nine
months ended December 31, 1999 and 1998, respectively. These increases in
professional service fee revenues were largely a result of revenues associated
with the sale of new product licenses.
Costs of Revenues
Cost of license fees. Cost of license fees consists primarily of the costs
of product manuals, media, packaging, shipping and royalties paid to third
parties. Cost of license fees decreased to $1.0 million for the three months
ended December 31, 1999 from $1.1 million for the three months ended December
31, 1998, representing 19.7% and 18.5% of license fee revenues for these
periods, respectively. Cost of license fees decreased to $2.8 million for the
nine months ended December 31, 1999 from $2.9 million for the nine months ended
December 31, 1998, representing 18.7% and 19.2% of license fee revenues for
these periods, respectively. These decreases in cost of license fees in dollar
amount were primarily attributable to lower license fee revenues. We anticipate
that cost of license fees will increase in dollar amount in future periods
-9-
<PAGE>
as license fee revenues increase. Cost of license fees as a percentage of
license fee revenues may increase if we enter into additional royalty
arrangements or if sales of Essbase/400 or other products which carry a royalty
obligation increase as a percentage of license fee revenues.
Cost of maintenance and support. Cost of maintenance and support consists
primarily of personnel costs associated with providing maintenance and support
services and payments to third parties to provide maintenance and support,
particularly with respect to Essbase/400. Cost of maintenance and support
increased to $0.9 million for the three months ended December 31, 1999 from $0.7
million for the three months ended December 31, 1998, representing 24.7% and
23.7% of maintenance and support revenues for these periods, respectively. Cost
of maintenance and support increased to $2.4 million for the nine months ended
December 31, 1999 from $1.8 million for the nine months ended December 31, 1998,
representing 24.4% and 25.0% of maintenance and support revenues for these
periods, respectively. These increases in cost of maintenance and support in
dollar amount were primarily due to the hiring of additional personnel. We
anticipate that cost of maintenance and support will increase in dollar amount
in future periods as maintenance and support revenues increase.
Cost of professional service fees. Cost of professional service fees
consists primarily of the costs of providing training and consulting services.
Cost of professional service fees increased to $1.2 million for the three months
ended December 31, 1999 from $0.8 million for the three months ended December
31, 1998, representing 99.8% and 86.3% of professional service fee revenues for
these periods, respectively. Cost of professional service fees increased to $3.3
million for the nine months ended December 31, 1999 from $2.0 million for the
nine months ended December 31, 1998, representing 92.5% and 69.2% of
professional service fee revenues for these periods, respectively. These
increases in cost of professional service fees were primarily due to the
expansion of our professional services staff. Cost of professional service fees
as a percentage of professional service fee revenues increased as a result of
reduced utilization of our staff due to year 2000 concerns of potential clients.
We anticipate that cost of professional service fees will increase in dollar
amount in future periods as professional service fee revenues increase.
Operating Expenses
Sales and marketing. Sales and marketing expenses consist primarily of
salaries, benefits, bonuses, commissions and travel and promotional expenses.
Sales and marketing expenses increased to $5.7 million for the three months
ended December 31, 1999 from $5.0 million for the three months ended December
31, 1998, representing 59.0% and 52.0% of total revenues for these periods,
respectively. Sales and marketing expenses increased to $16.2 million for the
nine months ended December 31, 1999 from $13.7 million for the nine months ended
December 31, 1998, representing 56.5% and 54.3% of total revenues for these
periods, respectively. These increases in sales and marketing expenses in dollar
amount reflect the hiring of additional sales and marketing personnel and
expanded promotional activities. Sales and marketing expenses increased as a
percentage of total revenues primarily due to slower revenue growth during the
three and nine months ended December 31, 1999. We anticipate that sales and
marketing expenses will increase in dollar amount in future periods.
Product development. Product development expenses consist primarily of
development personnel compensation and related costs associated with the
development of new products, the enhancement of existing products, quality
assurance and testing. Product development expenses increased to $1.5 million
for the three months ended December 31, 1999 from $1.0 million for the threes
months ended December 31, 1998, representing 15.1% and 10.9% of total revenues
for these periods, respectively. Product development expenses increased to $3.9
million for the nine months ended December 31, 1999 from $3.2 million for the
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<PAGE>
nine months ended December 31, 1998, representing 13.5% and 12.8% of total
revenues for these periods, respectively. These increases in dollar amount were
due to expenses associated with the development of new products and the hiring
of additional personnel. We anticipate that we will continue to devote
substantial resources to product development efforts and that product
development expenses will increase in dollar amount in future periods. To date,
all product development costs have been expensed as incurred.
General and administrative. General and administrative expenses consist
primarily of salaries of executive, financial, human resources and information
services personnel as well as outside professional fees. General and
administrative expenses increased to $1.2 million for the three months ended
December 31, 1999 from $0.9 million for the three months ended December 31,
1998, representing 12.0% and 9.0% of total revenues for these periods,
respectively. General and administrative expenses increased to $3.2 million for
the nine months ended December 31, 1999 from $2.3 million for the nine months
ended December 31, 1998, representing 11.3% and 9.3% of total revenues for these
periods, respectively. These increases in dollar amount were primarily due to
increased staffing and related expenses necessary to manage and support the
expansion of operations. General and administrative expenses increased as a
percentage of total revenues primarily due to slower revenue growth during the
three and nine months ended December 31, 1999. We anticipate that general and
administrative expenses will increase in dollar amount in the future as a result
of increased personnel and infrastructure costs necessary to support the
expansion of operations.
Other Income
Other income for the periods ended December 31, 1999 and 1998 consisted
primarily of interest income and interest expense. Other income increased to
$0.4 million for the three months ended December 31, 1999 from $23,000 for the
three months ended December 31, 1998. Other income increased to $0.9 million for
the nine months ended December 31, 1999 from $54,000 for the nine months ended
December 31, 1998. These increases were primarily due to interest on the
investment of the proceeds of our initial public offering of common stock which
closed on July 6, 1999.
Provision for Income Taxes
Income taxes increased to $0.2 million for the three months ended December
31, 1999 from $50,000 for the three months ended December 31, 1998. For the nine
months ended December 31, 1999, income taxes increased to $0.5 million from
$135,000 for the nine months ended December 31, 1998. These increases were
primarily due to a reduction in the deferred tax asset as a result of the larger
loss from operations.
Liquidity and Capital Resources
Historically, we have funded operations primarily through cash provided by
operations, the sale of equity securities and bank borrowings. Operating
activities used cash of $3.1 million for the nine months ended December 31, 1999
and provided cash of $2.6 million for the nine months ended December 31, 1998.
This decrease in cash from operating activities was due primarily to increased
accounts receivable, decreased accounts payable and a net loss of $2.9 million
partially offset by an increase in deferred revenue.
Investing activities used cash of $26.4 million and $0.2 million for the
nine months ended December 31, 1999 and 1998, respectively. The principal use of
cash in investing activities for the nine months ended December 31, 1999 was the
investment of the proceeds from our initial public offering and capital
expenditures related to the acquisition of computer equipment and furniture
required to support the expansion of our operations. The principal use of cash
in investing activities for the nine months ended December 31, 1998 was capital
expenditures related to the acquisition of computer equipment and furniture
required to support the expansion of our operations.
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<PAGE>
Financing activities provided cash of $24.6 million and used cash of $0.3
million in the nine months ended December 31, 1999 and 1998, respectively. For
the nine months ended December 31, 1999, cash provided by financing activities
consisted primarily of proceeds from our initial public offering. For the nine
months ended December 31, 1998, cash used by financing activities consisted
primarily of long-term debt repayment, payments under capitalized lease
obligations and the receipt of proceeds from the exercise of stock options.
Our sources of liquidity at December 31, 1999 consisted principally of cash
and marketable securities of $30.2 million. We believe that cash generated from
operations, existing cash and marketable securities will be sufficient to fund
operations for at least the next twelve months.
Year 2000
Prior to January 2000, we evaluated our business and operational systems to
ensure readiness for the year 2000. As a result, we believe that all mission
critical software and hardware was assessed, and if necessary, remedied to be
ready for the year 2000. All mission critical hardware and software has
continued to function beyond January 1, 2000 without interruption. As the year
2000 progresses, however, we may experience problems associated with the year
2000 that have not yet been discovered. We are continuing to monitor both our
internal systems and transactions with customers and suppliers for any
indications of year 2000 related problems. As of February 10, 2000, we had
incurred external costs of approximately $65,000 related to year 2000 readiness,
including testing, analysis and purchase of hardware and software upgrades. We
believe this to be the overall cost of our year 2000 readiness project, however,
there can be no assurance that final costs will not exceed this level.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 established methods of
accounting for derivative financial instruments and hedging activities related
to those instruments as well as other hedging activities. SFAS No. 133 will be
effective for us in April 2001. We are currently reviewing the potential impact
of this accounting standard.
Item 3. Quantitative and Qualitative Disclosure About Market Risks
There have been no material changes in our market risk during the three and
nine months ended December 31, 1999 from that set forth on page 25 of the
Registration Statement under the heading "Quantitative and Qualitative
Disclosure About Market Risks."
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material legal proceedings.
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<PAGE>
Item 2. Changes in Securities and Use of Proceeds
Our registration statement, filed on Form S-1 under the Securities Act
(File No. 333-77223), for the initial public offering of our common stock became
effective June 29, 1999. We have invested the net proceeds from the offering of
approximately $24.4 million in marketable securities pending the use of such
proceeds.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
On December 31, 1999, we entered into a licensing agreement with IntraNet
Solutions(R), Inc. pursuant to which we have the exclusive right to sell
IntraNet Solutions' Xpedio product line on the AS/400 platform and non-exclusive
rights to sell the Xpedio product line on the NT and UNIX platforms. This
licensing agreement enables us to extend our product line into the enterprise
information portal market by integrating the Xpedio product line with our
ShowCase STRATEGY product suite.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.1 -- License and Distribution Agreement, dated as of
December 31, 1999, by and between ShowCase Corporation
and IntraNet Solutions Inc.*
27.1 -- Financial Data Schedule
(b) Reports on Form 8-K:
The Company did not file any Current Report on Form 8-K during the
quarter ended December 31, 1999.
----------
* Confidential information has been omitted from such Exhibit and filed
separately with the Commission pursuant to a confidential treatment
request under Rule 24b-2 of the Exchange Act.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SHOWCASE CORPORATION
Date: February 11, 2000 By: /s/ Craig W. Allen
--------------------------------------
Craig W. Allen
Chief Financial Officer
(Duly authorized officer and principal
financial and accounting officer)
<PAGE>
EXHIBIT INDEX
Page
----
10.1 License and Distribution Agreement, dated as of December 31, 1999,
by and between ShowCase Corporation and IntraNet Solutions Inc.*
27.1 Financial Data Schedule
- -----------
* Confidential information has been omitted from such Exhibit and filed
separately with the Commission pursuant to a confidential treatment
request under Rule 24b-2 of the Exchange Act.
<PAGE>
Exhibit 10.1
LICENSE AND DISTRIBUTION AGREEMENT
THIS LICENSE AND DISTRIBUTION AGREEMENT is made as of December 31, 1999
(the "Effective Date") by and between ShowCase Corporation, a Minnesota
corporation having its principal place of business at 4131 Highway 52 North,
Suite G111, Rochester, MN 55901-3144 ("ShowCase") and IntraNet Solutions Inc., a
Minnesota corporation having its principal place of business at 8091 Wallace
Road, Eden Prairie, MN 55344-2224 ("IntraNet Solutions").
Recitals
A. IntraNet Solutions has developed and distributes certain software
products, including the Xpedio Content Server, Xpedio ReportSite and Xpedio
Content Publisher (as further defined herein, the "Licensed Software") for the
NT/Unix server platform.
B. ShowCase distributes certain software products for the AS400 server
platform (as further defined herein, the "ShowCase Products").
C. ShowCase desires to have a license to distribute a version of the
Licensed Software integrated with the ShowCase Products (as further defined
herein, the "Integrated Package") and, if ShowCase deems market acceptance of an
AS400 version likely, to develop and distribute an AS400 version of the Licensed
Software (as further defined herein, the "AS400 Version").
D. ShowCase also desires to have a license to distribute the Licensed
Software as a separate product, independent of the ShowCase Products.
E. IntraNet Solutions is willing to grant such licenses to ShowCase subject
to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
hereinafter set forth, the parties agree as follows:
ARTICLE 1: DEFINITIONS
For purposes of this Agreement, the following words shall have the
following meanings:
1.1 Affiliate. "Affiliate" means, with respect to each party, any
majority-owned subsidiary of that party, any corporation of which that party is
a majority-owned subsidiary (the party's "parent corporation"), and any other
majority-owned subsidiary of that party's parent corporation.
1.2 AS400 Version. "AS400 Version" means the AS400 version of the Licensed
Software created by or for ShowCase pursuant to the development license granted
in Section 3.2 hereof.
<PAGE>
1.3 End-User. "End-User" means a customer of ShowCase or any of its
Subdistributors to whom ShowCase or its Subdistributors sublicense the Licensed
Software and/or the Ported Products for use in such customer's business and not
for resale.
1.4 End-User Sublicense Agreement. "End-User License Agreement" means the
form of agreement to be entered into between ShowCase (and/or its
Subdistributors) and each End-User, which grants the End-User the right and
license to use the Licensed Software and/or the Ported Products.
1.5 Integrated Package. "Integrated Package" means a software solution
consisting of the Licensed Software integrated with ShowCase Products (which
ShowCase Products run on an AS400 system). The development of the Integrated
Package does not require the modification of the Licensed Software.
1.6 IntraNet Solutions Documentation. "IntraNet Solutions Documentation"
means the written end user documentation, developers' guides, training
materials, marketing materials and other collateral materials associated with
the Licensed Software, including all updates or modifications thereto.
1.7 Licensed Software. "Licensed Software" means collectively the object
code version of the XCS, XRS and XCP, and all Updates thereto, but not including
any Third Party Software embedded therein.
1.8 Modification Materials. "Modification Materials" means the then-current
source and object code, technical information and documentation, a listing of
all development tools and third party software necessary in order to modify and
support the Licensed Software, and all other documentation and materials
necessary in order to modify and support the then-current versions of the
Licensed Software.
1.9 Ported Products. "Ported Products" means the Integrated Package and the
AS400 Version.
1.10 ShowCase Modifications. "ShowCase Modifications" means all the source
and object code for all bug fixes, corrections, additional or follow on
capabilities, modules, releases, or other modifications to the Licensed
Software, including without limitation the AS400 Version, made by or for
ShowCase as a result of the development license granted in Section 3.2 hereof;
provided, however, that the term "ShowCase Modifications" shall not include the
source and object code for any fixes or corrections to the Licensed Software
that are not unique to the AS400 Version.
1.11 ShowCase Products. "ShowCase Products" means all software products
distributed by ShowCase as part of the ShowCase(R) STRATEGY(TM) product line,
including all new versions and replacement products therefor.
1.12 Subdistributors. "Subdistributor" means any of ShowCase's Affiliates
or third
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party partners, including, but not limited to, resellers, distributors,
and companion product partners, to whom ShowCase sublicenses the rights granted
to ShowCase under Section 2.1 of this Agreement.
1.13 Subdistributor Agreement. "Subdistributor Agreement" means the form of
agreement to be entered into between ShowCase and its Subdistributors, which
grants the Subdistributor the right to market, promote, distribute, support and
maintain the Licensed Software and/or the Ported Products as permitted
hereunder.
1.14 Third Party Software. "Third Party Software" means all commercially
available software licensed by IntraNet Solutions from a third party that is
necessary in order for an end-user customer to use the Licensed Software.
Schedule A contains a listing of the Third Party Software as of the Effective
Date, and such Schedule shall be modified by the parties if and when additional
Third Party Software is necessary.
1.15 Updates. "Updates" means all bug fixes, corrections, additional or
follow on capabilities, modules, releases or other modifications to, or
replacements for, the Licensed Software, excluding all ShowCase Modifications.
The foregoing notwithstanding, the term "Updates" shall only include those
additional or follow on capabilities, modules, releases and modifications to the
Licensed Software developed by or for IntraNet Solutions that add value to the
content management functionality (in the case of XCS), to the report parsing
functionality (in the case of XRS) and the content publishing functionality (in
the case of (XCP), so that, for example, if IntraNet Solutions were to develop a
customer self-help module, that module would not be treated as an Update.
1.16 XCS. "XCS" means the Xpedio Content Server product for all non-AS400
server platforms (including, without limitation, the NT/Unix server platform),
and including all Updates and replacement products therefor.
1.17 XRS. "XRS" means the Xpedio Report Server product for all non-AS400
server platforms (including, without limitation, the NT/Unix server), and
including all Updates and replacement products therefor.
1.18 XCP. "XCP" means the Xpedio Content Publisher product for all
non-AS400 server platforms (including, without limitation, the NT/Unix server),
and including all Updates and replacement products therefor.
ARTICLE 2: GRANT OF LICENSE AND RESTRICTIONS
2.1 Distribution License. Subject to the terms and conditions of this
Agreement, for the term of this Agreement and any "wind-down" period (as
described in Section 10.3 hereof) IntraNet Solutions grants to ShowCase a
worldwide license to use, copy, display, distribute, market, promote, maintain
and support (a) the Licensed Software on a nonexclusive basis, and (b) the
Licensed Software included in the Ported Products on an exclusive basis. The
foregoing license permits ShowCase to grant any Affiliate and/or Subdistributors
a sublicense to do the
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same (i.e. market, distribute, promote, maintain and support the Licensed
Software and the Licensed Software included in the Ported Products as described
herein) pursuant to a Subdistributor Agreement; provided, that notwithstanding
any contrary terms in this Agreement, all use of the Licensed Software
internally by Affiliates and/or Subdistributors for marketing, support,
maintenance and related purposes pursuant to such a sublicense shall be
royalty-free and no Affiliate or Subdistributor shall be obligated to pay
Maintenance Fees with respect to the internal use licenses. Each Subdistributor
Agreement shall contain terms, conditions and restrictions consistent with the
terms, conditions and restrictions of this Agreement and shall be at least as
protective of IntraNet Solutions intellectual property rights as the terms and
conditions of this Agreement. ShowCase, its Affiliates and/or Subdistributors
shall distribute the Licensed Software and the Licensed Software included in the
Ported Products to End-Users pursuant to an End-User Sublicense Agreement that
contains terms, conditions and restrictions consistent with the terms,
conditions and restrictions of this Agreement, and terms that are at least as
protective of IntraNet Solutions intellectual property rights as the terms and
conditions of this Agreement and IntraNet Solutions' own form of end user
agreement. Such End-User Agreement may be in the form of a shrinkwrap, clickwrap
or other appropriate form of written agreement.
2.2 Internal Use License. Subject to the terms and conditions of this
Agreement, IntraNet Solutions hereby grants to ShowCase and its Affiliates a
worldwide, nonexclusive, perpetual (except as provided in Section 10), license
to use, copy, display and distribute the Licensed Software (including all
Updates thereto) and the Licensed Software included in the Ported Products for
their internal business use. IntraNet Solutions agrees that the internal use
licenses granted in this Section 2.2 shall be royalty-free. Except as set forth
in Section 10 of this Agreement, neither ShowCase nor its Affiliates shall be
obligated to pay Maintenance Fees with respect to the internal use licenses.
2.3 No ASP Service Permitted. Notwithstanding anything to the contrary set
forth in this Agreement, neither ShowCase nor any of its sublicensees,
including, without limitation its Subdistributors and End-Users, shall have the
right to use or sublicense others to use the Licensed Software for any dial-up,
remote access, interactive or other on-line service (for example, an ASP
service) unless specifically authorized by IntraNet Solutions in writing.
2.4 Restrictions. Subject to the permitted use of the Licensed Software and
Modifications Materials by third parties as expressly described in Section 3.2,
ShowCase shall not knowingly permit any third party to, modify, reverse
engineer, decompile or disassemble the Licensed Software; provided, however,
that ShowCase shall not be in breach of this provision if and to the extent that
(a) this prohibition is expressly overridden by applicable law and (b) a third
party performs any of these acts in accordance with such law. Permitted copies
of the Licensed Software in whatever form shall reproduce copyright notices,
restrictive rights legends, proprietary notices and other notices as contained
therein, provided that ShowCase may private label the Licensed Software as
described in Section 2.8 below. The Ported Products shall contain appropriate
copyright notices, restrictive rights legends, proprietary notices and other
notices as mutually agreed to by the parties, such as a copyright notice in the
start-up or "About" screen of the AS400 Version indicating that portions of the
product include technology used under license from IntraNet Solutions. Such
notices may include the IntraNet Solutions name and the logos
4
<PAGE>
and trademarks associated with the Licensed Software as described in Section 2.8
below. Before marketing the Ported Products, ShowCase shall obtain IntraNet
Solutions' written approval of such notices, which approval shall not be
unreasonably delayed or withheld. If IntraNet Solutions does not approve or
object to such notices within ten (10) days of its receipt of sufficient
information to permit such review, IntraNet Solutions shall be deemed to have
approved such notices.
2.5 Ownership. ShowCase hereby acknowledges that IntraNet Solutions retains
all right, title and interest in and to the copyrights and other intellectual
property rights in the Licensed Software, the Modification Materials, and the
IntraNet Solutions Documentation, except for the rights expressly granted
herein. ShowCase shall retain all right, title and interest in and to the
copyrights and other intellectual property rights in the ShowCase Products and
ShowCase Modifications. Each party shall bear the cost of registering and
maintaining its own copyrights and other applicable intellectual property rights
as described hereunder, and each party agrees to cooperate with the other party
as reasonably needed to protect such rights.
2.6 Delivery. IntraNet Solutions shall deliver to ShowCase upon execution
of this Agreement, a CD-ROM(s) containing the distributable portion of the code
for all currently released versions and releases of the Licensed Software.
IntraNet Solutions shall deliver to ShowCase on or before January 31, 2000 (a)
the Modification Materials (including, without limitation, the source code), and
(b) all available related IntraNet Solutions Documentation. Thereafter, from
time to time during the term of this Agreement and as soon as commercially
available, IntraNet Solutions shall deliver to ShowCase as applicable: (a) a
CD-ROM(s) containing each Update to the Licensed Software, (b) a CD-ROM(s)
containing all new or revised Modification Materials, and (c) a CD-ROM
containing all new or revised IntraNet Solutions Documentation. In addition,
IntraNet Solutions shall deliver to ShowCase a CD-ROM(s) containing the source
and object code for the Licensed Software (including each Update) as soon as the
distributable version of such code is released to beta. All such CD-ROMs shall
permit ShowCase to copy the Licensed Software, Modification Materials and
IntraNet Solutions Documentation thereon as necessary in order to exercise the
rights granted to it hereunder.
2.7 Documentation and Marketing Materials. ShowCase shall be able to copy,
modify, create derivative works of, display and distribute the IntraNet
Solutions Documentation as reasonably needed to use, support, maintain, market
and distribute the Licensed Software and Ported Products, as permitted
hereunder. ShowCase shall own all rights, title and interest in and to the
copyrights and other intellectual property rights in the modifications to the
IntraNet Solutions Documentation it creates.
2.8 Trademarks. ShowCase may, at its option, private label the Ported
Products with ShowCase's trademarks and tradenames. IntraNet Solutions also
acknowledges and agrees that ShowCase may, at its option, use the IntraNet
Solutions name and trademarks associated with the Licensed Software in the
Ported Products, all related documentation and the promotion thereof. IntraNet
Solutions hereby grants to ShowCase a nonexclusive and royaltyfree license to
use the IntraNet Solutions trademarks associated with or related to the Licensed
Software solely in
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connection with the distribution, promotion, advertising and maintenance of the
Licensed Software and Ported Products as permitted hereunder. All such IntraNet
Solutions trademarks shall be used by ShowCase in accordance with IntraNet
Solutions' standards, specifications and instructions. ShowCase shall obtain
IntraNet Solutions' prior written approval before using any of its trademarks in
any marketing materials, packaging, software screens, user documentation or in
any other materials not supplied by IntraNet Solutions, which approval may be
withheld in IntraNet Solutions' sole and absolute discretion. For convenience,
ShowCase may submit "standard" artwork or other materials to IntraNet Solutions
for approval for ongoing use by ShowCase within the guidelines established in
the document granting such approval. IntraNet Solutions shall approve or reject
materials submitted for approval under this Section 2.8 within ten (10) days of
IntraNet Solutions' receipt of such materials. If IntraNet Solutions does not
notify ShowCase in writing of its rejection of the materials within such ten
(10) day period, IntraNet Solutions shall be deemed to have approved the
materials. If IntraNet Solutions rejects the materials, IntraNet Solutions shall
inform ShowCase of the reason and work with ShowCase to create mutually
acceptable materials. ShowCase is not granted any right, title or interest in
such trademarks other than the foregoing limited license. If ShowCase markets
the Licensed Software as a separate product, rather than as part of the Ported
Products, ShowCase shall market it under the IntraNet Solutions name and
trademarks, rather than a private label.
2.9 Non-Compete. IntraNet Solutions shall not during the term of this
Agreement directly or indirectly (i.e., through third parties including, but not
limited to, resellers, distributors and companion product partners) develop,
market, promote, sell, license or otherwise distribute any version or form of
the Licensed Software for use on the AS400 server platform.
2.10 Licensing of Third Party Software. During the term of this Agreement,
IntraNet Solutions hereby grants ShowCase the right to license for distribution
in connection with the Licensed Software and the Ported Products, as applicable,
the Third Party Software on the same terms and conditions as IntraNet Solutions
licenses such Third Party Software from the distributor and/or developer
thereof; provided, however, that if IntraNet Solutions does not have the right
to grant such a sublicense under its own license for Third Party Software, then
ShowCase shall obtain the necessary license directly from the vendor of that
Third Party Software. The terms under which ShowCase may obtain any Third Party
Software from IntraNet Solutions pursuant to this Section 2.10 (to the extent
they exist as of the Effective Date and subject to any price changes to IntraNet
Solutions) shall be listed on Schedule A. The parties acknowledge and agree that
ShowCase is not required to distribute and license, nor require any customers
who obtain the Licensed Software from ShowCase or its Subdistributor to license
and obtain, any Third Party Software from IntraNet Solutions. Rather, ShowCase
may obtain the Third Party Software directly from the developer and/or vendor
thereof. After the Effective Date, to the extent it can do so without
prejudicing its own negotiations with the vendor, IntraNet Solutions shall use
commercially reasonable efforts to acquire the right to sublicense Third Party
Software to ShowCase on the same terms IntraNet Solutions licenses the Third
Party Software from the vendor.
2.11 Minimum Royalties. Notwithstanding the terms of Section 2.1 and 2.9
above, if the total aggregate amount of the royalties and fees paid or payable
to IntraNet Solutions
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pursuant to Sections 5.2, 5.3 and 5.6 does not meet the Minimum Amount stated in
the table below for a particular fiscal year, then ShowCase may elect to (a)
remit the shortfall to IntraNet Solutions within sixty (60) days after the end
of the applicable fiscal year, and all such payment amounts shall constitute
prepaid royalties and be added to the balance of the Royalty Credit described in
Section 5.1; (b) give IntraNet Solutions written notice that it desires to
convert its development license to the Licensed Software from exclusive to
non-exclusive, in which case IntraNet Solutions shall be released from its
non-compete obligations under Section 2.9 and will be free to directly or
indirectly develop, market, promote, sell, license or otherwise distribute any
version or from of the Licensed Software for use on the AS400 server platform;
or (c) terminate this Agreement pursuant to Section 10.2(c) hereof. This Section
2.11 does not grant IntraNet Solutions any rights, licenses or ownership
interest in and to the Ported Products (except the Licensed Software included
therein).
-------------------------------- ---------------------------------
Fiscal Year Minimum Amount
-------------------------------- ---------------------------------
April 1, 2001-March 31, 2002 ###
-------------------------------- ---------------------------------
April 1, 2002-March 31, 2003 ###
-------------------------------- ---------------------------------
Each fiscal year thereafter ###
-------------------------------- ---------------------------------
2.12 Termination of Non-AS400 License. Notwithstanding the terms of Section
2.1, if (a) IntraNet Solutions is acquired by a third party (whether by purchase
of its stock or substantially all of its assets), or merges with a third-party
that becomes the successor entity, or otherwise comes under the control of a
third party and (b) this Agreement is assigned to such third party as permitted
in Section 13.2, then such third party shall have an option to terminate the
distribution license granted to ShowCase in Section 2.1 solely with respect to
the Licensed Software as a separate product and as part of the Integrated
Package, and not with respect to the Licensed Software as included in the AS400
Version, provided that it gives two (2) years' written notice of such
termination to ShowCase within ninety (90) days after the completion of the
acquisition of IntraNet Solutions. Nothing in this Section 2.12 shall affect
ShowCase's right and licenses granted hereunder to the Licensed Software that is
included in the AS400 Version, and IntraNet Solutions shall have the obligation
to continue to deliver the Modification Materials to ShowCase as described in
this Agreement in order for ShowCase to exercise the development license for the
AS400 Version granted in Section 3.2 hereof, and ShowCase shall continue to have
the right to use, modify and distribute the Licensed Software included in the
AS400 Version as provided in this Agreement. Furthermore, if and when ShowCase's
distribution license to the Licensed Software as a separate product as part of
the Integrated Package is terminated pursuant to this Section 2.12, then
ShowCase shall have no obligation to meet the Minimum Amount requirement in any
fiscal year notwithstanding any contrary terms in Section 2.11. Because ShowCase
is entitled to two (2) years written notice of termination under this Section
2.12, there shall be no "wind-down" period (as that term is used in section
10.3(b)).
- ----------
### Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
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ARTICLE 3: DEVELOPMENT ACTIVITIES AND SOURCE CODE
3.1 Development. ShowCase shall be primarily responsible for the
integration of the ShowCase Products with the Licensed Software, and, if
ShowCase deems market acceptance of the AS400 Version likely, for the
development of the AS400 Version; provided, however, that IntraNet Solutions
shall give ShowCase reasonable technical assistance necessary in order to assist
ShowCase with the integration of the ShowCase Products with the Licensed
Software and the development of the AS400 Version. Such technical assistance
shall include, without limitation, reasonable extended access via telephone and
email to IntraNet Solutions development staff. IntraNet Solutions acknowledges
and agrees that ShowCase shall have no obligation hereunder to develop the
Ported Products. Unless the parties agree otherwise in writing, each party will
be responsible for its own costs related to the development efforts pursuant to
this Section 3.1.
3.2 Development License. Subject to the terms and conditions of this
Agreement, for the term of this Agreement and any "wind-down" period (as
described in Section 10.3), IntraNet Solutions grants to ShowCase a worldwide,
nonexclusive, royalty-free license to modify the Modification Materials solely
for the purpose of creating the ShowCase Modifications (including without
limitation the Ported Products) and integrating the ShowCase Products with the
Licensed Software. ShowCase may copy, use, display, modify and distribute any
Licensed Software included in such ShowCase Modifications in accordance with the
license rights expressly granted to ShowCase under this Agreement, including
Section 2.1. ShowCase may copy, reproduce or otherwise duplicate the source code
of the Licensed Software, or any part thereof, in any form and on any media as
necessary to exercise its rights granted hereunder, subject to the terms and
conditions of this Agreement. Under no circumstances shall ShowCase disclose the
source code or any other Modification Materials to any of its Affiliates,
Subdistributors or other third-parties, except third party contractors that are
performing work on behalf of ShowCase and who are bound by a reasonable
non-disclosure agreement.
3.3 Changes to Licensed Software. ShowCase shall have the right to have
input into IntraNet Solutions' product development plans for the Licensed
Software. At least once a year, appropriate representatives of the parties shall
meet to discuss the on-going development of the Licensed Software and related
matters.
3.4 Development Coordination. IntraNet Solutions and ShowCase will each
appoint individuals to serve as a Partner Manager, who will be responsible for
the general overall development activities of the parties hereunder, and a
Technical Interface, who will be responsible for the technical aspects of the
development activities of the parties hereunder. The Partner Managers and
Technical Interfaces will serve as the focal point for all communications
related to the development activities of the two companies hereunder.
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ARTICLE 4: TRAINING AND SOFTWARE MAINTENANCE SERVICES
4.1 Training. IntraNet Solutions will provide up to ### days of initial
development/support training in the use of the Licensed Software to up to ###
employees and agents of ShowCase. In addition, during the term of this
Agreement, IntraNet Solutions will provide training in the use of new releases
of the Licensed Software for up to ### employees or agents of ShowCase through
IntraNet Solutions regularly scheduled classes. Also, IntraNet Solutions will
provide up to ### days of marketing and sales training support to ShowCase
employees and agents in order to assist ShowCase in positioning collateral
creation, presentations creation, demonstration creation and the like. All of
the foregoing training will be provided at no charge to ShowCase; provided,
however, that ShowCase will pay the travel and living expenses of the ShowCase
personnel who attend such training. Additional training beyond the amounts
stated above will be provided by IntraNet Solutions to agents and employees of
ShowCase at the standard fee charged by IntraNet Solutions to its preferred
customers for such training.
4.2 Support and Maintenance. ShowCase and/or its Subdistributors shall
provide ### support (i.e., ###) for the Licensed Software and the Ported
Products that they distribute. IntraNet Solutions shall have no responsibility
to provide any ### support for the Licensed Software or the Ported Products
distributed by ShowCase or its Subdistributors, and shall refer all requests for
such support to ShowCase. IntraNet Solutions shall provide to ShowCase's support
personnel (regardless of the locations of such personnel) all ### support (i.e.,
###) necessary in order for ShowCase to provide such ### support.
Notwithstanding anything to the contrary herein, IntraNet Solutions shall have
no obligation to provide any support to ShowCase or any third party for any
ShowCase Modifications. In addition, IntraNet Solutions shall provide to
ShowCase at no charge all Updates to the Licensed Software as soon as they
become commercially available.
ARTICLE 5: COMPENSATION
5.1 Prepaid Royalty. ShowCase shall pay to IntraNet Solutions a one-time
payment of ### on or before December 31, 1999. Such payment shall entitle
ShowCase to receive a prepaid royalty credit ("Royalty Credit") equal to ###,
which will be applied against the royalties due to IntraNet Solutions under
Section 5.2 hereof. Upon the execution of this Agreement, ShowCase shall also
receive a Royalty Credit equal to ### representing a refund of amounts paid to
IntraNet Solutions for IntraNet Solutions software licensed but not used by
ShowCase and no longer need by ShowCase in light of this Agreement. Accordingly,
after payment of the one-time payment, ShowCase will have a total Royalty Credit
equal to ###. In addition, the Royalty Credit may increase from time to time as
described in Section 2.11.
5.2 Royalties. As payment in full for the rights and licenses granted to
ShowCase hereunder, ShowCase shall pay to IntraNet Solutions the royalties set
forth on Exhibit A attached
- ----------
### Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
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hereto.
5.3 Third Party Software. At the same time that ShowCase pays IntraNet
Solutions the royalties payable under Section 5.2, ShowCase shall pay to
IntraNet Solutions the applicable royalty rate set forth on Schedule A for each
copy of the Third Party Software that ShowCase licenses from IntraNet Solutions
and distributes in conjunction with the Licensed Software and/or Ported
Products. The parties acknowledge that ShowCase shall only be required to pay
royalties to IntraNet Solutions on copies of the Third Party Software actually
licensed and obtained from IntraNet Solutions; ShowCase shall pay directly to
the applicable developer and/or reseller for all Third Party Software licensed
by ShowCase directly from such developer and/or reseller.
5.4 Payment Terms and Reports. ShowCase shall pay all royalties due and
payable to IntraNet Solutions during the previous quarter (ending on March 31,
June 30, September 30 and December 31 of each year) pursuant to Section 5.2
within forty-five (45) days after the end of such quarter. All such royalties
are payable in U.S. dollars. With all such payments, ShowCase shall provide
reports to IntraNet Solutions detailing all royalties payable and the basis for
the determination of such fees.
5.5 Records. ShowCase shall keep complete and accurate records relating to
its use and marketing of the Licensed Software in accordance with standard
business practices in the computer industry and generally accepted accounting
principles. To assure compliance with the payment and reporting requirements of
this Agreement, IntraNet Solutions or its independent auditors may inspect
ShowCase's applicable records from time to time, but no more frequently than
once per year. In the event any inspection of ShowCase's records indicates an
underpayment of an amount equal to or greater than ### of any amounts due
hereunder, ShowCase shall promptly reimburse IntraNet Solutions for all
reasonable expenses associated with such inspection along with the deficient
amounts.
5.6 Maintenance Fee. As payment in full for the maintenance and support
services described in Sections 4.2, and for the right to distribute all Updates
to the Licensed Software without payment of any additional royalty to IntraNet
Solutions, ShowCase will pay to IntraNet Solutions an annual maintenance fee
("Maintenance Fee") equal to ### of the royalties paid or payable to IntraNet
Solutions for the Licensed Software and Ported Products pursuant to Section 5.2
(cumulative, life to date), but only for those end-users who have contracted for
maintenance/support subscriptions for the Licensed Software and/or Ported
Products from ShowCase as of the date of the annual payment. Such annual
Maintenance Fee (or pro rata portion thereof) will be payable on or before
January 31 for each year (or portion thereof) that this Agreement is in effect;
provided, however that ShowCase is not required to make such payment during the
first year of this Agreement. Accordingly, the first payment of annual
Maintenance Fees due from ShowCase hereunder shall not be due until January 31,
2001. ShowCase shall be entitled to set the prices charged end-user customers
for maintenance and support services for the Licensed Software and Ported
Products.
- ----------
### Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
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5.7 Taxes and Duties. ShowCase shall be solely responsible for and shall
pay all taxes, duties, import deposits, assessments and other governmental
charges, however designated, which are now or hereafter imposed by any
governmental authority or agency that are based on (a) the payment of any amount
by ShowCase to IntraNet Solutions pursuant to this Agreement for the Licensed
Software, Ported Products or the use thereof, or (b) the import of the Licensed
Software or Ported Products if such transaction is international in nature;
provided, that ShowCase shall not be responsible for paying any taxes on the
income of IntraNet Solutions.
ARTICLE 6: WARRANTIES AND REPRESENTATIONS
6.1 Limited Performance Warranty. IntraNet Solutions represents and
warrants that the Licensed Software (including all Updates and Enhancements)
will substantially conform to the applicable IntraNet Solutions Documentation.
6.2 Year 2000 Warranty. IntraNet Solutions represents and warrants that the
Licensed Software: (a) are designed to be used prior to, during and after the
calendar year 2000 A.D. (including all leap years), (b) will operate during and
after the calendar year 2000 A.D. without error, abnormal ending, or providing
invalid or incorrect results relating to date data, specifically including any
error, abnormal ending or incorrect results relating to, or the product of date
data that represents or references different centuries or leap years, (c)
include year 2000 capabilities, including, but not limited to, providing that
all date-related user interfaces and data interface functionalities and data
fields include an unambiguous indication of century.
6.3 Other Warranties.
6.3.1 Traps and Time Bombs. IntraNet Solutions represents and warrants
that the Licensed Software and Modification Materials, as delivered to
ShowCase, do not contain any computer software code, routines, data or
hardware components designed to disable, damage, impair, or erase the
Licensed Software, or other software or data, except that the Licensed
Software does contain license keys. IntraNet Solutions also warrants that
it will provide all necessary license keys for the Licensed Software
licensed hereunder in a timely manner.
6.3.2 Anti-Virus Protection. IntraNet Solutions will take commercially
reasonable, industry standard precautions to prevent the transmission of
computer viruses to ShowCase in connection with the delivery of the
Licensed Programs and the Modification Materials. The foregoing
notwithstanding, IntraNet Solutions does not represent or warrant that the
Licensed Software or the Modification Materials will be free of computer
viruses.
6.4 Warranty Disclaimer. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
6.5 Limitation on Damages. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
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NEITHER PARTY SHALL HAVE ANY LIABILITY OF ANY KIND FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND
LOSS OF DATA, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH POTENTIAL LOSS OR DAMAGE BY THE OTHER PARTY OR ANY THIRD PARTY. THIS
LIMITATION SHALL NOT APPLY TO EITHER PARTY'S OBLIGATION TO INDEMNIFY THE OTHER
UNDER ARTICLE 7 OF THIS AGREEMENT OR TO ANY ACTION ARISING OUT OF A BREACH OF
THE NDA.
6.6 ShowCase Disclaimer. INTRANET SOLUTIONS ACKNOWLEDGES AND AGREES THAT
SHOWCASE DISCLAIMS ANY WARRANTY, REPRESENTATION OR GUARANTEE THAT SHOWCASE'S
DISTRIBUTION OF THE LICENSED SOFTWARE AS PERMITTED HEREUNDER WILL GENERATE ANY
PARTICULAR LEVEL OF ACTUAL SALES OR REVENUE TO INTRANET SOLUTIONS, OR THAT
DEVELOPMENT OF THE PORTED PRODUCTS WILL BE COMPLETED WITHIN ANY PARTICULAR TIME
PERIOD OR AT ALL, AND SHOWCASE, ITS DIRECTORS, OFFICERS, EMPLOYEES,
SUBDISTRIBUTORS, AGENTS AND AFFILIATES SHALL HAVE NO LIABILITY OF ANY KIND OR
NATURE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL
OR ANY OTHER TYPE OF DAMAGES), REGARDLESS OF THE FORM OF ACTION, FOR ANY FAILURE
TO DEVELOP (OR ANY DELAY IN THE DEVELOPMENT OF) THE PORTED PRODUCTS, OR ANY
FAILURE TO ACHIEVE ANY PARTICULAR LEVEL OF SALES OR REVENUE TO INTRANET
SOLUTIONS.
ARTICLE 7: INDEMNIFICATION
7.1 Indemnification for Infringement.
7.1.1. Indemnification by IntraNet Solutions. IntraNet Solutions
hereby agrees to indemnify, defend and hold ShowCase, its employees,
directors, Subdistributors, Affiliates, agents and customers (collectively,
"Indemnitees") harmless from any third party suit, claim or other legal
action ("Legal Action") including any reasonable costs or legal fees
thereby incurred by an Indemnitee, that alleges the Licensed Software,
IntraNet Solutions Documentation, Modification Materials, IntraNet
Solutions trademarks, or those portions of the Licensed Software included
in the Ported Products, in whole or in part (collectively, the "IntraNet
Solutions Intellectual Property"), as delivered to ShowCase, or their use
by ShowCase or any other Indemnitee as permitted hereunder, infringes any
patent, copyright, trade secret, or other intellectual property rights of
any third party; provided, however, that the foregoing indemnity shall not
apply to the extent any Legal Action arises out of (a) modifications to the
IntraNet Solutions Intellectual Property made by any party other than
Intranet Solutions or its agents, or (b) the use of the IntraNet Solutions
Intellectual Property in conjunction with other software or hardware not
provided or recommended for use by IntraNet Solutions. An Indemnitee shall
give written notice of any Legal Action to IntraNet Solutions within a
reasonable time of such Indemnitee's first knowledge thereof. IntraNet
Solutions shall have sole and
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exclusive control of the defense and settlement of any Legal Action,
including the choice and direction of any legal counsel, provided that
IntraNet Solutions shall not obligate an Indemnitee in any way (monetarily
or otherwise) as part of any settlement of a Legal Action without such
Indemnitee's prior written consent, which consent will not be unreasonably
withheld. An Indemnitee may not settle or compromise any Legal Action
without the written consent of IntraNet Solutions. THE FOREGOING STATES
SHOWCASE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT
OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND, AND INTRANET SOLUTIONS
EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF NONINFRINGEMENT.
7.1.2 Indemnification by ShowCase. ShowCase hereby agrees to
indemnify, defend and hold IntraNet Solutions, its employees, directors,
distributors, agents and customers (collectively, "Indemnitees") harmless
from any third party suit, claim or other legal action ("Legal Action")
including any reasonable costs or legal fees thereby incurred by an
Indemnitee, that alleges (a) the ShowCase Modifications, or (b) any other
unauthorized modifications to the IntraNet Solutions Intellectual Property
made by or for ShowCase or Subdistributors, infringes any patent,
copyright, trade secret, or other intellectual property rights of any third
party; provided, however, that the foregoing indemnity shall not apply to
the extent any Legal Action arises out of the IntraNet Solutions
Intellectual Property in whole or in part. An Indemnitee shall give written
notice of any Legal Action to ShowCase within a reasonable time of such
Indemnnitee's first knowledge thereof. ShowCase shall have sole and
exclusive control of the defense and settlement of any Legal Action,
including the choice and direction of any legal counsel, provided that
ShowCase shall not obligate an Indemnitee in any way (monetarily or
otherwise) as part of any settlement of a Legal Action without such
Indemnitee's prior written consent, which consent will not be unreasonably
withheld. An Indemnitee may not settle or compromise any Legal Action
without the written consent of ShowCase. THE FOREGOING STATES SHOWCASE'S
SOLE AND EXCLUSIVE OBLIGATION TO INTRANET SOLUTIONS RELATING TO ANY ALLEGED
INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
7.2 Indemnification. Except for any Legal Action that arises under Section
7.1 above, ShowCase hereby agrees to indemnify, defend and hold IntraNet
Solutions and its employees, agents, officers, directors and resellers
(collectively, "IntraNet Solutions Indemnitees") harmless from any Legal Action
including any reasonable costs or legal fees thereby incurred by IntraNet
Solutions Indemnitees, arising from, or resulting out of or related to any
negligence or willful misconduct of ShowCase. IntraNet Solutions shall give
written notice of any Legal Action within a reasonable time of IntraNet
Solutions Indemnitees' first knowledge thereof. ShowCase shall have sole and
exclusive control of the defense of any Legal Action, including the choice and
direction of any legal counsel provided that ShowCase shall not obligate
IntraNet Solutions Indemnitees in any way (monetary or otherwise) as part of any
settlement of the legal action without IntraNet Solutions Indemnitees' written
consent. IntraNet Solutions may not settle or compromise any Legal Action
without the written consent of ShowCase.
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ARTICLE 8: CONFIDENTIALITY
8.1 Non-Disclosure Agreement. The parties have executed a separate
Non-Disclosure Agreement dated as of December 31, 1999, a copy of which is
attached hereto as Exhibit B (the "NDA"). The parties each acknowledge and agree
that the NDA is in full force and effect and shall apply to their dealings
pursuant to this Agreement as if fully set forth in the body of this Agreement.
If either party exercises its right under the NDA to terminate the NDA while
this Agreement remains in effect, the terms and provisions of the NDA shall
survive such termination with respect to the parties' dealings pursuant to this
Agreement.
ARTICLE 9: IMPORT AND EXPORT OF PRODUCTS
9.1 Import Documentation. If applicable, ShowCase shall be responsible for
obtaining all licenses and permits required to import the Licensed Software and
Ported Products in accordance with applicable laws or regulations of the
applicable country. IntraNet Solutions shall provide to ShowCase and its agents
in a timely manner all assistance necessary in order for ShowCase to obtain all
import licenses and permits as required.
9.2. Export Regulations. If applicable, IntraNet Solutions shall supply
ShowCase on a timely basis with all necessary information and documentation
requested by ShowCase for export of the Licensed Software and Ported Products in
accordance with U.S. export control laws or regulations.
ARTICLE 10: TERM AND TERMINATION
10.1 Term. This Agreement shall take effect on the Effective Date and shall
continue in force for a period of ten (10) years unless and until terminated
pursuant to Section 10.2.
10.2 Termination. Notwithstanding the provisions of Section 10.1 above,
this Agreement may be terminated:
(a) Upon written notice to the other party, if the that party is in
material breach of this Agreement and has failed to cure such breach
within thirty (30) days after its receipt of written notice thereof
from the non-breaching party (or if the breach is of a type that
cannot reasonably be cured within thirty days, if the breaching party
has not commenced to cure the breach within said thirty-day period or
does not then proceed diligently and continuously to remedy such
breach as soon as reasonably possible); or
(b) Upon written notice to the other party, if an event of Force Majeure
that affects the other party's performance continues for more than six
(6) months;
(c) Upon thirty (30) days written notice if ShowCase elects to terminate
this Agreement as provided in Section 2.11;
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(d) Upon written notice to ShowCase if ShowCase is acquired by, merges
with, or comes under the control of a competitor of IntraNet
Solutions, provided that such notice must be received by ShowCase
within ninety (90) days after IntraNet Solutions receipt of written
notice of the date of completion of such acquisition, merger or change
of control. For the purposes of this Section 10.2(d) an entity shall
be deemed to be a competitor of IntraNet Solutions if it designs,
develops, markets, resells, distributes, supports or maintains
software with content management, report parsing or content publishing
functionality equivalent or similar to the functionality of the
Licensed Software in any market except the AS400 market.
10.3 Rights and Obligations on Termination. In the event of termination of
this Agreement for any reason, the parties shall have the following rights and
obligations;
(a) Neither party shall be released from the obligation to make payment of
any and all amounts due and payable pursuant to this Agreement,
including but not limited to those then due and thereafter to become
due.
(b) ShowCase shall be entitled to a "wind-down" period of two (2) years
after termination of this Agreement. During such wind-down period,
ShowCase and its Subdistributors may continue to distribute the
Licensed Software as a separate product and as part of the Ported
Products pursuant to the terms of the Distribution License granted in
Section 2.1 of this Agreement, and ShowCase shall continue to maintain
and support the Licensed Software as separate product and as part of
the Ported Products pursuant to the terms of the Development License
granted in Section 3.2 of this Agreement; provided, however, that if
this Agreement is terminated by IntraNet Solutions pursuant to Section
10.2(a), then during said wind-down period, ShowCase and its
Subdistributors may only distribute, support, and maintain the
Licensed Software and the Ported Products if and as required under a
legally binding agreement executed before the termination of this
Agreement.
(c) The license rights granted to any end-user customer who has licensed
the Licensed Software or Ported Products prior to the effective date
of such termination (or during the wind-down period described in
Section 10.3(b)) shall not be affected by termination of this
Agreement.
(d) If ShowCase so elects, IntraNet Solutions shall continue to provide
support and maintenance (as described in Section 4.2) and shall
continue to deliver the Licensed Software (as described in Section
2.6) for so long as ShowCase continues to provide support and
maintenance (including all Updates) to end user customers who have
licensed the Licensed Software and/or Ported Products but in no event
for more than two (2) years after the termination of this Agreement.
For so long as ShowCase continues to provide such support and
maintenance, but in no event for more than two (2) years after the
termination of this Agreement,
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ShowCase will continue to all have rights granted hereunder that are
necessary solely in order to do so, including, without limitation, the
rights granted in Sections 2.7, 2.8, 2.10 and 3.2.
(e) The internal use license granted to ShowCase in Section 2.2(a) for the
Licensed Software, and the right to receive Updates for such Licensed
Software hereunder, shall continue in perpetuity provided that
ShowCase pays to IntraNet Solutions the then-current annual or other
periodic fees for maintenance and support of such Licensed Software,
starting as of the termination date of the "wind-down" period
described in paragraph (b) above.
(f) At dates mutually agreed to by the parties, IntraNet Solutions shall
offer to ShowCase customers of the Licensed Software and/or the Ported
Products the option to convert to IntraNet Solutions then-currently
available versions of the Licensed Software on any hardware platform
in return for the customer's payment of the then-current maintenance
fee for the applicable replacement software.
(g) All materials, licenses, software, information, Confidential
Information and other property provided by either party as part of
this Agreement, shall immediately be returned to the other party;
provided, however, that each party shall continue to have the right to
use all such Confidential Information and property of the other during
the "wind-down" period described above.
10.4 Bankruptcy. THE PARTIES INTEND FOR THIS AGREEMENT AND THE LICENSES
GRANTED HEREIN TO COME WITHIN SECTION 365(n) OF THE U.S. BANKRUPTCY CODE AND,
NOTWITHSTANDING THE BANKRUPTCY OR INSOLVENCY OF INTRANET SOLUTIONS, THIS
AGREEMENT AND THE LICENSES GRANTED HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT
SO LONG AS SHOWCASE IS IN MATERIAL COMPLIANCE WITH THE TERMS AND CONDITIONS
HEREOF.
10.5 Survival. Upon termination of this Agreement for any reason, the
following provisions of this Agreement shall survive: 2.3, 2.4. 2.5, 5.2-5.7
(solely during the time period that ShowCase is obligated to pay any amounts due
pursuant to Section 5.2, 5.3 or 5.6), 6, 7, 8, 9, 10.3, 10.5, 12 and 13.
ARTICLE 11: FORCE MAJEURE
11.1 Definition. "Force Majeure" shall mean any event or condition beyond
the reasonable control of either party which prevents, in whole or in material
part, the performance by one of the parties of its obligations hereunder or
which renders the performance of such obligations so difficult or costly as to
make such performance commercially unreasonable. Without limiting the foregoing,
the following shall constitute events or conditions of Force Majeure: acts of
State or governmental action, riots, disturbance, war, strikes, lockouts,
slowdowns, prolonged shortage of energy or other supplies, epidemics, fire,
flood, hurricane,
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typhoon, earthquake, lightning and explosion, or any refusal or failure of any
governmental authority to grant any export license legally required.
11.2 Notice. Upon written notice to the other party, a party affected by an
event of Force Majeure shall be suspended without any liability on its part from
the performance of its obligations under this Agreement, except for the
obligation to pay any amounts due and owing hereunder. Such notice shall include
a description of the nature of the event of Force Majeure, and its cause and
possible consequences. The party claiming Force Majeure shall also promptly
notify the other party of the termination of such event.
11.3 Suspension of Performance. During the period that the performance by
one of the parties of its obligations under this Agreement has been suspended by
reason of an event of Force Majeure, the other party may likewise suspend the
performance of all or part of its obligations hereunder to the extent that such
suspension is commercially reasonable.
ARTICLE 12: ARBITRATION
12.1 Dispute Resolution. Except as provided in Section 12.2 below, ShowCase
and IntraNet Solutions shall each use its best efforts to resolve any dispute
between them promptly and amicably and without resort to any legal process, if
feasible. This will include but not be limited to a meeting by executive
officers of ShowCase and IntraNet Solutions to discuss and attempt in good faith
to settle the dispute. The foregoing in this Section 12.1 shall be without
prejudice to either party's rights, if applicable, to terminate this Agreement
under Article 10 above.
12.2 Litigation Rights Reserved. If any dispute arises with regard to the
unauthorized use or infringement of Confidential Information by either party,
the other party may seek any available remedy at law or in equity from a court
of competent jurisdiction.
12.3 Procedure for Arbitration. Except as provided in Section 12.2 above,
any dispute, claim or controversy arising out of or in connection with this
Agreement which has not been settled through negotiation shall be resolved by
final and binding arbitration under the then applicable Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). Any such arbitration
shall be conducted in Minneapolis, Minnesota, U.S.A. in the English language. An
arbitration award may be enforced in any court of competent jurisdiction.
Notwithstanding any contrary provision in the AAA Rules, the following
additional procedures and rules shall apply to any such arbitration:
(a) The arbitrators may not award or assess punitive damages against
either party.
(b) Each party shall bear its own costs and expenses of the arbitration
and one-half (1/2) of the fees and costs of the arbitrators, subject
to the power of the arbitrators, in their sole discretion, to award
all such reasonable costs, expenses and fees to the prevailing party.
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ARTICLE 13: MISCELLANEOUS
13.1 Relationship. This Agreement does not make either party the employee,
agent or legal representative of the other for any purpose whatsoever. Neither
party is granted any right or authority to assume or to create any obligation or
responsibility, express or implied, on behalf of or in the name of the other
party. Each party is acting as an independent contractor. 13.2 Assignment.
Neither party shall have the right to assign or otherwise transfer its rights
and obligations under this Agreement except with the prior written consent of
the other party; provided, however, either party may assign any or all of its
rights and obligations hereunder to any of its subsidiaries, or a successor in
interest by merger, by operation of law, assignment, or otherwise, or one who
purchases or obtains all or substantially all of the business of such party.
13.3 Notices. Notices permitted or required to be given hereunder shall be
deemed sufficient if given by registered or certified mail, postage prepaid,
return receipt requested, by private courier service, or by facsimile addressed
to the respective addresses of the parties as first above written or at such
other addresses as the respective parties may designate by like notice from time
to time. Notices so given shall be effective upon (a) receipt by the party to
which notice is given, or (b) on the fifth (5th) day following domestic mailing
or the tenth (l0th) day following international mailing, as may be the case,
whichever occurs first.
13.4 Publicity. This Agreement is confidential, and no party shall issue
press releases or engage in other types of publicity of any nature (including
discussions at computer professionals' meetings and seminars) dealing with the
commercial or legal details of this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld. However,
approval of such disclosure shall be deemed to be given to the extent such
disclosure is required to comply with governmental rules, regulations or other
governmental requirements. In such event, the publishing party shall furnish a
copy of such disclosure to the other party.
13.5 Entire Agreement. This Agreement, including the Attachments hereto
which are incorporated herein, constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all proposals, oral or
written, and all negotiations, conversations, discussions, previous distribution
or value added reseller agreements heretofore between the parties, including the
letter containing the potential terms of an agreement between the parties dated
November 15, 1999.
13.6 Amendment. This Agreement may not be modified, amended, rescinded,
canceled or waived, in whole or in part, except by written amendment signed by
both parties hereto.
13.7 Governing Law. This Agreement shall be governed by and interpreted
under the laws of the State of Minnesota, excluding its choice of law rules.
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13.8 Severability. If any provision of this Agreement is found
unenforceable under any the laws or regulations applicable thereto, such
provision terms shall be deemed stricken from this Agreement, but such
invalidity or unenforceability shall not invalidate any of the other provisions
of this Agreement.
13.9 Counterparts. This Agreement may be executed in two or more
counterparts in the English language, and each such counterpart shall be deemed
an original hereof.
13.10 Waiver. No failure by either party to take any action or assert any
right hereunder shall be deemed to be a waiver of such right in the event of the
continuation or repetition of the circumstances giving rise to such right.
13.11 Parties Bound. This Agreement shall be binding on ShowCase and
IntraNet Solutions and their assignee and all successors in interest.
13.12 No Solicitation or Hire. During the term of this Agreement and for
one (1) year thereafter, neither party will directly or indirectly solicit or
hire an employee or contractor of the other party, without the prior written
consent of the other party.
[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives below.
ShowCase Corporation IntraNet Solutions, Inc.
By By
------------------------------ -------------------------------
Name Name
------------------------------ -------------------------------
Title Title
------------------------------ -------------------------------
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EXHIBIT A
ROYALTIES
1. Distribution Royalties. ShowCase will pay to IntraNet Solutions the
following royalties on copies of the Licensed Software and Ported Products
distributed by ShowCase and Subdistributors to end users as follows:
The applicable percentage listed in the table below X the greater of ###
For the avoidance of doubt, the internal use licenses granted to ShowCase and
its Affiliates in Section 2.2 is royalty-free, and the internal use licenses
granted to ShowCase, its Affiliates and Subdistributors for marketing,
promotion, support and maintenance in Section 2.1 is royalty-free. Further,
ShowCase shall be obligated to pay any royalties due under Section 5.2 only if
the Royalty Credit is not then-currently exhausted.
A. CUEP Definition. The CUEP is defined as the current average end user
price charged to end user customers who license the applicable Licensed Product
directly or indirectly (through sales representatives, agents, resellers or the
like) from IntraNet Solutions. Through the calendar quarter ending June 30,
2000, the CUEP prices for royalty calculation purposes under this Agreement
shall be as follows:
XCS/XRS/XCP restricted (i.e., restrictions on functionality) bundle
solely for business intelligence and reporting content - ###
###
###
###
For calendar quarters beginning July 1, 2000, the CEUP shall be determined by
mutual agreement of ShowCase and IntraNet Solutions, or if no such agreement is
reached, using the CUEP actually charged end users for the prior six (6) month
period. IntraNet Solutions and ShowCase shall agree on the CUEP for each
calendar quarter ending after June 30, 2000, or if the parties cannot reach
agreement, then the CUEP will be determined based on a review of the end user
prices actually charged in those agreements pursuant to which end users have
licensed the Licensed Products during the preceding calendar quarter.
B. Applicable Royalty Percentages. The following royalty percentages will
apply:
- ----------
### Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
21
<PAGE>
- -------------------------------------------------------------------------------
Products AS400 Licensed Software
Version** (NT/UNIX Version)
- -------------------------------------------------------------------------------
XCS, XRS and XCP for Enterprise ### ###*
Reporting only+
- -------------------------------------------------------------------------------
XCS and XCP when sold for Content ### ###*
Management
- -------------------------------------------------------------------------------
Incremental Royalty if on-site sales ### ###
support required of IntraNet Solutions
(as requested by ShowCase in writing)
- -------------------------------------------------------------------------------
* These royalty rates assume that the Licensed Software will be integrated with
ShowCase Products as part of an Integrated Package. These royalty rates ### for
the Licensed Software sold by ShowCase or its Subdistributors to end-user
customers who do not use the Licensed Software to import information from an
AS400 system and/or where the AS400 system does not include ShowCase Products
for which the end-user customer has paid at least ###.
** If an end user customer has previously licensed the Licensed Software, then
ShowCase shall only be required to pay ### of the amounts of the royalty
percentages listed in the table above for the Ported Products (###).
+ If an End-User licenses a version of the XCP and/or the XRS that is not an
AS400 Version (i.e., a version of XCP and/or XRS for a platform other than the
AS400) for use in conjunction with an AS400 Version of XCS, then the ### royalty
rate shall apply for the version of XCP and/or XRS licensed to such End-User.
2. Third Party Software Royalties.
The following royalties are payable by ShowCase to IntraNet Solutions on each
copy of Third Party Software licensed and obtained from IntraNet Solutions and
distributed as part of the Licensed Software or Ported Products:
A. Verity
###
B. Adobe
- ----------
### Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
22
<PAGE>
- distiller = ###
- docserver = ###
C. Computerstream
- Watermark = ###
- ----------
### Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
23
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,042
<SECURITIES> 26,198
<RECEIVABLES> 9,513
<ALLOWANCES> 740
<INVENTORY> 0
<CURRENT-ASSETS> 40,300
<PP&E> 4,646
<DEPRECIATION> 2,387
<TOTAL-ASSETS> 42,630
<CURRENT-LIABILITIES> 17,209
<BONDS> 0
0
0
<COMMON> 104
<OTHER-SE> 24,465
<TOTAL-LIABILITY-AND-EQUITY> 42,630
<SALES> 28,658
<TOTAL-REVENUES> 28,658
<CGS> 0
<TOTAL-COSTS> 8,594
<OTHER-EXPENSES> 23,303
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15
<INCOME-PRETAX> (2,384)
<INCOME-TAX> 500
<INCOME-CONTINUING> (2,884)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,884)
<EPS-BASIC> (.35)
<EPS-DILUTED> (.35)
</TABLE>
