<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 10, 2000
ACTUATE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24607 94-3193197
-------- ------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
701 Gateway Boulevard, South San Francisco, California 94080
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (650) 837-2000
<PAGE>
Actuate Corporation
Table of Contents
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Item 7. Financial Statements and Exhibits.......................... 3
Signatures.......................................................... 5
</TABLE>
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Included as Exhibit 99.01 hereto, and incorporated herein by
reference, is a copy of the audited consolidated financial statements of Open
Software Technology, LLC ("OST") as of December 31, 1999 and for the fiscal year
ended December 31, 1999.
(b) Pro Forma Financial Statements
Included as Exhibit 99.02 hereto, and incorporated herein by
reference, is a copy of the pro forma condensed combined consolidated financial
statements with respect to the acquisition of OST (the "Acquisition"), which
includes the following statements:
(i) The pro forma condensed combined consolidated balance
sheet combines Actuate Corporation's ("Actuate")
balance sheet at December 31, 1999 with OST's balance
sheet at December 31, 1999.
(ii) The pro forma condensed combined consolidated statement
of operations combines Actuate's statement of
operations for the fiscal year ended December 31, 1999
with OST's statement of operations for the fiscal year
ended December 31, 1999.
(c) Exhibits:
The following exhibits are filed herewith:
Exhibit Description
------- -----------
2.1 Form of the Purchase Agreement dated February 29, 2000,
by and among Actuate, Rohit Mathur, Barry Clague, Anita
gupta and Sowmya Narayan.*
23.01 Consent of Goldstein Golub Kessler LLP, Independent
Auditors
99.01 Audited Consolidated Financial Statements of OST as of
December 31, 1999, and for the fiscal year ended
December 31, 1999.
99.02 Pro forma condensed consolidated combined balance sheet
at December 31, 1999 and pro forma condensed
consolidated combined statement of operations for the
fiscal year ended December 31, 1999.
------------------
* Previously filed.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Actuate Corporation
Date: May 9 2000 /s/ William P. Garvey
--------------------------------
William P. Garvey
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
2.1 Form of the Purchase Agreement dated February 29, 2000,
by and among Actuate, Rohit Mathur, Barry Clague, Anita
gupta and Sowmya Narayan.*
23.01 Consent of Goldstein Golub Kessler LLP, Independent
Auditors
99.01 Audited Consolidated Financial Statements of OST as of
December 31, 1999, and for the fiscal year ended
December 31, 1999.
99.02 Pro forma condensed consolidated combined balance sheet
at December 31, 1999 and pro forma condensed
consolidated combined statement of operations for the
fiscal year ended December 31, 1999
--------------------------
* Previously filed.
<PAGE>
Exhibit 23.01
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors
Actuate Corporation
We hereby consent to the use in the Current Report (Form 8-K/A Amendment #1)
dated May 9, 2000, of our report dated March 27, 2000 on the consolidated
financial statements of Open Software Technology, LLC and Subsidiary for the
years ended December 31, 1999 and 1998.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
May 9, 2000
<PAGE>
Exhibit 99.01
OPEN SOFTWARE TECHNOLOGY, L.L.C.
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
OPEN SOFTWARE TECHNOLOGY, L.L.C. AND SUBSIDIARY
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CONTENTS
December 31, 1999
================================================================================
<S> <C>
Independent Auditor's Report 1
Consolidated Financial Statements:
Balance Sheet 2
Statement of Operations 3
Statement of Members' Equity 4
Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 8
</TABLE>
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Open Software Technology, L.L.C.
We have audited the accompanying consolidated balance sheets of Open Software
Technology, L.L.C. and Subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of operations, members' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Open Software
Technology, L.L.C. and Subsidiary as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
March 27, 2000
<PAGE>
OPEN SOFTWEAR TECHNOLOGY, L.L.C. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
==================================================================================================================
December 31, 1999 1998
- ------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Current Assets:
Cash $ 425,739 $ 291,942
Accounts receivable, net 1,812,514 1,583,327
Other current assets 48,866 8,190
- ------------------------------------------------------------------------------------------------------------------
Total current assets 2,287,119 1,883,459
Property and Equipment, net 71,186 54,667
Other Assets 12,964 52,464
- ------------------------------------------------------------------------------------------------------------------
Total Assets $ 2,371,269 $ 1,990,590
==================================================================================================================
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,263,144 $ 699,649
Line of credit 250,000
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities 1,513,144 699,649
Members' Equity 858,125 1,290,941
- ------------------------------------------------------------------------------------------------------------------
Total Liabilities and Members' Equity $ 2,371,269 $ 1,990,590
==================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE>
OPEN SOFTWEAR TECHNOLOGY, L.L.C. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
==================================================================================================================
Year ended December 31, 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net revenue $ 9,851,457 $6,600,847
Direct costs 9,016,916 5,230,328
- -----------------------------------------------------------------------------------------------------------------
Gross profit 834,541 1,370,519
Selling, general and administrative expenses (1,279,370) (596,512)
Realized and unrealized gain from investment in marketable
security 12,013 17,500
- ------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (432,816) $ 791,507
==================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
OPEN SOFTWARE TECHNOLOGY, L.L.C. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
<TABLE>
<CAPTION>
=================================================================================================================
Year ended December 31, 1999 1998
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Members' equity at beginning of year $1,290,941 $ 499,434
Net income (loss) (432,816) 791,507
- ------------------------------------------------------------------------------------------------------------------
Members' equity at end of year $ 858,125 $1,290,941
==================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
<TABLE>
<CAPTION>
OPEN SOFTWARE TECHNOLOGY, L.L.C. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
=======================================================================================================
Year ended December 31, 1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(432,816) $ 791,507
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Realized and unrealized gain from investment in marketable
security (12,013) (17,500)
Depreciation 19,476 12,277
Changes in operating assets and liabilities:
Increase in accounts receivable (229,187) (997,974)
(Increase) decrease in other current assets (40,676) 1,110
Increase in other assets -- (12,964)
Increase in accounts payable and accrued expenses 563,495 320,617
- -------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (131,721) 97,073
- -------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of investment in marketable security 51,513
Investment in marketable security (22,000)
Purchase of property and equipment (35,995) (66,944)
- -------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 15,518 (88,944)
- -------------------------------------------------------------------------------------------------------
Cash flows from financing activity - proceeds from line of credit 250,000
- -------------------------------------------------------------------------------------------------------
Net increase in cash 133,797 8,129
Cash at beginning of year 291,942 283,813
- -------------------------------------------------------------------------------------------------------
Cash at end of year $ 425,739 $ 291,942
=======================================================================================================
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
OPEN SOFTWARE TECHNOLOGY, L.L.C. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
=============================================================================================================
<S> <C>
1. PRINCIPAL
BUSINESS Open Software Technology, L.L.C. was organized under the laws of the
ACTIVITY AND State of New Jersey on June 29, 1994. Open Software Technology (UK)
SUMMARY OF Ltd., a wholly owned subsidiary, was organized in London on November 20,
SIGNIFICANT 1998. These entities provide computer consulting services to businesses
ACCOUNTING throughout the United States and the United Kingdom. Open Software Technology
POLICIES: India, Ltd. ("India") recruits consultants on behalf of Open Software Technology,
L.L.C.
On April 1, 1999, the Company sold a majority of its 61.88% ownership interest in India
to this entity's other shareholder for no consideration. No gain or loss was recognized
on this transaction. The Company has retained a 2% ownership interest in India and has
an option to purchase an additional 20% ownership interest at India's fair market value
on the date of exercise of the option. The Company did not derive any value from its 2%
ownership interest in India. India will continue to recruit consultants on behalf of
the Company.
The 1999 consolidated financial statements include the accounts of Open Software
Technology, L.L.C. and Open Software Technology (UK) Ltd. (collectively known as the
"Company"). In 1998, the consolidated financial statements included an additional
subsidiary, Open Software Technology India, Ltd. All significant intercompany accounts
and transactions have been eliminated in consolidation.
The Company recognizes revenue when services have been performed.
The Company maintains cash in bank deposit accounts which, at times, exceed
federally insured limits. The Company has not experienced any losses on these
accounts.
Depreciation of property and equipment is provided for by the straight-line method
over the estimated useful lives of the assets.
Costs incurred for producing and communicating advertising are expensed as incurred
and included in selling, general and administrative expenses in the consolidated
statement of operations. Advertising expenses approximated $27,000 and $54,000 for
the years ended December 31, 1999 and 1998, respectively.
No provision for federal income taxes has been reflected in the accompanying
financial statements since, under the Internal Revenue Code (the "Code") and state
of New Jersey tax laws, a limited liability company is not responsible for payment
of income taxes; all income and/or losses pass through directly to the individual
members.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates by management. Actual results
could differ from these estimates.
Management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying consolidated financial statements.
</TABLE>
6
<PAGE>
OPEN SOFTWARE TECHNOLOGY, L.L.C. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
================================================================================
<TABLE>
<CAPTION>
<S> <C>
2. PROPERTY AND Property and equipment, at cost, consists of:
EQUIPMENT:
Depreciation
December 31, 1999 1998 Period
---------------------------------------------------------------------------------
Furniture $ 19,456 $ 19,456 7 Years
Office equipment 83,483 47,488 5 Years
---------------------------------------------------------------------------------
Less accumulated depreciation 102,939 66,944
31,753 12,277
---------------------------------------------------------------------------------
$ 71,186 $ 54,667
=================================================================================
3. MARKETABLE At December 31, 1998, included in other assets on the accompanying consolidated financial statements
SECURITY: is an investment in a marketable security that was bought and held principally for the purpose of
selling it in the near term and is classified as a trading security. A trading security is recorded
at fair value with the change in fair value during the period included in earnings.
During 1999, the investment in the marketable security was sold. At December 31, 1998, the
investment was carried at a cost of $22,000 and had a fair value of $39,500, resulting in an
unrealized gain of $17,500.
During 1999, an additional gain of $12,013 was recorded upon its sale. These gains are reflected in
the Company's statement of operations for the years ended December 31, 1999 and 1998.
4. ACCOUNTS Accounts payable and accrued expenses consist of the following:
PAYABLE AND
ACCRUED
EXPENSES: December 31, 1999 1998
---------------------------------------------------------------------------------
Accounts payable $ 85,368 $159,542
Accrued travel expenses 13,214 49,798
Accrued consulting 485,748 159,960
Accrued salaries 447,072 246,828
Other accrued expenses (none in excess
of 5% of current liabilities) 231,742 83,521
---------------------------------------------------------------------------------
$1,263,144 $ 699,649
=================================================================================
5. LINE OF CREDIT: In August 1998, the Company entered into a credit agreement with a bank. The agreement provides the
Company with a line of credit not to exceed $250,000. The borrowings under the line are due on
demand and bears interest at the bank's prime lending rate (8.5% at December 31, 1999) plus 1%.
</TABLE>
7
<PAGE>
OPEN SOFTWARE TECHNOLOGY, L.L.C. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
================================================================================
<TABLE>
<CAPTION>
<S> <C>
6. EMPLOYEE
BENEFIT PLAN: The Company maintains a defined contribution plan under Section 401(k) of the Code covering all qualified
employees. Under the plan, the Company provides matching contributions equal to 25% of the first 6% of
employee contributions. Contributions to the plan for the year ended December 31, 1999 and 1998 were
approximately $61,100 and $8,800, respectively. An officer of the Company serves as trustee of the plan.
7. RELATED PARTY During 1999, the Company rented administrative office space from one of the members at a cost
TRANSACTIONS: of $2,000 per month. In 1998, this administrative office space was provided by this member
at no cost.
8. COMMITMENTS: The Company is obligated under noncancelable operating leases for a corporate apartment and office space
expiring at various dates through July 2003. The aggregate minimum future payments under these leases are
payable as follows:
Year ending December 31,
2000 $ 80,888
2001 79,040
2002 83,042
2003 49,803
------------------------------------------------------
$ 292,773
======================================================
The office lease is subject to escalation for the
Company's proportionate share of increases in real
estate taxes and other operating expenses. Rent expense
charged to operations for the years ended December 31,
1999 and 1998 amounted to approximately $181,000 and
$129,000, respectively.
9. MAJOR Two customers accounted for approximately 18% and 12%,
CUSTOMERS: respectively, of revenue for the year ended December 31,
1999, and three customers comprised approximately
14%, 13% and 13%, respectively, of accounts receivable
at December 31, 1999.
10. SUBSEQUENT On February 29, 2000, Actuate Corporation acquired all
EVENT: issued and outstanding membership interests of the
Company in exchange for cash and shares of Actuate
Corporation's common stock.
</TABLE>
8
<PAGE>
Exhibit 99.02
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
In February 2000, we acquired all of the outstanding shares of Open Software
Technology, LLC ("OST"), a software consulting firm, for cash and stock. The
total purchase price was $13.1 million, consisting of $7.3 million in cash, $3.2
million in stock, future cash payments of $2.4 million over two years from the
acquisition date, and approximately $200,000 of acquired net liabilities. The
following unaudited pro forma condensed combined consolidated balance sheets as
of December 31, 1999 reflects the acquisition of OST as of December 31, 1999.
The condensed combined consolidated statements of operations for the fiscal year
ended December 31, 1999 give effect as if the acquisition had occurred as of
January 1, 1999. The pro forma adjustments and assumptions are based on
estimates, evaluations and other data currently available. The pro forma
condensed combined statement of operations is provided for illustrative purposes
only and is not necessarily indicative of the combined consolidated results of
operations that would have been reported had the acquisition occurred on January
1, 1999, nor does it represent a forecast of the combined future consolidated
results of operations for any future period. All the information contained
herein should be read in conjunction with the Actuate Corporation's ("Actuate")
Consolidated Financial Statements and the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in Actuate's Annual Report on Form 10-K for the year ended December 31,
1999, and the financial statements and notes thereto of OST included in this
filing as Exhibit 99.01.
ACTUATE CORPORATION AND OPEN SOFTWARE TECHNOLOGY, LLC
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheets
December 31, 1999
(in thousands, except per share data)
<TABLE>
<CAPTION>
Actuate OST
December 31, December 31, Pro forma Pro forma
1999 1999 Adjustments Combined
------------ ------------- ------------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash, cash equivalents and short-term investments... $ 24,153 $ 426 $(9,114) $ 15,465
Accounts receivable, net............................ 17,229 1,812 (15) 19,026
Prepaid and other current assets.................... 1,107 49 - 1,156
---------- ------------ -------------- ----------
Total current assets.................................. 42,489 2,287 (9,129) 35,647
Property and equipment, net........................... 2,438 71 - 2,509
Goodwill and other purchased intangible assets, net... 8,024 - 13,101 21,125
Other assets.......................................... 430 13 - 443
---------- ------------ -------------- ----------
$ 53,381 $2,371 $ 3,972 $ 59,724
========== ============ ============== ==========
LIABILITIES AND EQUITY
Current liabilities:
Bank loan........................................... $ - $ 250 $ - $ 250
Accounts payable and accrued expenses............... 9,577 1,263 (15) 10,825
Deferred revenue.................................... 12,168 - - 12,168
---------- ------------ -------------- ----------
Total current liabilities............................. 21,745 1,513 (15) 23,243
---------- ------------ -------------- ----------
Long-term obligations................................. - - 2,033 2,033
---------- ------------ -------------- ----------
Equity:
Common stock........................................ 28 1,291 (1,291) 28
Additional paid-in capital.......................... 47,844 - 3,245 51,089
Deferred stock compensation......................... (142) - - (142)
Accumulated other comprehensive income.............. 159 - - 159
Accumulated deficit................................. (16,253) (433) - (16,686)
---------- ------------ -------------- ----------
Total stockholders' equity.......................... 31,636 858 1,954 34,448
---------- ------------ -------------- ----------
$ 53,381 $2,371 $ 3,972 $ 59,724
========== ============ ============== ==========
</TABLE>
See accompanying notes
<PAGE>
ACTUATE CORPORATION AND OPEN SOFTWARE TECHNOLOGY, LLC
Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations
Twelve Months Ended December 31, 1999
(in thousands, except per share data)
<TABLE>
<CAPTION>
Actuate OST
For the twelve For the twelve
Months ended Months ended
December 31, December 31, Pro forma Pro forma
1999 1999 Adjustments Combined
-------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
Revenues:
License fees............................................. $ 35,014 $ - $ - $ 35,014
Service.................................................. 11,767 9,851 (508) 21,110
----------- ----------- --------- ----------
Total revenues........................................... 46,781 9,851 (508) 56,124
----------- ----------- --------- ----------
Operating expenses:
Cost of license fees..................................... 896 - - 896
Cost of services......................................... 6,021 9,017 (508) 14,530
Selling, general and administrative...................... 25,862 1,279 - 27,141
Research and development................................. 9,289 - - 9,289
Amortization of goodwill and other purchased
intangibles ............................................. 1,590 - 3,275 4,865
----------- ----------- --------- ----------
Total operating expenses................................. 43,658 10,296 2,767 56,721
----------- ----------- --------- ----------
Income (loss) from operations............................ 3,123 (445) (3,275) (597)
Interest and other income,............................... 1,313 12 - 1,325
----------- ----------- --------- ----------
Income (loss) before income taxes ...................... 4,436 (433) (3,275) 728
Provision for income taxes ............................. 550 - - 550
----------- ----------- --------- ----------
Net income (loss)....................................... $ 3,886 $ (433) $ (3,275) $ 178
=========== =========== ========= ==========
Basic income per share.................................. $ 0.14 $
=========== ==========
Shares used in basic per share calculation.............. 26,963 27,014
=========== ==========
Diluted income per share................................ $0.13 $ 0.01
=========== ==========
Shares used in diluted per share calculation............ 29,950 30,001
=========== ==========
</TABLE>
See accompanying notes
<PAGE>
ACTUATE CORPORATION AND OPEN SOFTWARE TECHNOLOGY, LLC
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
NOTE 1. Certain pro forma adjustments have been made to the accompanying
pro forma combined condensed consolidated financial statements as described
below:
(A) Adjustments in the statement of operations and balance sheet reflect
elimination of inter-company transactions and balances relating to services
provided by OST to Actuate's customers and purchases of training materials
by OST.
(b) The balance sheet includes adjustments to reflect recognition of goodwill
and other intangible assets and issuance of shares as if the acquisition
had occurred on December 31, 1999.
(c) The income statement includes adjustment to reflect amortization of
goodwill and other purchased intangible assets during the twelve months
ended December 31, 1999 as if the acquisition of OST had occurred as of
January 1, 1999. Goodwill and other intangibles arising from the
acquisition are being amortized on a straight-line basis over periods not
exceeding four years.
