BOOLE & BABBAGE INC
10-Q, 1995-08-11
PREPACKAGED SOFTWARE
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                                  UNITED STATES

                       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    June 30, 1995

                                       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    0-132-58
                       ---------------

                              BOOLE & BABBAGE, INC.
                 ----------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Delaware                                    94- 1651571
            --------                                    -----------
(State or other jurisdiction of                       (I.R.S. Employer
 Incorporation or organization)                       Identification No.)

                3131 Zanker Road, San Jose, California 95134-1933
                -------------------------------------------------
                    (Address of principal executive offices)

Registrant's Telephone number, including area code:  408-526-3000

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes X      No___

7,156,552  shares of common stock of the Registrant were  outstanding as of July
31, 1995.



<PAGE>


                              BOOLE & BABBAGE, INC.

                                      INDEX


Part I        FINANCIAL INFORMATION                                     Page No.

       Item 1.     FINANCIAL STATEMENTS
                   Consolidated Balance Sheets
                        June 30, 1995 and September 30, 1994                  1

                   Consolidated Statements of Income
                        Three and Nine Months Ended June 30, 1995 and 1994    2

                   Consolidated Statements of Cash Flows
                        Nine Months Ended June 30, 1995 and 1994              3

                   Notes to Consolidated Financial Statements                 4


       Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS
                   OF FINANCIAL CONDITION AND  RESULTS
                   OF OPERATIONS
                        Nine Months Ended June 30, 1995, and 1994
                        Three Months Ended June 30, 1995 and 1994          5-11


Part II       OTHER INFORMATION

       Item 6.     EXHIBITS AND REPORTS ON FORM 8-K                          12


Signatures                                                                   13



<PAGE>


<TABLE>


                               BOOLE & BABBAGE, INC.
                            Consolidated Balance Sheets
                        (Amounts in thousands except shares)
                             (June 30, 1995 unaudited)
<CAPTION>

                                                                      June 30,       September 30,
                                                                        1995             1994
                                                                      --------         --------
<S>                                                                    <C>              <C>
Assets
Current assets:
    Cash and cash equivalents                                          $38,616          $34,019
    Accounts receivable, net                                            22,520           23,180
    Installment and other receivables, net                              24,282           18,251
    Deferred tax assets                                                  5,099            4,959
    Prepaid expenses and other current assets                            5,773            3,199
                                                                      --------         --------
         Total current assets                                           96,290           83,608

Purchased and internally developed software, net                        12,948           14,276
Equipment, furniture and leasehold improvements, net                     7,924            8,506
Long term installment and other receivables                             26,681           20,011
Long term deferred tax assets                                            2,316            2,284
Costs in excess of net assets of purchased businesses, net                 693              713
Other assets                                                             2,156            2,228
                                                                      --------         --------
          Total assets                                                $149,008         $131,626
                                                                      ========         ========

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                                   $5,874           $6,762
     Accrued payroll expense                                             6,729            6,603
     Other accrued liabilities                                          15,597           16,835
     Notes payable due within one year                                     753            1,171
     Capital lease obligations due within one year                       1,663            2,045
     Deferred maintenance revenue                                       38,895           34,174
                                                                      --------         --------
         Total current liabilities                                      69,511           67,590

Notes payable due after one year                                           675            1,177
Capital lease obligations due after one year                               909            1,903
Deferred maintenance revenue due after one year                         16,347           12,731


Minority interest                                                            -               61


Stockholders' equity:
     Preferred stock, 2,000,000 shares authorized, $.001 par value,          -                -
     Common stock, $.001 par value, authorized--15,000,000 shares;
         issued 7,593,653 (7,368,378 at September 30, 1994)                  7                7
     Additional paid-in capital                                         26,270           23,844
     Retained earnings                                                  38,772           28,724
     Unrealized (loss) gain on marketable securities                       (44)             170
     Foreign currency translation adjustment                             1,046              (96)
     Less treasury stock, 455,550 shares, at cost                       (4,485)          (4,485)
                                                                      --------         --------
         Total stockholders' equity                                     61,566           48,164
                                                                      --------         --------
         Total liabilities and stockholders' equity                   $149,008         $131,626
                                                                      ========         ========

<FN>
See accompanying notes.


</TABLE>
                                       1

<PAGE>

<TABLE>

                              BOOLE & BABBAGE, INC.
                        Consolidated Statements of Income
               (Amounts in thousands, except net income per share)
                                   (Unaudited)

<CAPTION>



                                           Three Months Ended      Nine Months Ended
                                                June 30,                June 30,
                                           -------------------    -------------------
                                             1995       1994        1995       1994
                                           --------   --------    --------   --------
<S>                                        <C>        <C>         <C>        <C>
Revenue:
     Product licensing                     $ 18,755   $ 16,221    $ 58,240   $ 46,765
     Maintenance fees                        17,888     16,171      52,494     47,421
     Services and other                         725        637       2,460      1,983
                                           --------   --------    --------   --------
           Total revenue                     37,368     33,029     113,194     96,169
                                           --------   --------    --------   --------

Costs and expenses:
     Cost of sales                            4,986      3,659      15,528     12,279
     Product development and support          5,872      6,219      17,676     18,118
     Sales and marketing                     20,145     16,872      57,431     45,701
     General and administrative               3,006      3,414      10,975     10,556
     Purchased R&D expense                     --        3,251        --        3,251
                                           --------   --------    --------   --------
           Total costs and expenses          34,009     33,415     101,610     89,905
                                           --------   --------    --------   --------

           Operating income (loss)            3,359       (386)     11,584      6,264

Interest and other income, net                1,037        719       2,784      1,410
                                           --------   --------    --------   --------

Income before provision for income taxes      4,396        333      14,368      7,674

Provision for income taxes                    1,230        105       4,320      2,380
                                           --------   --------    --------   --------

Net income                                 $  3,166   $    228    $ 10,048   $  5,294
                                           ========   ========    ========   ========

Net income per share                       $   0.41   $   0.03    $   1.31   $   0.74
                                           ========   ========    ========   ========

Shares used in per share calculations         7,775      7,270       7,650      7,165
                                           ========   ========    ========   ========

<FN>

See accompanying notes.

</TABLE>

                                       2
<PAGE>

<TABLE>

                              BOOLE & BABBAGE, INC.
                      Consolidated Statements of Cash Flows
                       (Amounts in thousands) (Unaudited)
<CAPTION>

                                                                                                              Nine Months Ended
                                                                                                                  June 30,
                                                                                                         ---------------------------
                                                                                                           1995              1994
                                                                                                         --------          --------
<S>                                                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                                             $ 10,048          $  5,294
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation, amortization and write-off of capitalized software                                      7,129             9,531
      Stock issued under compensatory stock plans                                                              96                98
      Minority interest                                                                                       (61)              (90)
      Changes in operating assets and liabilities:
         Accounts receivable and installment and other receivables                                        (10,238)          (12,383)
         Prepaid expenses and other assets                                                                 (2,117)             (615)
         Accounts payable and accrued expenses                                                             (2,958)            8,488
         Deferred maintenance revenue                                                                       6,970              (888)
                                                                                                         --------          --------
   Net cash provided by operating activities                                                                8,869             9,435
                                                                                                         --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Investments in minority interests                                                                        (344)             (746)
    Purchases of equipment, furniture and leasehold improvements                                           (2,527)           (2,027)
    Payments for purchased and internally developed software                                               (2,314)           (5,542)
                                                                                                         --------          --------
   Net cash used for investing activities                                                                  (5,185)           (8,315)
                                                                                                         --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of lease contracts receivable                                                                       --               6,376
    Proceeds from issuance of common stock                                                                  2,329             3,557
    Treasury stock purchase                                                                                  --                (705)
    Payments on notes payable                                                                                (936)           (1,205)
    Payments on capital leases                                                                             (1,480)           (1,497)
                                                                                                         --------          --------
   Net cash provided by financing activities                                                                  (87)            6,526
                                                                                                         --------          --------

Effect of exchange rate changes on cash                                                                     1,000             1,037
                                                                                                         --------          --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                   4,597             8,683

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                            34,019            23,726
                                                                                                         --------          --------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                                                $ 38,616          $ 32,409
                                                                                                         ========          ========

Supplemental  disclosures of cash flow information:
 Cash paid during the period
  for:
     Interest                                                                                            $    900          $  1,146
     Income taxes, net of refunds                                                                        $  2,760          $  1,040


Supplemental disclosures of noncash investing and financing activities:
  In April 1995,  capital lease  obligations  of $103,000 were incurred when the
     Company entered into a lease for certain computer equipment 

<FN>

See accompanying notes.

</TABLE>

                                       3
<PAGE>


                              BOOLE & BABBAGE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     The accompanying  consolidated financial statements include the accounts of
     all  subsidiaries  after the elimination of all  significant  inter-company
     items and transactions.

     A summary of the significant accounting policies of the Company is included
     in Note 1 of Notes to  Consolidated  Financial  Statements in the Company's
     annual  report on Form 10-K for the year ended  September  30, 1994.  These
     consolidated  financial statements should be read in conjunction with those
     notes.

     The consolidated  financial  information at June 30, 1995 and for the three
     and  nine-month  periods  ended June 30,  1995 and 1994 is  unaudited.  The
     statements in this report  include all  adjustments  of a normal  recurring
     nature. In the opinion of management, these adjustments are necessary for a
     fair  statement  of the  interim  results for the  periods  presented.  The
     interim results are not necessarily  indicative of the results for the full
     year.


<TABLE>

2.   Net Income Per Share

     Net income per common share is computed by adding to the  weighted  average
     number of  common  shares  outstanding  during  the  period  the  number of
     dilutive  common  shares  that  would  be  issuable  upon the  exercise  of
     outstanding  options using the treasury stock method of computation.  Fully
     diluted net income per share is not disclosed  because it is not materially
     different from primary net income per share.

<CAPTION>

(Amounts in thousands, except                   3 mos ended June 30,              9 mos ended June 30,
net income per share)                           1995           1994               1995           1994
                                               --------      --------            ----------    -------
      <S>                                      <C>           <C>                 <C>            <C>
      Primary:
      Common shares outstanding                  7,115         6,763                 7,017       6,622
      Employee stock option plans                  660           507                   633         543
                                               -------       -------             ---------     -------
                                                 7,775         7,270                 7,650       7,165
                                               =======       =======             =========     =======

      Net income                               $ 3,166        $  228             $  10,048      $5,294
                                               =======       =======             =========     =======
      Net income per share                        $.41          $.03                 $1.31        $.74
                                               =======       =======             =========     =======

</TABLE>

3.   Contingencies

     The Company is involved in certain legal actions and claims  arising in the
     ordinary course of business.  Management  believes that such litigation and
     claims will be resolved  without  material  adverse effect on the Company's
     financial position or results of operations.

                                        4


<PAGE>


                              BOOLE & BABBAGE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS: Nine Months ended June 30, 1995

REVENUES:

The Company  derives  its  revenues  primarily  from the  licensing  of computer
software programs and the sales of software  maintenance  services.  The Company
also generates revenue from computer  services and other sources,  although to a
much  lesser  degree.  Total  revenue  for the nine  months  ended June 30, 1995
increased over the same period in the prior year by 17.7%.

                                                % of Revenue 
                                           -----------------------  Year-to-Year
                                             1995           1994       % Change
                                           -------------------------------------
Product licensing                            51.4%          48.6%         24.5%
Maintenance fees                             46.4%          49.3%         10.7%
Services and other                            2.2%           2.1%         24.1%
                                           -------------------------------------
     Total                                  100.0%         100.0%         17.7%
                                           =====================================

Product licensing:

The  Company  licenses  its  products  to  customers  for use on their  computer
systems.  Product licensing  accounted for 51.4% or $58,240,000 of total revenue
in 1995, compared to 48.6% or $46,765,000 in 1994 and increased by 24.5% in 1995
compared to 1994. As is common in the  industry,  more than 50% of the Company's
license revenue is derived from  transactions  that close in the last month of a
quarter,  which can make quarterly  revenues  difficult to forecast.  And, since
operating  expenses are relatively fixed,  failure to achieve projected revenues
could materially and adversely affect the Company's operating results.  This, in
turn, could result in an immediate and adverse effect on the market price of the
Company's stock.

Products:

The  product  area  with  the  highest  growth  rate  so  far  in  1995  is  the
client/server  group  which  has  grown by 50.5%  comprising  11.6% of the total
licensing revenue. The Company anticipates that this group will continue to show
high  growth  rates for the  remainder  of fiscal 1995 as new  products  such as
Ensign  and Stage3  begin to produce  greater  revenue.  However,  these two new
products  have taken longer to rollout than  originally  planned and the Company
competes  with certain  firms who have  greater  resources  along with  products
already  in the  marketplace.  In  addition,  the  Company is  dependent  on the
client/server  market  developing  at a rapid  rate  despite  recent  reports by
industry  analysts that  implementation  of  client/server  networks may be more
expensive and time-consuming than users had anticipated, which could potentially
slow the growth of the market. Due to these factors,  there can be no assurances
that these new products will

                                        5

<PAGE>

                              BOOLE & BABBAGE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

achieve significant market acceptance or competitive success and thus contribute
to revenue  growth.  The  Company  currently  derives  approximately  88% of its
licensing revenue from  mainframe-based  technology.  Plex products,  which have
grown 9.2% so far in 1995,  enable  customers to handle large groups of computer
processors,   particularly  the  new  parallel   processing   machines  recently
introduced by IBM. The Company's  licensing growth rates could be materially and
adversely  impacted if these new  parallel  processors  do not gain  significant
market acceptance and customer spending shifts away from traditional  mainframes
to  technology  platforms  where the Company does not have  significant  product
acceptance.  Traditional  mainframe  products have grown 27.8%  principally as a
result of built-up  demand for  mainframes  combined with customer  budget years
ending in December along with the beginning of new budget years in January, both
of which tended to make funds available for higher levels of customer purchases,
including  several larger deals, in the first half of 1995.  Management does not
expect the growth rate to be this high on traditional  mainframe products in the
future.

Markets:

                                              % of Licensing
                                           ----------------------   Year-to-Year
                                            1995           1994        % Change
                                          --------------------------------------
Domestic                                   29.2%           35.6%           2.3%
International                              70.8%           64.4%          36.8%
                                          --------------------------------------
                                          100.0%          100.0%          24.5%
                                          --------------------------------------

Domestic:
Total domestic licensing revenues have grown 2.3% in 1995 as the telesales group
grew 9.2% while the field sales group was up 2.5%.  There has been solid  growth
in client/server and traditional  mainframe products mostly offset by a decrease
on plex products.  For growth to continue in this geographic market, the Company
is dependent on increased  productivity  from both the field sales force and the
telesales group.

International:
In 1995 the Company's revenues from its international  operations,  comprised of
foreign subsidiaries and marketing agents,  increased 36.8% due primarily to the
economic  recovery in Europe and continued growth in the Far East,  particularly
in Japan.  Without the effect of favorable currency rate changes,  international
licensing  grew 23.2% in 1995.  Since the  majority  of new  license  revenue is
derived from  international  markets,  the  Company's  operations  and financial
results could be significantly and adversely  affected by international  factors
such as changes in currency exchange rates and specific countries' political and
economic circumstances. The Company has implemented an economic

                                        6


<PAGE>


                              BOOLE & BABBAGE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

hedging program to attempt to reduce its exposure to currency fluctuations for a
portion of its anticipated  intercompany  royalty transactions for the next four
quarters. As a result of this strategy,  the Company has recognized less benefit
from  continued  weakness in the U.S.  dollar than if no hedging  programs  were
undertaken.

For growth to continue in both of the above geographic  markets,  the Company is
dependent on the traditional mainframe products remaining relatively stable with
overall growth resulting from the plex and client/server groups achieving higher
growth  rates than  shown in the nine  months of the year.  The  Company is also
dependent  on closing  larger-size  transactions  as  occurred  in the first two
quarters of this year.

Maintenance fees:

Maintenance  revenue is generated from services the Company  provides  including
technical support, product enhancements,  system updates and user documentation.
Maintenance  revenue also includes the first year of maintenance  services which
is included  in the  initial  charge  when the  Company  licenses  its  software
products under a long-term agreement. Thereafter on each anniversary date of the
license,  the  customer  may elect to renew its  maintenance  contract  with the
Company. Customers may also elect to purchase advance maintenance at the time of
product licensing for maintenance periods beyond the first year.

Maintenance  revenue has grown 10.7% in 1995  accounting  for 46.4% and 49.3% of
total  revenues in 1995 and 1994,  respectively.  Without the effect of currency
rate changes,  maintenance revenue grew 4.4%. This increase is mainly the result
of increased  product  licensing in the previous year combined with high renewal
rates but  reduced  by higher  discounts  granted on  multiple-year  maintenance
packages purchased by customers.

The Company  anticipates that maintenance  revenues in fiscal 1995 will continue
to increase due to the higher license  revenue growth in 1994,  although it will
be negatively  impacted by reduced revenue associated with site  consolidations,
non-CPU specific pricing and multiple-year  maintenance  package  discounts.  In
addition, to produce maintenance revenue increases, the Company must continue to
generate  new product  licensing  revenues  and continue to provide high quality
maintenance support and upgrades.

Services and Other:

Revenue derived from computer services, educational services and other comprised
2.2% and 2.1% of total revenues for 1995 and 1994, respectively. The increase of
24.1%  is  attributable  primarily  to  more  international  consulting  revenue
partially  offset by decreased  computer  service  revenue as this service is no
longer actively marketed.


                                        7


<PAGE>


                              BOOLE & BABBAGE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COSTS AND EXPENSES:

                                                  % of Revenue   
                                              --------------------  Year-to-Year
                                                1995        1994       % Change
                                           -------------------------------------
Cost of sales                                    13.7%       12.8%       26.5%
Product development and support                  15.6%       18.8%       (2.4%)
Sales and marketing                              50.8%       47.5%       25.7%
General and administrative                        9.7%       11.0%        4.0%
Purchased R&D expense                               --        3.4%        N/A
                                           -------------------------------------
    Total                                        89.8%       93.5%       13.0%
                                           =====================================

Cost of sales:

Cost of sales  consists  primarily of  royalties  paid to  independent  software
authors,  amortization of purchased and internally developed software,  the cost
of hardware associated with sales of client/server products and costs related to
operating the computer  services  division.  Cost of sales increased by 26.5% in
1995  and   represented   13.7%  and  12.8%  of  revenues  for  1995  and  1994,
respectively. Without the effect of currency rate changes, the increase would be
16.5%. The increase in 1995 is primarily  attributable to increased royalties on
higher  third-party  revenue in Europe and Japan which was  partially  offset by
lower maintenance royalties payable to one of the third-party vendors in Europe.
This decrease resulted from a new contract with that vendor which  significantly
reduced the royalty rate on maintenance  billings through fiscal 1996.  Software
amortization  increased  from the  combination of 1994's Sysnet  acquisition,  a
large  number of product  releases  at the end of 1994,  and the  write-down  of
certain  software  products.  In general,  the  relationship of cost of sales to
revenue  will  fluctuate  due  primarily  to  changes in  revenue  mix,  royalty
agreements and amortization of capitalized software.

Product development and support:

Product  development and support costs decreased by 2.4% in 1995 and represented
15.6% and 18.8% of revenues  for 1995 and 1994,  respectively.  The  decrease in
1995 is primarily  attributable to lower personnel costs, as certain replacement
headcount positions have not yet been filled, and lower outside consulting costs
which were partially  offset by higher costs related to staff increases from the
Sysnet  a.s.  acquisition  in April 1994.  Without  the effect of currency  rate
changes, the decrease would be 4.2%. The Company capitalizes certain development
costs in accordance with Statement of Financial Accounting Standard No. 86 ("FAS
86"). To the extent the Company  capitalizes its product  development costs, the
effect is to defer such costs to future  periods  and match them to the  revenue
generated  by  the  products.  Product  development  and  support  expenses  may
fluctuate  annually  depending  in part upon the number  and status of  internal
software development projects.

                                        8


<PAGE>


                              BOOLE & BABBAGE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sales and marketing:

Sales  and  marketing  expenses  increased  by 25.7%  and  represented  50.8% of
revenues in 1995 compared to 47.5% in 1994.  Without the effect of currency rate
changes,  the  increase  would be 17.8%.  Most of the increase in 1995 is due to
higher  personnel  and  marketing  costs and  increased  commission  expense  on
increased product licensing.  Commission rates were comparable to those in 1994.
North America and Europe had higher personnel costs as sales force headcount was
increased in both channels while 1995 has the incremental costs of the Company's
Japanese  subsidiary which started sales operations  during the third quarter of
1994.

General and Administrative:

General and administrative  expenses increased 4.0% in 1995 and represented 9.7%
and 11.0% of revenues  for 1995 and 1994.  Without  the effect of currency  rate
changes, general and administrative expenses would have decreased 1.0%. In 1995,
increases in personnel  related  costs were offset by charges in 1994 related to
the transfer of certain  client/server product operations from Mt. Laurel, NJ to
San Jose,  CA. In addition,  the Company  negotiated a lease  termination in the
third quarter of 1995 which resulted in the recovery of  approximately  $350,000
of accrued lease payments on an idle facility.

Interest and other income, net:

Interest and other income  consists  principally  of interest  income,  interest
expense,  and  currency  gain or loss.  The increase in 1995 over 1994 is mainly
comprised of additional  net interest  income as a result of higher average cash
balances,  higher market interest rates,  increased installment  receivables and
$288,000  related to a refund from the Internal  Revenue Service received during
the second quarter of 1995.

Income Taxes:

The effective tax rate was 30.0% and 31.0% for 1995 and 1994, respectively.  The
Company's  effective  tax  rate  differs  from  the  federal  statuary  rate due
primarily to permanently  invested earnings of foreign  subsidiaries being taxed
at rates lower than the  federal  statutory  rate.  Management  believes  future
taxable income will be sufficient to realize the tax benefit of the net deferred
tax asset of $7,415,000.






                                        9


<PAGE>


                              BOOLE & BABBAGE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES:

The  significant  sources of cash during 1995 include cash provided by operating
activities of  $8,869,000;  the exercise of employee stock options of $1,355,000
and stock  purchases  through the Employee Stock Purchase Plan of $974,000.  The
significant  uses of cash  during  1995  include  $2,527,000  for  purchases  of
furniture,  equipment  and leasehold  improvements;  $2,314,000  for  internally
developed  capitalized  software;  $1,480,000  for  payments on capital  leases;
$936,000 for payments on notes payable; and $344,000 for investments in minority
interests.  Included in cash is a $1,400,000  certificate of deposit  pledged as
collateral for the lease  financing of certain  computer  equipment.  Management
believes cash flows from operations and existing cash resources will be adequate
to meet its working capital requirements for the foreseeable future.

RESULTS OF OPERATIONS:  Three months ended June 30, 1995

Many of the  same  explanations  and  variances  from  the  nine  month  results
discussion  also apply to the third  quarter  results,  and  therefore,  are not
repeated here. A summary is provided as follows:

REVENUES:

Revenue for the three months ended June 30, 1995 increased  13.1% to $37,368,000
compared to $33,029,000 for the same quarter in fiscal 1994.

Revenue mix/growth:                            % of Revenue             
                                           ----------------------   Year-to-Year
                                             1995          1994        % Change
                                           -------------------------------------
Product licensing                           50.2%          49.1%         15.6%
Maintenance fees                            47.9%          49.0%         10.6%
Services and other                           1.9%           1.9%         13.8%
                                           -------------------------------------
    Total                                  100.0%         100.0%         13.1%
                                           =====================================

Licensing mix/growth:                         % of Licensing 
                                             -------------------   Year-to-Year
                                             1995           1994       % Change
                                           -------------------------------------
Domestic                                    24.4%          35.1%        (19.5%)
International                               75.6%          64.9%         34.7%
                                           -------------------------------------
    Total                                  100.0%         100.0%         15.6%
                                           =====================================

Without the effect of currency  rate  changes,  international  licensing  growth
would have been 17.4%. The decrease  domestically resulted from a decline in the
field sales force,  particularly in plex products. The increase  internationally
resulted from strong growth in


                                       10


<PAGE>


                              BOOLE & BABBAGE, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

the  Company's   European   operations  and  sales  through   marketing  agents,
particularly  in South America.  This was offset slightly by a decrease in sales
in the Japanese and Australian  subsidiaries.  From a product  perspective,  the
traditional mainframe products and the plex product group both increased 11% and
the client/server group grew by 47%.

COSTS AND EXPENSES

                                                  % of Revenue         
                                                ------------------- Year-to-Year
                                                  1995        1994      % Change
                                                --------------------------------
Cost of sales                                     13.4%       11.1%      36.3%
Product development and support                   15.7%       18.8%      (5.6)%
Sales and marketing                               53.9%       51.1%      19.4%
General and administrative                         8.0%       10.3%     (12.0%)
Purchased R&D expense                              --          9.9%       N/A
                                                --------------------------------
    Total                                         91.0%      101.2%       1.8%
                                                ================================

Cost of sales  increase  was 36.3% for the  quarter  compared  to 26.5% for nine
months  primarily due to higher royalty costs from a change in one vendor's rate
from last quarter.  Without the effect of currency exchange rates, cost of sales
would have increased 21.1% for the quarter.

Product  development and support  decreased 5.6% for the quarter versus 2.4% for
nine months as a result of decreased personnel costs in the United States in the
second and third quarters.  The Company anticipates that costs in this area will
increase during the fourth quarter of 1995 due to open headcount positions being
filled.  Without the effect of currency exchange rates,  product development and
support would have decreased 7.9%.

Sales and  marketing  increased  19.4% for the quarter and 25.7% for nine months
and are a function of increases in product  licensing of 15.6% and 24.5% for the
quarter and nine  months,  respectively.  Without  the effect of  currency  rate
changes, the increase for the quarter was 9.0%.

General  and  administrative  decreased  12.0% for the  quarter  compared  to an
increase of 4.0% for nine months due  primarily to the Q395  recovery of accrued
lease payments upon the negotiated  termination of a lease of a previously  idle
facility. In addition,  the third quarter had lower increases in personnel cost,
bad debt  expense and  professional  fees.  Without the effect of currency  rate
changes, the decrease for the quarter was 18.3%.




                                       11


<PAGE>


BOOLE & BABBAGE, INC.

                           PART II. OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

             (a) Exhibits - None

             (b) Reports on Form 8-K - None





































                                       12

<PAGE>


                        BOOLE & BABBAGE, INC. 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 thereunto duly authorized.



                                        BOOLE & BABBAGE, INC.



August 10, 1995                         \Paul E. Newton\
                                        --------------------------
                                        Paul E. Newton
                                        President and Director
                                        (Principal Executive Officer)



August 10, 1995                          \Arthur F. Knapp, Jr.\
                                         --------------------------- 
                                         Arthur F. Knapp, Jr.
                                         Senior Vice President
                                         Chief Financial Officer
                                         (Principal Financial and
                                         Accounting Officer)















                                       13


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