BOOLE & BABBAGE INC
10-Q, 1996-08-14
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, 1996

                                       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___

11,180,805  shares of common stock of the Registrant were outstanding as of July
31, 1996.



<PAGE>


                              BOOLE & BABBAGE, INC.

                                      INDEX


Part I   FINANCIAL INFORMATION                                          Page No.

   Item 1.   FINANCIAL STATEMENTS
             Consolidated Balance Sheets
                June 30, 1996 and September 30, 1995                       1

             Consolidated Statements of Income
                Three and Nine Months Ended June 30, 1996 and 1995         2

             Consolidated Statements of Cash Flows
                Nine Months Ended June 30, 1996 and 1995                   3

             Notes to Consolidated Financial Statements                   4-5


   Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND  RESULTS
             OF OPERATIONS
                 Three and Nine Months Ended June 30, 1996 and 1995       6-11


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, 1996 unaudited)

<CAPTION>
                                                                        June 30,      September 30,
Assets                                                                    1996            1995
                                                                     ------------    ---------------
<S>                                                                    <C>             <C>
Current assets:
    Cash and cash equivalents                                           $24,172          $22,340
    Short-term investments                                               17,406           15,800
    Accounts receivable, net                                             25,474           27,293
    Installment and other receivables, net                               42,862           28,066
    Deferred tax asset                                                    5,763            5,810
    Prepaid expenses and other current assets                             4,550            4,967
                                                                     -----------      -----------
        Total current assets                                            120,227          104,276

Purchased and internally developed software, net                         11,730           12,278
Equipment, furniture and leasehold improvements, net                      6,868            7,341
Long-term installment and other receivables                              41,556           32,223
Long-term deferred tax asset                                              4,843            4,843
Costs in excess of net assets of purchased businesses, net                  667              687
Other assets                                                              3,036            2,260
                                                                     -----------      -----------
        Total assets                                                   $188,927         $163,908
                                                                     ===========      ===========


Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                                    $7,061          $6,595
     Accrued payroll expense                                              7,362           7,149
     Other accrued liabilities                                           17,499          18,133
     Short-term borrowings                                                  683             400
     Notes payable due within one year                                      292             513
     Capital lease obligations due within one year                          760           1,348
     Deferred maintenance revenue                                        44,764          40,180
                                                                     -----------      ----------
        Total current liabilities                                        78,421          74,318

Notes payable due after one year                                            384             663
Capital lease obligations due after one year                                395             683
Deferred maintenance revenue due after one year                          24,265          18,057

Stockholders' equity:
     Preferred stock, 2,000,000 shares authorized, $.001 par value,       --              --
     Common stock, $.001 par value, authorized--30,000,000 shares;
     issued--11,896,438 (11,476,050 at September 30, 1995)                   12              11
     Additional paid-in capital                                          34,501          30,844
     Retained earnings                                                   55,369          42,672
     Unrealized gain on marketable securities                               627             132
     Foreign currency translation adjustment                                607           1,013
     Less treasury stock, 732,025 shares (683,325 at September 30,
      1995), at cost                                                     (5,654)         (4,485)
                                                                    ------------      ----------
        Total stockholders' equity                                       85,462          70,187
                                                                    ------------      ----------
        Total liabilities and stockholders' equity                     $188,927        $163,908
                                                                    ============      ==========
<FN>
See accompanying notes.
</FN>
</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,
                                         ---------------------------      ---------------------------
                                            1996            1995(a)          1996           1995(a)
                                         ----------       ----------      ----------      -----------
<S>                                      <C>              <C>             <C>             <C>

Revenue:
      New product revenue                  $22,312          $18,924        $65,454          $58,450
      Maintenance fees and other            18,605           18,444         56,247           54,744
                                         ----------       ----------      ---------       ----------
           Total revenue                    40,917           37,368        121,701          113,194
                                         ----------       ----------      ---------       ----------

Costs and expenses:
      Cost of revenue                        8,566            7,110         23,978           21,456
      Product development, net               4,650            3,748         13,563           11,748
      Sales and marketing                   19,570           20,145         59,066           57,431
      General and administrative             3,987            3,006         11,690           10,975
                                         ----------       ----------      ---------       ----------
           Total costs and expenses         36,773           34,009        108,297          101,610
                                         ----------       ----------      ---------       ----------

Operating income                             4,144            3,359         13,404           11,584

Interest and other income, net               1,519            1,037          4,233            2,784
                                         ----------       ----------      ---------       ----------
Income before provision for income taxes     5,663            4,396         17,637           14,368

Provision for income taxes                   1,585            1,230          4,940            4,320
                                         ----------       ----------      ---------       ----------

Net income                                  $4,078           $3,166        $12,697          $10,048
                                         ==========       ==========      =========       ==========

Net income per share (b)                 $    0.34        $    0.27       $   1.06        $    0.88
                                         ==========       ==========      =========       ==========

Shares used in per share calculations(b)    12,120           11,650         11,995           11,475
                                         ==========       ==========      =========       ==========

<FN>
(a)  Reflects reclassifications to conform to current year's presentation.
(b)  Per share  data and number of shares  reflect a 3-for-2  stock  split  which
     became effective on December 6, 1995.
</FN>
</TABLE>

                                       2


<PAGE>


<TABLE>
                             Boole & Babbage, Inc.
                     Consolidated Statements of Cash Flows
                       (Amounts in thousands) (Unaudited)
<CAPTION>
                                                                               Nine Months Ended
                                                                                    June 30,
                                                                           --------------------------
                                                                                1996           1995
                                                                           ------------    ----------
<S>                                                                           <C>             <C>
Cash flows from operating activities:
  Net income                                                                  $12,697         $10,048
  Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation, amortization and write-off of capitalized software          6,757           7,129
      Gain on sale of equity securities                                          (291)             --
      Stock issued under compensatory stock plans                                  85              96
      Minority interest                                                            --             (61)
      Changes in operating assets and liabilities excluding the effect of
         acquisitions:
         Accounts receivable and installment and other receivables            (23,085)        (10,238)
         Prepaid expenses and other assets                                       (744)         (2,117)
         Accounts payable and accrued expenses                                  1,604          (2,958)
         Deferred maintenance revenue                                          11,392           6,970
                                                                           -----------     -----------
Net cash provided by operating activities                                       8,415           8,869
                                                                           -----------     -----------

Cash flows from investing activities:
     Purchases of equipment, furniture and leasehold improvements              (2,595)         (2,527)
     Payments for capitalized software                                         (2,957)         (2,314)
     Net purchases of short-term investments                                   (1,606)             --
     Investment in equity securities                                             (855)           (344)
     Proceeds from sale of equity securities                                      717              --
                                                                           -----------     -----------
Net cash used for investing activities                                         (7,296)         (5,185)
                                                                           -----------     -----------

Cash flows from financing activities:
      Proceeds from issuance of common stock                                    3,572           2,329
      Treasury stock purchases                                                 (1,169)             --
      Borrowings under line of credit, net                                        282              --
      Payments on notes payable                                                  (494)           (936)
      Payments on capital leases                                               (1,142)         (1,480)
                                                                           -----------     -----------
Net cash provided by (used for) financing activities                            1,049             (87)
                                                                           -----------     -----------

Effect of exchange rate changes on cash                                          (336)          1,000
                                                                           -----------     -----------
Net increase in cash and cash equivalents                                       1,832           4,597

Cash and cash equivalents at beginning of period                               22,340          34,019
                                                                           -----------     -----------

Cash and cash equivalents at end of period                                    $24,172         $38,616
                                                                           ===========     ===========

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
     Interest                                                                    $401           $900
     Income taxes, net                                                         $3,730         $2,760

Supplemental disclosures of noncash investing and financing activities:
        A capital lease obligation of $265,000 was incurred in 1996 for the
        purchase of equipment.

<FN>
See accompanying notes
</FN>
</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, 1995.  These
     consolidated  financial statements should be read in conjunction with those
     notes.

     The consolidated  financial information at June 30, 1996 and for the three-
     and nine-  month  periods  ended June 30, 1996 and 1995 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.

2.   Net Income Per Share
<TABLE>

     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)                    ---------------------              ---------------------
                                                 1996           1995                1996           1995
                                                 ----           ----                ----           ----
      <S>                                       <C>           <C>                  <C>           <C>
      Primary: (a)
      Common shares outstanding                  11,113        10,673               10,969        10,525
      Employee stock option plans                 1,007           977                1,026           950
                                                -------       -------              -------       -------
                                                 12,120        11,650               11,995        11,475
                                                =======       =======              =======       =======

      Net income                                 $4,078        $3,166              $12,697       $10,048
                                                =======       =======              =======       =======

      Net income per share                         $.34          $.27                $1.06          $.88
                                                =======       =======              =======       =======
<FN>

(a) Reflects a 3-for-2 stock split effective December 6, 1995.
</FN>
</TABLE>


                                       4


<PAGE>


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

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.   Reclassifications

     Beginning  in the  first  quarter  of 1996,  changes  have been made in the
     classification  of  revenue  and  operating  expense  in  the  Consolidated
     Statements  of  Income.  1995 has been  reclassified  to  conform  to these
     changes.

     "New Product Revenue"  consists of licensing of core software products (net
     of the bundled  maintenance) plus consulting and education services related
     to those  products.  "Maintenance  Fees and Other" consists of revenue from
     maintenance,  hardware  sales,  computer  services and  royalties  from IBM
     related to the jointly  developed CICS product now being sold by IBM. "Cost
     of Revenue"  includes the cost of maintenance  support as well as royalties
     paid  to  independent  software  authors,  amortization  of  purchased  and
     internally developed software, the cost of hardware associated with certain
     sales of client/server products and costs related to operating the computer
     services division.  "Product Development,  Net" consists of engineering and
     development costs less costs capitalized under FAS 86.





                                        5

<PAGE>



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


RESULTS OF OPERATIONS:

When used in this discussion,  the words "anticipate," "estimate," "project" and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject to certain  risks and  uncertainties,  including  those
discussed  below and in the Company's Form 10-K for the year ended September 30,
1995, that could cause actual results to differ materially from those projected.
Readers are  cautioned  not to place undue  reliance  on these  forward  looking
statements,  which speak only as of the date hereof.  The Company  undertakes no
obligation   to  publicly   release  the  result  of  any   revisions  to  these
forward-looking  statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.


REVENUES:

<TABLE>
The Company  derives  its  revenues  primarily  from the  licensing  of computer
software programs,  consulting and education services, and the sales of software
maintenance  services.  Total revenue for the 3 and 9 months ended June 30, 1996
increased over the same period in the prior year by 9.5% and 7.5%, respectively.
Without the effect of currency rate changes,  total revenue grew 16.4% and 8.7%,
respectively.

<CAPTION>
                                                % of Revenue                           % of Revenue
                                                ------------                           ------------
                                             3 Mo. ended June 30,                  9 Mo. ended June 30,
                                             --------------------                  ---------------------
                                       1996        1995        Y/Y chg        1996        1995        Y/Y chg
                                      --------------------------------       ---------------------------------
<S>                                   <C>         <C>          <C>           <C>         <C>          <C>
New product revenue                    54.5%       50.6%       17.9%          53.8%       51.6%       12.0%
Maintenance fees and other             45.5%       49.4%        0.9%          46.2%       48.4%        2.7%
                                      --------------------------------       ---------------------------------
    Total                             100.0%      100.0%        9.5%         100.0%      100.0%        7.5%
                                      --------------------------------       ---------------------------------
</TABLE>

New Product Revenue:

The Company licenses its products to customers for use on their computer systems
and performs consulting and educational  services related to those products.  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.


                                        6

<PAGE>


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

Products:

Client/Server products grew 65.6% and 67.5% and accounted for 24.9% and 22.4% of
new product  revenue for the 3 and 9 months ended June 30,  1996,  respectively.
The Company  anticipates that this group will continue to show high growth rates
for the remainder of fiscal 1996 as new products such as Ensign begin to produce
greater  revenue.  However,  Ensign has 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.   These  same  types  of
circumstances  resulted  in  below-plan  sales on the Stage3 LAN backup  product
which caused the Company to take a charge of about $1 million for the  remaining
royalty  commitment in the third  quarter of 1996.  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 new  client/server  products  will achieve  significant  market
acceptance  or  competitive  success  and thus  contribute  to  revenue  growth.
Mainframe  products  grew 7.6% and 2.2% and accounted for 75.1% and 77.6% of new
product  revenue  for the 3 and 9  months  ended  June 30,  1996,  respectively.
Mainframe products include Plex products, which enable customers to handle large
groups of computer processors, particularly the new parallel processing machines
by IBM. The Company's new product growth rates could be materially and adversely
impacted  if  the  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.

<TABLE>
Markets:

<CAPTION>
                                               % of New Revenue                       % of New Revenue
                                               ----------------                       ----------------
                                             3 Mo. ended June 30,                   9 Mo. ended June 30,
                                             --------------------                   --------------------
                                      1996          1995      Y/Y chg          1996        1995      Y/Y chg
                                      --------------------------------       --------------------------------
<S>                                     <C>         <C>       <C>              <C>         <C>        <C>
Domestic                                33.2%       24.3%     61.0%            29.7%       28.8%      15.4%
International                           66.8%       75.7%      4.0%            70.3%       71.2%      10.6%
                                      --------------------------------       --------------------------------
    Total                             100.0%       100.0%     17.9%           100.0%      100.0%      12.0%
                                      --------------------- ----------       --------------------------------
</TABLE>

Domestic:
Field  sales  grew  76.9% and 28.2%  for 3 and 9 months,  respectively,  but was
offset  by  decreases  in  telesales  of 4.6% and  28.6%.  The  telesales  group
decreases were due to ineffective  sales  execution as well as a change in sales
year  from a  calendar  year to a fiscal  year to  conform  with the rest of the
Company's  sales force which had the effect of shifting  momentum  away from the
traditional final quarter.  For growth to return in this geographic  market, the
Company  is  dependent  on  increased  productivity  from the  telesales  group,
continued  increases  from the field  sales  force,  and the ability to generate
larger size transactions. The Company has recently made several changes to sales
management in an effort to improve the overall effectiveness of this channel.


                                        7

<PAGE>



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


International:
The  increase in the  Company's  new  product  revenues  from its  international
operations, comprised of foreign subsidiaries and marketing agents, is primarily
a result  of  strong  growth  in Europe of 14.2% and 16.5% for the 3 and 9 month
periods,   respectively.   Without   the  effect  of  currency   rate   changes,
international  new  product  revenue  grew  14.5%  and 12.5% for 3 and 9 months,
respectively.  Since the majority of new 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  hedging  program to attempt to reduce its
exposure to currency  fluctuations through the next quarter. As a result of this
strategy, during the nine months ended June 30, 1996, the Company has recognized
slightly  less  benefit  from  weakness  in the U.S.  dollar  than if no hedging
programs were undertaken.

Maintenance fees and other:

Maintenance  revenue is generated from services the Company  provides  including
technical support, product enhancements,  system updates and user documentation.
Maintenance  revenue also includes  maintenance  services for an initial  period
ranging from six months to one year 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. Included in maintenance fees and other is revenue
from computer  services,  hardware  sales and royalties from IBM for the jointly
developed CICS product. As announced on July 15, 1996, the Company has finalized
a long-term  licensing agreement with IBM which replaces the prior agreement and
could  result in an  estimated  total  royalty  payments of $10 million from the
fourth quarter of fiscal 1996 through the second quarter of fiscal 1999.

Maintenance fees and other grew 0.9% and 2.7% for the quarter and  year-to-date,
respectively.  Without the effect of currency rate changes, maintenance fees and
other  grew 6.6% and 3.7%.  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 1996 will continue
to increase due to the higher license  revenue growth in 1995,  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.

                                        8

<PAGE>



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

<TABLE>

COSTS AND EXPENSES:

<CAPTION>
                                                 % of Revenue                         % of Revenue
                                                 ------------                         ------------
                                             3 Mo. ended June 30,                 9 Mo. ended June 30,
                                             --------------------                 --------------------
                                        1996        1995     Y/Y chg           1996        1995     Y/Y chg
                                      -------------------------------        -------------------------------
<S>                                     <C>         <C>       <C>              <C>         <C>       <C>

Cost of revenue                         20.9%       19.0%     20.5%            19.7%       19.0%     11.8%
Product development, net                11.4%       10.0%     24.1%            11.1%       10.4%     15.5%
Sales and marketing                     47.9%       53.9%     (2.9%)           48.6%       50.7%      2.8%
General and administrative               9.7%        8.1%     32.6%             9.6%        9.7%      6.5%
                                      ---------------------------------      -------------------------------
    Total                               89.9%       91.0%       8.1%           89.0%       89.8%       6.6%
                                      ---------------------------------      --------------------- ---------
</TABLE>

Cost of revenue:

Cost of revenue consists primarily of the cost of product  maintenance  support,
royalties paid to independent  software  authors,  amortization of purchased and
internally  developed  software,  the cost of hardware  associated  with certain
sales of  client/server  products and costs  related to  operating  the computer
services division.  Cost of revenue increased by 20.5% for the quarter and 11.8%
for the 9 month period in 1996. Without the effect of currency rate changes, the
increases  were  28.2%  and  12.8%,  respectively.  The  increases  in 1996  are
primarily  attributable  to a charge in the third  quarter of  approximately  $1
million on the remaining royalty commitments on the Stage3 product and increased
royalties on higher third-party revenue in Europe and Japan. A new contract with
a  third-party  vendor in Europe has  significantly  reduced  the  royalties  on
maintenance  from Q295 through Q496. Since this reduction was in effect for both
years, there was no material impact on the comparability  between these periods.
In general,  the  relationship  of cost of revenue to revenue will fluctuate due
primarily to changes in revenue mix, maintenance support, royalty agreements and
amortization of capitalized software.

Product development, net:

Net product  development  costs increased by 24.1% for the quarter and 15.5% for
the 9 month period in 1996.  Without the effect of currency  rate  changes,  the
increases  were  25.6%  and  15.6%,  respectively.  The  increases  in 1996  are
primarily  attributable to higher R&D personnel costs due to increased headcount
and use of outside  consultants for certain porting  projects.  R&D expenditures
were approximately 16% of revenue (excluding third party) in both years with the
amount of R&D capitalized in both years at approximately 18% of gross R&D costs.
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  expenses may fluctuate  annually  depending in part upon the number
and status of internal software development projects.

                                        9

<PAGE>



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


Sales and marketing:

Sales and  marketing  expenses  decreased by 2.9% for the quarter but  increased
2.8% for the 9 month  period  in 1996.  Without  the  effect  of  currency  rate
changes,  the  changes  were  increases  of 3.1%  and  3.7%,  respectively.  The
increases  are primarily a result of higher  commission  expense in the domestic
and  European  markets  and  higher  headcount  in  Europe  partially  offset by
decreases in agent commissions and marketing programs.

General and Administrative:

General and administrative  expenses increased by 32.6% for the quarter and 6.5%
for the 9 month  period.  Without  the  effect of  currency  rate  changes,  the
increases  were 39.3% and 7.2%,  respectively.  The  increase for the quarter is
primarily  due to  relatively  lower  expense  levels  in  1995  as the  Company
negotiated a lease  termination  in the third quarter of 1995 which  resulted in
the recovery of  approximately  $350,000 of accrued  leases  payments on an idle
facility.  In  addition,  Q396 had  higher  costs  as a result  of a move to new
premises  in  Ireland.  These  increases  in the third  quarter  of 1996  offset
decreases for 9 months from lower personnel costs and legal expense.

Interest and other income, net:

Interest and other income  consists  principally  of interest  income,  interest
expense,  gain or loss on sales of investments,  currency gain or loss, and gain
or loss on disposal of assets. Interest and other income increased 52.0% for the
9 month  period  and is mainly  due to  higher  interest  income as  installment
receivables  increased  approximately  70% over a year ago. Other factors were a
gain on sale of equity  investments  netted against increased currency losses in
the third quarter of 1996 as the Irish pound strengthened against other European
currencies.  In addition, Q195 included an investment write-off of approximately
$300,000.

Income Taxes:

The effective  tax rate for 1996 was 28% compared  with a 30% rate in 1995.  The
change is primarily due to the utilization of certain foreign net operating loss
carryforwards previously included in the deferred tax asset valuation allowance.
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 approximately $10,600,000.


                                       10

<PAGE>



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

Income Taxes: (continued)

The Company is  currently  under audit for federal tax  purposes for fiscal year
1993.  Management  believes  that the audit will be  resolved  without  material
adverse effect on the Company's financial position or results of operations.


LIQUIDITY AND CAPITAL RESOURCES:

The  significant  sources of cash during 1996 include  $8,415,000  provided from
operations;  the  exercise  of  employee  stock  options  of  $2,290,000;  stock
purchases through the Employee Stock Purchase Plan of $1,282,000;  proceeds from
the sale of long-term  equity  securities of $717,000;  and net proceeds under a
line of credit of  $282,000.  The  significant  uses of cash during 1996 include
$2,595,000  for  purchases of furniture,  equipment and leasehold  improvements;
$2,632,000 for internally  developed  capitalized  software;  $1,606,000 for net
purchases of short-term investments;  $1,142,000 for payments on capital leases;
$1,169,000 for purchase of treasury stock;  $855,000 for investment in long-term
equity  securities;  $494,000  for payments on notes  payable;  and $325,000 for
purchased capitalized  software.  Management believes cash flows from operations
and  existing  cash  resources  will be  adequate  to meet its  working  capital
requirements for the foreseeable future.





                                       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 8, 1996                            \Paul E. Newton\
                                          --------------------------
                                          Paul E. Newton
                                          President and Director
                                          (Principal Executive Officer)



August 8, 1996                            \Arthur F. Knapp, Jr.\
                                          --------------------------
                                          Arthur F. Knapp, Jr.
                                          Senior Vice President
                                          Chief Financial Officer
                                          (Principal Financial Officer)



August 8, 1996                            \Carla J. Dorow\
                                          --------------------------
                                          Carla J. Dorow
                                          Controller
                                          (Principal Accounting Officer)






                                       13


<TABLE> <S> <C>


<ARTICLE>                    5
<MULTIPLIER>                  1,000
       
<S>                            <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                    SEP-30-1996
<PERIOD-START>                       OCT-01-1995
<PERIOD-END>                         JUN-30-1996
<CASH>                                    24,172
<SECURITIES>                              17,406
<RECEIVABLES>                            111,863
<ALLOWANCES>                               1,971
<INVENTORY>                                    0
<CURRENT-ASSETS>                         120,227
<PP&E>                                    36,672
<DEPRECIATION>                            29,804
<TOTAL-ASSETS>                           188,927
<CURRENT-LIABILITIES>                     78,421
<BONDS>                                        0
<COMMON>                                      12
                          0
                                    0
<OTHER-SE>                                85,450
<TOTAL-LIABILITY-AND-EQUITY>             188,927
<SALES>                                  121,701
<TOTAL-REVENUES>                         121,701
<CGS>                                          0
<TOTAL-COSTS>                             23,978
<OTHER-EXPENSES>                          83,950
<LOSS-PROVISION>                             369
<INTEREST-EXPENSE>                           348
<INCOME-PRETAX>                           17,637
<INCOME-TAX>                               4,940
<INCOME-CONTINUING>                       12,697
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                              12,697
<EPS-PRIMARY>                               1.06
<EPS-DILUTED>                               1.06
        


</TABLE>


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