<PAGE>
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 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 0-17754
CONSILIUM, INC.
---------------
(Exact name of registrant as specified in its charter)
Delaware 94-2523965
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
640 Clyde Court, Mountain View, California 94043
------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 691-6100
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed under 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 _______
-------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of July 31, 1995:
Common Stock, $0.01 par value 7,683,644
----------------------------- -----------------------
Class Number of Shares
1
<PAGE>
CONSILIUM, INC.
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
July 31, 1995 and October 31, 1994.................... 3
Condensed Consolidated Statements of Operations -
Three and nine months ended July 31, 1995
and 1994.............................................. 4
Condensed Consolidated Statements of Cash Flows -
Nine months ended July 31, 1995 and 1994.............. 5
Notes to Condensed Consolidated Financial Statements.. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................... 12
Item 2. Changes in Securities..................................... 12
Item 3. Defaults upon Senior Securities........................... 12
Item 4. Submission of Matters to a Vote of Security Holders....... 12
Item 5. Other Information......................................... 12
Item 6. Exhibits and Reports on Form 8-K.......................... 12
Signatures................................................ 15
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
CONSILIUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands; unaudited)
<TABLE>
<CAPTION>
July 31, 1995 October 31, 1994
------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,955 $ 8,682
Short term investments 3,500
Accounts receivable, net 7,199 5,181
Other current assets 1,057 1,055
---------- ----------
Total current assets 20,211 18,418
Property and equipment, net 2,301 2,351
Software production costs, net 5,166 5,524
Other assets 692 705
---------- ----------
Total assets $ 28,370 $ 26,998
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,728 $ 1,209
Deferred revenue 5,366 4,962
Capital lease obligation 44 313
Other current liabilities and
accrued expenses 3,992 4,589
---------- ----------
Total current liabilities 11,130 11,073
Deferred revenue 1,331 1,846
Deferred income taxes 348 348
Accrued lease obligation 34 85
---------- ----------
Total liabilities 12,843 13,352
---------- ----------
Total stockholders' equity 15,527 13,646
---------- ----------
Total liabilities and
stockholders' equity $ 28,370 $ 26,998
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
CONSILIUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data; unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
July 31, July 31,
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Product $ 4,598 $ 2,264 $ 12,047 $ 6,669
Services 1,218 895 3,730 3,826
Maintenance 2,706 2,559 8,017 7,304
Development 330 589 788 2,537
----------- ----------- ----------- -----------
Total revenues 8,852 6,307 24,582 20,336
----------- ----------- ----------- -----------
Costs and expenses:
Product 661 681 2,179 2,067
Services 1,267 863 3,304 3,600
Research and development 3,048 2,927 7,960 8,204
Selling and marketing 3,150 3,047 8,549 8,938
General and administrative 538 810 2,131 2,371
Restructuring charge 0 1,407 0 1,407
----------- ----------- ----------- -----------
Total costs and expenses 8,664 9,735 24,123 26,587
Income/(loss) from operations 188 (3,428) 459 (6,251)
Interest income 157 111 449 317
Interest expense (1) 0 (9) (20)
----------- ----------- ----------- -----------
Income/(loss) before income taxes 344 (3,317) 899 (5,954)
Provision for income taxes 129 171 420 443
----------- ----------- ----------- -----------
Net income/(loss) $ 215 $ (3,488) $ 479 $ (6,397)
=========== =========== =========== ===========
Net income/(loss) per share $ 0.03 $ (0.47) $ 0.06 $ (0.87)
=========== =========== =========== ===========
Shares used in per share
calculations: 8,072 7,397 7,807 7,339
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
CONSILIUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands; unaudited)
<TABLE>
<CAPTION>
Nine months ended
July 31,
1995 1994
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 479 $ (6,397)
----------- -----------
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 2,504 2,523
Provision for doubtful accounts 193 249
Change in assets and liabilities:
Accounts receivable, net (2,211) 562
Other assets 11 1,021
Accounts payable 519 (102)
Deferred revenue (111) 633
Other liabilities and accrued expenses (648) 1,366
Deferred income taxes --- (1,027)
----------- -----------
Total adjustments 257 5,225
----------- -----------
Net cash provided by
(used in) operating activities 736 (1,172)
----------- -----------
Cash flows from investing activities
Capital expentitures (1,058) (626)
Capitalized software production costs (1,038) (1,271)
Purchases of short-term investments (64,215) (62,229)
Sales of short-term investments 67,715 66,444
----------- -----------
Net cash provided by investing activities 1,404 2,318
----------- -----------
Cash flows from financing activities:
Issuance of common stock 1,402 1,058
Principal payments on capital leases (269) (284)
----------- -----------
Net cash provided by financing activities 1,133 774
----------- -----------
Net increase in cash and cash equivalents 3,273 1,920
----------- -----------
Cash and cash equivalents at beginning of period 8,682 7,153
----------- -----------
Cash and cash equivalents at end of period $ 11,955 $ 9,073
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
CONSILIUM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. These interim condensed consolidated financial statements are unaudited but
reflect, in the opinion of management, all normal recurring adjustments
necessary to present fairly the financial position of Consilium, Inc. and
Subsidiaries ("the Company") as of July 31, 1995 and October 31, 1994,
including the results of operations and for the three and nine months ended
July 31, 1995 and 1994 and cash flows for the nine months ended July 31,
1995 and 1994. Because all the disclosures required by generally accepted
accounting principles are not included, these interim condensed
consolidated financial statements should be read in conjunction with the
audited financial statements and notes thereto in the Company's Annual
Report as of and for the year ended October 31, 1994. The year-end
condensed consolidated balance sheet data as of October 31, 1994 was
derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
The results of operations for the three and nine months ended July 31, 1995
and cash flows for the nine months ended July 31, 1995 are not necessarily
indicative of results of operations and cash flows for any future period.
2. Software Production Costs (in thousands):
<TABLE>
<CAPTION>
Three months ended Nine months ended
July 31, July 31,
---------------------- ---------------------
1995 1994 1995 1994
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Capitalized software
production costs $336 $420 $1,038 $1,271
Amortization of
capitalized software
production costs $466 $413 $1,396 $1,394
</TABLE>
3. Net income per common share is computed using the weighted average number
of common and dilutive common equivalent shares outstanding during the
period. Dilutive common equivalent shares consist of the dilutive effect
of stock options as computed using the treasury stock method. Net loss per
share is based on the weighted average number of common shares outstanding
during the period.
4. The income tax provision for the three and nine months ended July 31, 1995
represents taxes on earnings of certain foreign subsidiaries, which are
profitable, and taxes withheld on sales made in certain foreign
jurisdictions. No income tax benefit was recognized on the loss of the
parent company for either the three or nine months ended July 31, 1994.
6
<PAGE>
5. The Company adopted Statement of Financial Accounting Standards No. 109
("SFAS 109"), "Accounting for Income Taxes" as of November 1, 1993. Under
SFAS 109, deferred income taxes are recognized for the tax consequences
that will occur in future years because of differences between the tax
basis of assets and liabilities and the financial accounting basis of such
assets and liabilities. A valuation allowance has been established to
reduce the deferred tax asset to the amount the Company believes is more
likely than not to be realized.
The cumulative effect of adoption of SFAS 109 was not material to the
Company's financial position as of October 31, 1994, or the results of
operations for the year then ended. Prior periods have not been restated.
6. During the third quarter of fiscal 1994, the Company announced a worldwide
consolidation of its operations and recorded a restructuring charge of
$1,407,000. The consolidation primarily was planned for five offices and
was designed to improve efficiencies and bring operational expenses in line
with revenues. Major cost components associated with the restructuring and
their respective percentage of the total charge were severance pay amounts
for fifteen terminated employees (38%), and lease and rental costs
associated with the consolidation of operations at four field offices and
the Company's headquarters facilities (39%). The balance consisted of
property and equipment write-offs in the offices affected, and incremental
travel and legal fees.
During the third quarter of fiscal 1995, the Company reevaluated the status
of its restructuring activities in light of results of operations that had
improved substantially since the commencement of the restructuring. As a
result of that reevaluation, the Company decided to discontinue
restructuring activities and reverse the remaining restructuring reserve of
$211,000. From a cash flow perspective, approximately $80,000 and $450,000
of the $1,407,000 restructuring charge was paid out in the third and fourth
quarters of fiscal 1994, respectively. During the first and second quarters
of fiscal 1995, approximately $200,000 and $166,000, respectively, was paid
out. In addition, during the restructuring period, $300,000 of the reserve
was used to offset expenses related to restructuring activities.
7. Certain reclassifications were made to the 1994 amounts to conform to the
1995 presentation. These reclassifications did not change the previously
reported net loss of the Company.
8. In the ordinary course of business, various legal actions and claims
pending have been filed against the Company. In the opinion of management,
the ultimate liability, if any, with respect to these matters will not
materially affect the results of operations or financial position of the
Company.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
--------------------------------------------------
Condition and Results of Operations
-----------------------------------
Results of Operations
---------------------
Revenues. Total revenues for the third quarter of fiscal 1995 increased
--------
40% to $8,852,000 compared with $6,307,000 in the third quarter of 1994.
Revenues for the first nine months of fiscal 1995 increased 21% to $24,582,000,
compared with $20,336,000 in the same period in 1994. The increase primarily
was due to higher product and maintenance revenues, partially offset by a
decline in development revenues.
Product revenues for the three and nine months ended July 31, 1995
increased 103% and 81%, respectively, over the same periods of the previous
year. The current quarter's increase was primarily due to higher revenue levels
from the Company's WorkStream DFS and FlowStream(R) product lines.
During the third quarter the Company received two orders from existing
customers totaling $2,900,000. The Company's product license revenue
historically has been concentrated in a relatively small number of customers and
its products have a high average selling price. The large size of individual
orders will continue to contribute to uncertainty about the results of future
periods.
Broken out by geographic region, North American product revenue for the
three and nine months ended July 31, 1995 represented 73% and 66% of total
product revenue, respectively, compared with 73% and 71% in the same periods of
the previous year. Broken out by product line, license revenues attributable to
the Company's WorkStream DFS products, currently targeted at the semiconductor
and electronics industries, represented 67% of product license revenue in the
three months ended July 31, 1995, compared with 60% in the same period of the
previous year. License revenues attributable to the FlowStream product,
currently targeted at the health care products and chemicals industries,
represented 33% of product license revenue in the three months ended July 31,
1995, compared with 40% in the same period of the previous year. For the three
and nine month period ended July 31, 1995, license revenue for the WorkStream
DFS product line increased 128% and 61%, respectively, and FlowStream license
revenues increased 66% and 183%, respectively, as compared to the same periods
in 1994.
Services revenues for the three months ended July 31, 1995 increased 36% to
$1,218,000, compared with $895,000 for the same period of fiscal 1994. Services
revenues are derived primarily from custom programming services, resident and
application consulting services, and customer training. For the nine months
ended July 31, 1995, services revenues decreased 3% compared with the same
period of fiscal 1994. This was primarily due to the existence in the early
1994 period of a large custom services project for a semiconductor customer,
which subsequently became part of core development. Beginning in the third
fiscal quarter of 1994, revenues from the project were no longer reflected in
services revenues, but were instead included in development revenues. Revenue
of $850,000 earned in the first quarter of 1994 from custom development for the
project was recorded as services revenue in the first nine months of fiscal
1994. No comparable custom programming services were earned in the first nine
months of fiscal 1995. Services revenues normally are subject to fluctuation
due primarily to the timing of new contracts and the completion of existing
projects.
8
<PAGE>
Maintenance revenues for the three and nine months ended July 31, 1995
increased 6% and 10%, respectively, compared with the same periods of 1994. The
increases were attributable to higher maintenance levels from the Company's
WorkStream Open and FlowStream products as well as from certain renewals of
previously lapsed maintenance contracts for its WorkStream product. The Company
anticipates maintenance revenues associated with its WorkStream DFS and
FlowStream product lines will continue to increase in the near term due to the
higher volume of product licenses sold in recent quarters which are beginning to
commence maintenance terms. The Company expects that maintenance revenues will
remain a significant portion of total revenue for the foreseeable future.
Development revenues for the three months ended July 31, 1995 decreased 44%
to $330,000, compared with $589,000 in the second quarter of fiscal 1994. For
the nine months ended July 31, 1995, development revenue decreased 69% from the
prior year period. The decrease is associated with the completion of activities
related to certain customer-funded development projects after the second quarter
of 1994. Development revenues include work associated with porting agreements
and development contract work for third parties. Under these contracts and
agreements, the Company earns development and porting revenues, with the third
parties having the non-exclusive rights to license and use the software, often
sooner than otherwise would have occurred. The results of these development
contracts and porting projects are expected to become standard products upon
completion of the work.
Costs and Expenses. Cost of product revenue for the three and nine months
-------------------
ended July 31, 1995 was 14% and 18% of product revenue, respectively, compared
with 30% and 31% in the comparable periods of fiscal 1994. Cost of product
revenue includes amortization of capitalized software production costs,
royalties, distributor commissions, and purchased software which is resold to
the end customer, typically along with the Company's proprietary software.
Depending on the mix of sales of proprietary software, third party licenses and
sales made through distributors in a given period, the associated costs of
product revenue can vary significantly. Comparing the three months ended July
31, 1995 with the same period in 1994, the decrease in cost of product revenue
both in absolute dollars and as a percentage of product revenue primarily was
attributable to fewer third party licenses sold. For the nine months ended July
31, 1995 versus 1994, cost of product revenue increased $112,000 in absolute
dollars, primarily due to an increase in third party royalties associated with
increased product revenue. As a percentage of product revenue, cost of product
revenues decreased, primarily due to a higher proportion of product sales made
to customers not electing to purchase third party software, which has associated
resale and royalty costs.
Cost of services revenue represented 104% and 89% of total service revenues
for the three and nine months, respectively, ended July 31, 1995, compared with
96% and 94% in the comparable periods of fiscal 1994. For the three month
period ended July 31, 1995, the increase in the percentage and in absolute
dollars of cost of services revenues resulted from additional hiring of services
personnel to continue to meet customer requirements for consulting services.
Services costs include expenses for the customer response center, resident and
application consulting services, customer services, and training groups within
the Company.
Research and Development Expenses. Research and development expenses were
---------------------------------
$3,048,000 and $7,960,000 for the three and nine months ended July 31, 1995, or
34% and 32% of total revenues, respectively, compared with $2,927,000 and
$8,204,000, or 46% and 40%, respectively, for the comparable periods of the
previous year. The increase in the absolute dollar amount of research and
development expenses in the recent three month period compared with the same
quarter last year was due to a higher level of overall research and development
activity in the
9
<PAGE>
current year compared with the levels in the third quarter of 1994. Included in
research and development expenses are costs associated with the development of
new products, costs of enhancing and maintaining existing products, as well as
costs of porting and funded-development projects.
As a percentage of total research and development costs, capitalized
software costs decreased slightly from the comparable three and nine months
ended July 31, 1994. On an absolute dollar basis, for the three months ended
July 31, 1995, software costs capitalized decreased $84,000, or 20% from the
prior year period. The decrease during the period was due to a lower amount of
capitalization. In accordance with SFAS 86, software production costs are
capitalized from the point of the establishment of technological feasibility of
the product to the time that the product is available for general release. The
amount of research and development expenditures and the stage of completion of
the development capitalized in a given period of time depends on the nature of
development performed. Accordingly, amounts capitalized may vary from period to
period.
Selling and Marketing Expenses. Selling and marketing expenses were 36%
-------------------------------
and 35% of total revenues for the three and nine months ended July 31, 1995,
compared with 48% and 44% for the comparable periods of the previous year. The
absolute dollar increase of $103,000, or 3%, for the three months ended July 31,
1995 compared with the same period a year earlier primarily was due to an
increase in the commission expense for the period resulting from the higher
level of sales for the quarter, partially offset by a lower headcount.
General and Administrative Expenses. General and administrative expenses
------------------------------------
were 6% and 9% of total revenues for the three and nine months ended July 31,
1995, compared with 13% and 12% for the comparable periods in 1994. General and
administrative costs include the costs of the finance, accounting, purchasing
and administrative operations of the Company. The absolute dollar decrease of
$272,000 for the quarter ended July 31, 1995 compared with the previous year
period was primarily the result of the reversal of the remaining $211,000
balance of restructuring reserve that was established in the third quarter of
1994.
Interest Income and Expense. For the three and nine months ended July 31,
----------------------------
1995, interest income was $157,000 and $449,000, respectively, compared with
interest income of $111,000 and $317,000 for the same periods of the previous
year. Higher interest rate levels during this comparable period, partially
offset by lower invested cash balances, accounted for the increase. Interest
expense of $1,000 and $9,000 for the three and nine months period ended July 31,
1995 relates to property and equipment financed under capital leases.
Provision for Income Taxes. The current period effective tax rate of 60%
--------------------------
represents taxes on earnings of certain foreign subsidiaries and taxes withheld
on sales made in certain foreign jurisdictions. During the comparable period of
1994, the Company incurred similar taxes on earnings of certain foreign
subsidiaries and taxes withheld on sales made in certain foreign jurisdictions,
however, due to the fact that the Company incurred a loss during that period,
there is no comparable effective tax rate.
Net Income (Loss) The Company had net income of $215,000, or $.03 per
-----------------
share, in the quarter ended July 31, 1995, compared with a net loss of
$3,488,000, or $.47 per share, in the same period of the prior year. For the
nine months ended July 31, 1995, the net income was $479,000, or $.06 per share,
as compared with a net loss of $6,397,000, or $.87 per share, in the same period
a year earlier. The current quarter and nine month period net income was the
result of higher revenues and lower expenses compared with the same periods of
the previous year.
10
<PAGE>
Quarterly Results. The Company's results of operations historically have
-----------------
fluctuated on a quarterly basis due to several factors. These factors include
the relatively high average selling price of the Company's products, a
relatively small number of transactions, market acceptance of new products, the
timing and shipment of new orders, and the general economic conditions in the
Company's primary markets. Such factors can cause significant variations in
revenues and net income or loss from quarter to quarter. The operating results
in any quarter are not necessarily indicative of results for future financial
periods.
Liquidity and Capital Resources. As of July 31, 1995, the Company had
--------------------------------
$11,955,000 in cash and cash equivalents, as compared with $12,182,000 at
October 31, 1994. The balance at October 31, 1994 included short-term
investments, of which there were none at July 31, 1995. The decrease in the
total cash compared with the prior fiscal year end balance resulted from capital
expenditures and capitalized software production costs exceeding net cash
provided by operating activities.
Management believes the existing cash and cash equivalents will be
sufficient to meet the Company's working capital and capital expenditure
requirements for at least the next twelve months.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
------------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a). List of Exhibits
Exhibit
Number Exhibit Title
------ -------------
3.1d Certificate of Incorporation of the Company.
3.2d Bylaws of the Company.
10.1ba Lease agreement for the Company's principal facility, dated
November 28, 1988, among the Company and John Arrillaga,
Trustee of the John Arrillaga Separate Trust and Richard T.
Peery, Trustee of the Richard T. Peery Separate Property
Trust.
10.2ba Master Lease Agreement, dated December 2, 1988, between the
Company and General Electric Capital Corporation, with
schedules.
10.3b Lease agreement paperwork for the 630 Clyde Court facility,
dated March 6, 1990, among the Company and Santa Clara
Property Associates.
10.5a# Letter Agreement, dated July 22, 1987, with respect to the
employment of Thomas Tomasetti.
10.6d# Form of Director and Officer Indemnity Agreement.
12
<PAGE>
10.7a# Form of Stock Purchase Agreement entered into with certain
of the Company's officers dated June 3, 1983.
10.8a# Amended and Restated 1983 Stock Option Plan.
10.10a# Forms of Stock Option Agreement used in conjunction with the
1983 Stock Option Plan.
10.11a# 1989 Employee Stock Purchase Plan.
10.12a# Consilium Savings and Retirement Plan.
10.14a* Series C Preferred Stock Purchase Agreement, dated March 6,
1989, between the Company and Digital Equipment Corporation.
10.15a* Development Agreement between the Company and Digital
Equipment Corporation, dated March 6, 1989.
10.17b# 1990 Outside Director's Stock Option Plan.
10.18b# Forms of Outside Directors Stock Option Agreement used in
conjunction with the 1990 Outside Director's Stock Option
Plan.
10.19c* Agreement between the Company and Honeywell, Inc.,
Industrial Automation and Control, dated April 1, 1993.
10.20d Nonqualified Stock Option Agreement between the Company and
L. Barton Alexander dated November 30, 1993.
10.21d Nonqualified Stock Option Agreement between the Company and
L. Barton Alexander dated November 30, 1993.
10.22d Nonqualified Stock Option Agreement between the Company and
Gerard H. Langeler dated November 30, 1993.
10.23e Amendment to Nonqualified Stock Option Agreement between the
Company and Gerard H. Langeler dated March 22, 1995.
11.1 Computation of Earnings and Loss Per Share (three and nine
months ended July 31, 1995 and 1994).
27 Financial Data Schedule (only in copy filed electronically
with SEC)
13
<PAGE>
a Incorporated by reference from exhibits of the same number in
Registrant's Registration Statement on Form S-1 (File No. 33-
27947), effective May 9, 1989.
b Incorporated by reference from exhibits 10.16 and 10.17 of the
Company's Annual Report on Form 10-K for the year ended October
31, 1990.
c Incorporated by reference from exhibit 10.19 to Registrant's
quarterly report on Form 10-Q filed on June 11, 1993.
d Incorporated by reference from exhibits of the same number in
Registrant's quarterly report on 10-Q filed on September 14,
1994.
e Incorporated by reference from exhibits of the same number in
Registrant's quarterly report on 10-Q filed on June 14, 1995.
* The Securities and Exchange Commission has granted confidential
treatment for portions of this document.
# Compensatory or employment arrangement.
(b). Reports on Form 8-K
No report on Form 8-K was filed during the quarter ended
July 31, 1995
14
<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, a duly authorized officer and the chief accounting officer of the
registrant.
CONSILIUM, INC.
--------------------------------
(Registrant)
Date September 14, 1995 by: /s/ Richard H. Van Hoesen
---------------------- --------------------------------
Richard H. Van Hoesen
Vice President, Finance and Administration and
Chief Financial Officer
/s/ Clifton Wong
--------------------------------
Clifton Wong
Controller and
Chief Accounting Officer
15
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
11.1 Computation of Earnings and Loss
per share
27 Financial Data Schedule
</TABLE>
<PAGE>
EXHIBIT 11.1
CONSILIUM, INC.
COMPUTATION OF EARNINGS AND LOSS PER SHARE
(Unaudited)
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
July 31, July 31,
--------------------- --------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Primary and fully diluted
earnings per share:
Weighted average number of 7,598 7,397 7,519 7,339
shares outstanding
Weighted average number of shares 474 --- 288 ---
computed using the treasury
stock method (1)
-------- -------- -------- --------
Weighted average number of shares
outstanding, as adjusted 8,072 7,397 7,807 7,339
======== ======== ======== ========
Net income (loss) 215 $ (3,488) $ 479 $ (6,397)
======== ======== ======== ========
Net income (loss) per share 0.03 $ (0.47) $ 0.06 $ (0.87)
======== ======== ======== ========
</TABLE>
(1) Stock options have not been included in the calculation of loss per share as
their effect would be anti-dilutive.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> JUL-31-1995
<CASH> 11,955
<SECURITIES> 0
<RECEIVABLES> 7,199
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,211
<PP&E> 2,301
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,370
<CURRENT-LIABILITIES> 11,130
<BONDS> 0
<COMMON> 15,527
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 28,370
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<CGS> 5,483
<TOTAL-COSTS> 5,483
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (9)
<INCOME-PRETAX> 899
<INCOME-TAX> 420
<INCOME-CONTINUING> 459
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 479
<EPS-PRIMARY> .06
<EPS-DILUTED> 0
</TABLE>
