<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 April 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 0-17754
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 April 30, 1995:
Common Stock, $0.01 par value 7,512,896
----------------------------- ------------------
Class Number of Shares
1
<PAGE>
CONSILIUM, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
--------
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets -
April 30, 1995 and October 31, 1994............. 3
Consolidated Statements of Operations -
Three and six months ended April 30, 1995
and 1994........................................ 4
Consolidated Statements of Cash Flows -
Six months ended April 30, 1995 and
1994............................................ 5
Notes to 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
2
<PAGE>
PART I. FINANCIAL INFORMATION
CONSILIUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
April 30, 1995 October 31, 1994
-------------- ----------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,393 $ 8,682
Short term investments 3,500
Accounts receivable, net 7,328 5,181
Other current assets 1,005 1,055
----------- -----------
Total current assets 19,726 18,418
Property and equipment (net) 2,082 2,351
Software production costs (net) 5,296 5,524
Other assets 697 705
----------- -----------
Total assets $ 27,801 $ 26,998
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,432 $ 1,209
Deferred revenue 5,892 4,962
Capital lease obligation 112 313
Other current liabilities and
accrued expenses 4,165 4,589
----------- -----------
Total current liabilities 11,601 11,073
Deferred revenue 1,460 1,846
Deferred income taxes 348 348
Accrued lease obligation 51 85
----------- -----------
Total liabilities 13,460 13,352
----------- -----------
Total stockholders' equity 14,341 13,646
----------- -----------
Total liabilities and
stockholders' equity $ 27,801 $ 26,998
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
CONSILIUM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data; unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30, April 30,
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Product $ 3,648 $ 2,046 $ 7,449 $ 4,405
Services 1,402 977 2,512 2,931
Maintenance 2,731 2,361 5,311 4,745
Development 330 1,605 458 1,948
------- ------- ------- -------
Total revenues 8,111 6,989 15,730 14,029
------- ------- ------- -------
Costs and expenses:
Product 720 764 1,518 1,386
Services 1,062 857 2,037 2,737
Research and development 2,677 3,296 4,912 5,277
Selling and marketing 2,752 3,124 5,399 5,891
General and administrative 773 785 1,593 1,561
------- ------- ------- -------
Total costs and expenses 7,984 8,826 15,459 16,852
Income/(loss) from operations 127 (1,837) 271 (2,823)
Interest income 151 97 292 206
Interest expense (3) (9) (8) (20)
------- ------- ------- -------
Income/(loss) before income taxes 275 (1,749) 555 (2,637)
Provision for income taxes 109 85 291 272
------- ------- ------- -------
Net income/(loss) $ 166 $ (1,834) $ 264 $ (2,909)
======= ======= ======= =======
Net income/(loss) per share $ 0.02 $ (0.25) $ 0.03 $ (0.40)
======= ======= ======= =======
Shares used in per share
calculations: 7,728 7,347 7,675 7,311
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
CONSILIUM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands; unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30, April 30,
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 166 $ (1,834) $ 264 $ (2,909)
--------- --------- --------- ---------
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 856 789 1,690 1,648
Provision for doubtful accounts 50 27 164 106
Change in assets and liabilities:
Accounts receivable, net (1,140) 1,069 (2,311) (49)
Other assets 146 5 58 1,038
Accounts payable 46 (134) 223 (42)
Deferred revenue 784 640 544 745
Other liabilities and accrued expenses 362 536 (458) 74
Deferred income taxes --- (1) --- (1,027)
--------- --------- --------- ---------
Total adjustments 1,104 2,931 (90) 2,493
--------- --------- --------- ---------
Net cash provided by
(used in) operating activities 1,270 1,097 174 (416)
--------- --------- --------- ---------
Cash flows from investing activities:
Capital expenditures (240) (169) (491) (417)
Capitalized software production costs (345) (444) (702) (851)
Purchases of short-term investments (26,180) (23,574) (44,684) (42,150)
Sales of short-term investments 27,407 24,055 48,184 44,879
--------- --------- --------- ---------
Net cash provided by investing activities 642 (132) 2,307 1,461
--------- --------- --------- ---------
Cash flows from financing activities:
Issuance of common stock 30 171 431 696
Principal payments on capital leases (101) (95) (201) (188)
--------- --------- --------- ---------
Net cash provided by financing activities (71) 76 230 508
--------- --------- --------- ---------
Net increase in cash and cash equivalents 1,841 1,041 2,711 1,553
--------- --------- --------- ---------
Cash and cash equivalents at beginning of period 9,552 7,665 8,682 7,153
--------- --------- --------- ---------
Cash and cash equivalents at end of period $ 11,393 $ 8,706 $ 11,393 $ 8,706
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these 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 April 30, 1995 and October 31, 1994,
including the results of operations and cash flows for the three and six
months ended April 30, 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 and cash flows for the three and six months ended
April 30, 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 Six Months Ended
April 30, April 30,
------------------- -----------------
1995 1994 1995 1994
------ -------- ------- ------
<S> <C> <C> <C> <C>
Capitalized software
production costs $ 345 $ 444 $ 702 $ 851
Amortization of
capitalized software
production costs $ 466 $ 452 $ 932 $ 981
</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 upon the weighted average number of common shares
outstanding during the period.
4. The income tax provision for the three and six months ended April 30, 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 has been taken on the loss of the
parent company for either the three or six months ended April 30, 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. Effective November 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." This statement requires the Company to classify
debt and equity securities into one of three categories: held-to-maturity,
trading, or available-for-sale. At April 30, 1995, the Company held no
investments in debt or equity securities.
7. 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 affected five field 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 the five offices and the consolidation
of operations at the Company's headquarters facilities (39%). The balance
is comprised of property and equipment write-offs in the offices affected,
and incremental travel and legal fees.
From a cash flow perspective, approximately $80,000 and $450,000
of this 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.
Restructuring activities are expected to be completed by mid-year 1995 and
the Company expects to pay out approximately $100,000 in cash related to
remaining restructuring activities.
8. 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.
9. 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 second quarter of fiscal 1995 increased
--------
16% to $8,111,000 compared with $6,989,000 in the second quarter of 1994.
Revenues for the first six months of fiscal 1995 increased 12% to $15,730,000,
compared with $14,029,000 in the same period in 1994. The increase was due
primarily to higher product, maintenance and services revenues, partially
offset by a decline in development revenues.
Product revenues for the three and six months ended April 30, 1995
increased 78% and 69% over the same periods of the previous year. The current
quarter's increase was primarily due to higher revenue levels from the Company's
newer WorkStream Open(TM) and FlowStream(R) product lines, as well as a renewed
growth in sales from the original WorkStream(R) product.
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 sales 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 six months ended April 30, 1995 represented 50% and 53% of total
product revenue, respectively, compared with 66% and 61% in the same periods of
the previous year. Broken out by product line, license revenues attributable to
the Company's newer WorkStream Open and FlowStream products represented 52% of
product revenue in the three months ended April 30, 1995, compared with 51% in
the same period of the previous year. License revenues attributable to the
Company's original WorkStream product represented 48% of product revenue during
the second quarter compared with 49% in the same period last year.
Services revenues for the three months ended April 30, 1995 increased 44%
to $1,402,000 compared with $977,000 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
six months ended April 30, 1995, services revenues decreased 14% compared with
the same period of fiscal 1994. This was primarily due to the existence in the
1994 period of a large custom services project for a semiconductor customer, the
results of which subsequently became part of core development and were therefore
no longer reflected in services revenues, but were incorporated into development
revenue in the beginning of Q3 1994. 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 half of 1994. No such custom programming services were
earned to date in 1995. Services revenues are normally subject to fluctuation
due primarily to the timing of new contracts and the completion of existing
projects.
Maintenance revenues for the three and six months ended April 30, 1995
increased 16% and 12%, respectively, compared with the same periods of 1994.
The increases were attributable to higher maintenance levels from the Company's
WorkStream Open and FlowStream product lines as well as from renewals of
previously lapsed maintenance contracts for its original WorkStream product.
The Company anticipates maintenance revenues associated with its newer
WorkStream Open and FlowStream products will continue to increase in the near
term due to a higher volume of product licenses sold in recent quarters which
are beginning to come off warranty and commence
8
<PAGE>
maintenance terms. The Company also believes that maintenance levels for its
original WorkStream product may rise slightly in the near term due to the recent
resurgence in contract renewals from previously lapsed maintenance contracts.
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 April 30, 1995 decreased
79% to $330,000, compared with $1,605,000 in the second quarter of fiscal 1994.
For the six months ended April 30, 1995, development revenue decreased 76% 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 was 20% of product revenue for
-------------------
both the three and six months ended April 30, 1995, compared with 37% and 31% in
the comparable periods of fiscal 1994. The decrease in cost of product revenue
as a percentage of product revenue resulted from a higher percentage increase in
product revenues than in cost of product revenues. The lower increase in cost
of product revenues relative to product revenues primarily resulted from a
small decline in the amount of software costs amortized during the comparable
six month periods. Cost of product revenue includes amortization of software
production costs, royalties, distributor commissions, and purchased software
which is resold to the end customer, typically along with the Company's
proprietary software. The absolute dollar increase of $132,000 in cost of
product revenues from the comparable six month period in 1994 was due primarily
to an increase in product revenue, coupled with a change in the mix of product
revenues resulting in higher royalties from embedded and purchased third party
software. In general, cost of product revenue is higher on sales of the
Company's WorkStream Open and FlowStream products compared with its original
WorkStream product. This is primarily due to royalties associated with third
party applications embedded within these product lines.
Cost of services revenue represented 76% and 81% of total service revenues
for the three and six months ended April 30, 1995, compared with 88% and 93% in
the comparable periods of fiscal 1994. This decrease in the percentage of cost
of services revenues resulted from a higher percentage increase in services
revenues than in cost of services revenues for the three and six month periods
of 1995. Services costs include expenses for the customer response center,
resident and application consulting services, customer services, and training
groups within the Company. The absolute dollar increase in cost of services of
$205,000 for the recent three month period compared with the same period last
year was primarily due to an increase in staffing levels in the services
organization required to support a higher level of revenue.
Research and Development Expenses. Research and development expenses were
---------------------------------
$2,677,000 and $4,912,000 for the three and six months ended April 30, 1995, or
33% and 31% of total revenues, respectively, compared with $3,296,000 and
$5,277,000, or 47% and 38%, respectively, for the comparable periods of the
previous year. The decrease in the recent three month period compared with the
same quarter last year was due to a lower level of overall research and
development activity in the current year compared with the levels in the second
quarter of 1994, which had been increased to complete certain development
efforts in that period. Included in research and development expenses are costs
associated with the development of new products, costs
9
<PAGE>
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 six months ended
April 30, 1994. On an absolute dollar basis, for the three months ended April
30, 1995, capitalized software decreased $99,000, or 22% from the prior year
period. The decrease was due to a decline in the absolute dollar amount of
software costs incurred during these periods, coupled with a lower rate of
capitalization, as well as higher research and development expenses incurred for
ongoing development of the Company's WorkStream, FlowStream and next-generation
products. 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 amounts of
research and development expenditures capitalized in a given period of time
depends upon the nature of development performed. Accordingly, amounts
capitalized may vary from period to period.
Selling and Marketing Expenses. Selling and marketing expenses were 34%
-------------------------------
of total revenues for both the three and six months ended April 30, 1995,
compared with 45% and 42% for the comparable periods of the previous year. The
absolute dollar decrease of $372,000, or 12%, for the three months ended April
30, 1995 compared with the same period last year was primarily due to a decline
in salary, travel and office expenses resulting in part from the consolidation
of sales operations which occurred during the third quarter of fiscal 1994.
General and Administrative Expenses. General and administrative expenses
------------------------------------
were 10% of total revenues for both the three and six months ended April 30,
1995 compared with 11% for both 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 for
the current quarter ended April 30, 1995 compared with the same period last year
was negligible.
Interest Income and Expense. For the three and six months ended April 30,
----------------------------
1995, interest income was $151,000 and $292,000, respectively, compared with
interest income of $97,000 and $206,000 for the same periods of the previous
year. Higher interest rate levels during this comparable period offset by lower
invested cash balances accounted for the increase. Interest expense of $3,000
and $8,000 for the three and six months period ended April 30, 1995 relates to
property and equipment financed under capital leases.
Provision for Income Taxes. The current period effective tax rate of 40%
--------------------------
represents taxes on earnings of certain foreign subsidiaries and taxes withheld
on sales made in certain foreign jurisdictions. The comparable rate for the
second quarter of fiscal 1994 was 5%.
Net Income (Loss) The Company had net income of $166,000, or $.02 per
-----------------
share, in the quarter ended April 30, 1995, compared with a net loss of
$1,834,000, or $.25 per share, in the same period of the prior year. For the
six months ended April 30, 1995, the net income was $264,000, or $.03 per share,
as compared with a net loss of $2,909,000, or $.40 per share, in the same period
last year. The current quarter and six month period net income was the result
of higher revenues and lower expenses compared with the same periods of the
previous year.
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, the
dependence on a small base of customers, a relatively small number of
transactions, market acceptance of new products, the timing and shipment of new
orders, and the
10
<PAGE>
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 April 30, 1995, the Company had
- --------------------------------
$11,393,000 in cash and cash equivalents, as compared to $12,362,000 at October
31, 1994 and $10,779,000 at January 31, 1995. The October 31, 1994 and January
31, 1995 periods included short-term investments, of which there were none in
the period ended April 30, 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. The increase in cash compared with the totals at January 31, 1995
resulted from cash provided by operating activities exceeding capital
expenditures and capitalized software production costs.
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
---------------------------------------------------
The Company held its Annual Meeting of Stockholders on March 22, 1995.
The stockholders voted on proposals to :
1. Elect one Class I Director of the Company, Robert Horne.
2. Appoint Coopers & Lybrand L.L.P. as independent accountants of
the Company for the fiscal year ended October 31, 1995.
The proposals were approved by the following votes:
<TABLE>
<CAPTION>
Authority
Withheld/ Broker
For Against Abstain Non-Votes
----- --------- ------- ---------
<S> <C> <C> <C> <C>
1. Election of 6,549,004 117,395 --- ---
Class I Director,
Robert Horne
2. Appoint Coopers 6,654,667 6,300 5,432 ---
& Lybrand L.L.P.
</TABLE>
The terms of Directors in Class II (Thomas Tomasetti and L. Barton
Alexander) and Class III (Jonathan Golovin) will continue until the
Annual Meeting of Stockholders in 1996 and 1997, respectively.
Item 5. Other Information
------------------
None
12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a). List of Exhibits
Exhibit
Number Exhibit Title
------ -------------
3.1* Certificate of Incorporation of the Company.
3.2* Bylaws of the Company.
10.1** 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.
10.2** Master Lease Agreement, dated December 2, 1988, between
the Company and General Electric Capital Corporation,
with schedules.
10.3*** Lease agreement paperwork for the 630 Clyde Court
facility, dated March 6, 1990, among the Company and
Santa Clara Property Associates.
10.5** Letter Agreement, dated July 22, 1987, with respect to
the employment of Thomas Tomasetti.
10.6@* Form of Director and Officer Indemnity Agreement.
10.7**@ Form of Stock Purchase Agreement entered into with
certain of the Company's officers dated June 3, 1983.
10.8**@ Amended and Restated 1983 Stock Option Plan.
10.10**@ Forms of Stock Option Agreement used in conjunction
with the 1983 Stock Option Plan.
10.11**@ 1989 Employee Stock Purchase Plan.
10.12**@ Consilium Savings and Retirement Plan.
10.14**# Series C Preferred Stock Purchase Agreement, dated
March 6, 1989, between the Company and Digital
Equipment Corporation.
10.15**# Development Agreement between the Company and Digital
Equipment Corporation, dated March 6, 1989.
10.17@*** 1990 Outside Director's Stock Option Plan.
10.18@*** Forms of Outside Directors Stock Option Agreement used
in conjunction with the 1990 Outside Director's Stock
Option Plan.
13
<PAGE>
10.19#**** Agreement between the Company and Honeywell, Inc.,
Industrial Automation and Control, dated April 1, 1993.
10.20* Nonqualified Stock Option Agreement between the Company
and L. Barton Alexander dated November 30, 1993.
10.21* Nonqualified Stock Option Agreement between the Company
and L. Barton Alexander dated November 30, 1993.
10.22* Nonqualified Stock Option Agreement between the Company
and Gerard H. Langeler dated November 30, 1993.
10.23 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
months ended April 30, 1995 and 1994).
11.2 Computation of Earnings and Loss Per Share (six months
ended April 30, 1995 and 1994).
27 Financial Data Schedule
* Incorporated by reference from exhibits of the same
number in Registrant's quarterly report on 10-Q filed
on September 14, 1994.
** 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.
*** 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.
**** Incorporated by reference from exhibit 10.19 to
Registrant's quarterly report on Form 10-Q filed on
June 11, 1993.
# 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 April 30, 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 June 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
Exhibit No. Description
- ---------- -----------
10.23 Amendment of Stock Options
11.1 Computation of Earnings and loss
per share - 3 months
11.2 Computation of Earnings and loss
per share - 6 months
27.1 Financial Data Schedule
<PAGE>
AMENDMENT OF STOCK OPTIONS
--------------------------
This Amendment of Stock Options (the "Amendment") is made by and between
Consilium, Inc., a Delaware corporation (the "Corporation") and Gerard Langeler
(the "Optionee"). Any term not otherwise defined herein shall have the meaning
assigned to such term in the NonQualified Stock Option Agreement between the
Corporation and Optionee dated November 30, 1993 (the "Agreement") and the 1990
Consilium Outside Directors Plan (the "Plan").
R E C I T A L S
---------------
WHEREAS, the Board of Directors previously granted to the Optionee certain
options (the "Options"), including an initial option for 15,000 shares ("Initial
Options") and three additional options for 2,500 shares each (the "Additional
Options") to acquire shares of common stock of the Corporation pursuant to the
Agreement as identified on Exhibit A-1 attached hereto;
-----------
WHEREAS, the Optionee has previously resigned from his position as a
director of the Corporation, effective immediately prior to the Corporation's
1995 Annual Meeting of Stockholders, and is not, as of the date hereof, an
executive officer or director of the Corporation or the beneficial owner of more
than 10% of any class of equity securities of the Corporation which is
registered under Section 12 of the Securities and Exchange Act of 1934, as
amended;
WHEREAS, the Corporation and Optionee now wish to amend the options in
accordance with the terms set forth herein;
A G R E E M E N T
-----------------
NOW, THEREFORE, in consideration of the foregoing, the Corporation and
Optionee agree as follows:
1. The Initial Option is hereby amended so that the Optionee will be
deemed to be vested in a total of 7,500 shares of common stock subject to the
Option as of the Resignation Date and the Optionee's option to purchase the
remaining 7,500 shares of common stock subject to the Option shall terminate as
of the Resignation Date. The Option shall be further amended to provide that
the Option may be exercised by the Optionee for up to 7,500 shares of common
stock subject to the Option through and until December 31, 1997.
2. The Additional Options are hereby amended so that each of the
Additional Options may be exercised by the Optionee for up to 2,500 shares of
common stock subject to the Option until December 31, 1997.
3. Except as provided herein, all of the terms and conditions of the
Option shall remain in full force and effect.
1
<PAGE>
4. This agreement shall be governed by the law of the State of California
as such laws are applied to agreements between California residents entered into
and to be performed entirely within the State of California.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of March 22, 1995.
CONSILIUM, INC.
By: /s/ Richard Van Hoesen
------------------------
Title: Chief Financial Officer
-----------------------
OPTIONEE:
/s/ Gerard Langeler
--------------------
Gerard Langeler
2
<PAGE>
EXHIBIT A-1
-----------
<TABLE>
<CAPTION>
===============================================================================-
No. of Shares Grant Date
- --------------------------------------------------------------------------------
<S> <C> <C>
Initial Option 15,000 11/30/93
- --------------------------------------------------------------------------------
Additional Option 2,500 03/16/93
- --------------------------------------------------------------------------------
Additional Option 2,500 01/25/94
- --------------------------------------------------------------------------------
Additional Option 2,500 11/16/94
================================================================================
</TABLE>
3
<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
April 30,
----------------------------
1995 1994
-------- --------
<S> <C> <C>
Primary and fully diluted
earnings per share:
Weighted average number of 7,511 7,347
shares outstanding
Weighted average number of shares 217 ---
assuming exercise of stock
options outstanding (1)
-------- --------
Weighted average number of shares
outstanding, as adjusted 7,728 7,347
======== ========
Net income (loss) $ 166 $ (1,834)
======== ========
Net income (loss) per share $ 0.02 $ (0.25)
======== ========
</TABLE>
(1) Stock options have not been included in the calculation of loss per share
as their effect would be anti-dilutive.
<PAGE>
EXHIBIT 11.2
CONSILIUM, INC.
COMPUTATION OF EARNINGS AND LOSS PER SHARE
(Unaudited)
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended
April 30,
----------------------------
1995 1994
-------- --------
<S> <C> <C>
Primary and fully diluted
earnings per share:
Weighted average number of 7,490 7,311
shares outstanding
Weighted average number of shares 185 ---
assuming exercise of stock
options outstanding (1)
-------- --------
Weighted average number of shares
outstanding, as adjusted 7,675 7,311
======== ========
Net income (loss) $ 264 $ (2,909)
======== ========
Net income (loss) per share $ 0.03 $ (0.40)
======== ========
</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> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> APR-30-1995
<CASH> 11,395
<SECURITIES> 0
<RECEIVABLES> 7,328
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,726
<PP&E> 2,082
<DEPRECIATION> 0
<TOTAL-ASSETS> 27,801
<CURRENT-LIABILITIES> 11,601
<BONDS> 0
<COMMON> 14,341
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 27,801
<SALES> 15,730
<TOTAL-REVENUES> 15,730
<CGS> 3,555
<TOTAL-COSTS> 3,555
<OTHER-EXPENSES> 11,904
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (8)
<INCOME-PRETAX> 555
<INCOME-TAX> 291
<INCOME-CONTINUING> 271
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 264
<EPS-PRIMARY> .03
<EPS-DILUTED> 0
</TABLE>
