<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, 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 0-17754
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)
485 Clyde Avenue, 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 June 11, 1996:
Common Stock, $0.01 par value 7,835,415
- ----------------------------- -------------------
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 -
April 30, 1996 and October 31, 1995................... 3
Condensed Consolidated Statements of Operations -
Three and six months ended April 30, 1996
and 1995.............................................. 4
Condensed Consolidated Statements of Cash Flows -
Six months ended April 30, 1996 and 1995.............. 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......................................... 13
Item 2. Changes in Securities..................................... 13
Item 3. Defaults upon Senior Securities........................... 13
Item 4. Submission of Matters to a Vote of Security Holders....... 13
Item 5. Other Information......................................... 13
Item 6. Exhibits and Reports on Form 8-K.......................... 13
Signatures................................................ 16
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
CONSILIUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands; unaudited)
<TABLE>
<CAPTION>
April 30, 1996 October 31, 1995
-------------- ----------------
(Restated)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $10,531 $10,686
Short term investments 0 1,478
Accounts receivable, net 7,974 7,578
Other current assets 826 1,055
------- -------
Total current assets 19,331 20,797
Property and equipment, net 4,566 2,425
Software production costs, net 4,670 5,121
Other assets 337 325
------- -------
Total assets $28,904 $28,668
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,899 $ 1,800
Deferred revenue 4,842 5,621
Other current liabilities and
accrued expenses 3,562 4,364
------- -------
Total current liabilities 11,303 11,785
Deferred revenue 1,191 1,325
Deferred income taxes 158 158
Notes payable 2,000 0
Accrued lease obligation 0 17
------- -------
Total liabilities 14,652 13,285
------- -------
Total stockholders' equity 14,252 15,383
------- -------
Total liabilities and
stockholders' equity $28,904 $28,668
======= =======
</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 Six months ended
April 30, April 30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Product $ 3,409 $ 3,648 $ 8,191 $ 7,449
Services 3,953 4,133 7,884 7,823
Development 417 330 863 458
------- ------- -------- -------
Total revenues 7,779 8,111 16,938 15,730
------- ------- -------- -------
Costs and expenses:
Product 770 720 1,491 1,518
Services 1,459 1,062 2,675 2,037
Research and development 3,568 2,677 6,714 4,912
Selling and marketing 3,135 2,752 6,017 5,399
General and administrative 1,079 773 1,949 1,593
------- ------- -------- -------
Total costs and expenses 10,011 7,984 18,846 15,459
Income (loss) from operations (2,232) 127 (1,908) 271
Interest income, net 80 148 226 284
------- ------- -------- -------
Income (loss) before income tax
provision (2,152) 275 (1,682) 555
Provision for income taxes 124 109 372 291
------- ------- -------- -------
Net income (loss) $(2,276) $ 166 $ (2,054) $ 264
======= ======= ======== ========
Net income (loss) per share $ (0.29) $ 0.02 $ (0.27) $ 0.03
======= ======= ======== ========
Shares used in per share
calculations: 7,773 7,728 7,741 7,675
======= ======= ======== ========
</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>
Six months ended
April 30,
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(2,054) $ 264
------- -------
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,511 1,690
Provision for doubtful accounts 190 164
Change in assets and liabilities:
Accounts receivable, net (586) (2,311)
Other assets 217 58
Accounts payable 1,099 223
Deferred revenue (913) 544
Other liabilities and accrued expenses (819) (458)
Deferred income taxes --- 0
------- -------
Total adjustments 699 (90)
------- -------
Net cash (used in) provided by
operating activities (1,355) 174
------- -------
Cash flows from investing activities:
Capital expenditures (2,711) (491)
Capitalized software production costs (490) (702)
Purchases of short-term investments 0 (44,684)
Sales of short-term investments 1,478 48,184
------- -------
Net cash (used in) provided by
investing activities (1,723) 2,307
------- -------
Cash flows from financing activities:
Issuance of common stock 923 431
Notes payable 2,000 0
Principal payments on capital leases 0 (201)
------- -------
Net cash provided by financing activities 2,923 230
------- -------
Net (decrease) increase in cash and cash equivalents (155) 2,711
------- -------
Cash and cash equivalents at beginning of period 10,686 8,682
------- -------
Cash and cash equivalents at end of perio $10,531 $11,393
======= =======
</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 April 30, 1996 and October 31, 1995,
including the results of operations for the three and six months ended
April 30, 1996 and 1995 and the statement of cash flows for the six months
ended April 30, 1996 and 1995. 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 as of and for the
year ended October 31, 1995. As previously announced, the Company will be
restating such financial statements, which will be filed in a Form 10-K/A
amending its Annual Report on Form 10-K for the year ended October 31,
1995. A comparison of certain amounts as previously reported and as
restated is presented below.
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Year ended October 31, 1995
---------------------------
As Reported As Restated
----------- -----------
<S> <C> <C>
Total revenues $33,857 $33,125
Income (loss) before taxes 1,150 664
Provision (benefit) for income taxes 523 523
Net income (loss) 627 141
Income (loss) per share 0.08 0.02
Shares used in per share calculations 7,912 7,912
Working capital 9,498 9,012
Total assets 29,437 28,668
Long-term debt, less current portion 0 0
Stockholders' equity 15,869 15,383
</TABLE>
The results of operations for the three and six month periods ended April
30, 1995 were not affected by the restatement.
The year-end condensed consolidated balance sheet data as of October 31,
1995, as restated, 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 six months ended April 30, 1996
and the statement of cash flows for the six months ended April 30, 1996 are
not necessarily indicative of results of operations and cash flows for any
future period.
6
<PAGE>
2. Software Production Costs (in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30, April 30,
------------------ ----------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Capitalized software
production costs $204 $345 $490 $702
Amortization of
capitalized software
production costs $476 $466 $941 $932
</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 months ended April 30, 1996
represents taxes on earnings of certain foreign subsidiaries, which are
profitable, and taxes withheld on sales made in certain foreign
jurisdictions. The Company has established a valuation allowance against
its deferred tax asset and reviews this allowance on a periodic basis. At
such time that the Company believes that it is more likely than not that a
portion of the deferred tax asset will be realized, the valuation allowance
will be reduced.
5. In a one paragraph letter dated May 6, 1996, Honeywell Inc. ("Honeywell")
informed the Company that, although it remains willing to resolve matters
amicably, Honeywell believes it has claims against the Company for
misrepresentation, breach of contract and fraud, and that Honeywell will be
left with no alternative but litigation unless satisfactory progress is
made toward resolution. The contract involved was entered into in April of
1993, and is a distribution and license agreement under which Honeywell
paid the Company $4,000,000 as a non-refundable pre-paid license fee in the
Company's 1993 fiscal year. The Company believes these assertions are
utterly without merit and that the Company has performed in keeping with
both the letter and spirit of its contract with Honeywell. The Company has
informed Honeywell to that effect. At present, the Company is evaluating
Honeywell's claims with counsel along with possible claims it may have
against Honeywell. The Company hopes that the matter can, as the Honeywell
letter suggests, be resolved amicably.
In the ordinary course of business, other 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
- ---------------------
This section contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements about expected possible corporate
implementation of FlowStream(R) software and expected increased maintenance
revenues. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth under the
caption "Potential Fluctuations in Quarterly Results."
Revenues. Total revenues for the second quarter of fiscal 1996 decreased
--------
4% to $7,779,000 compared with $8,111,000 in the second quarter of 1995.
Revenues for the first six months of fiscal 1996 increased 8% to $16,938,000,
compared with $15,730,000 in the same period in 1995. The decrease for the
second quarter of fiscal 1996 primarily was due to lower product license
revenues in the North American geographic region and lower overall services
revenue. For the six months ended April 30, 1996, overall revenue increased 8%
over the same period of the previous year primarily due to overall higher levels
of product sales in the Asian geographic region.
The following table shows the proportion of the Company's total revenue
from each of its three principal geographic regions:
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30, April 30,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
North America 45% 60% 55% 62%
Europe 21% 25% 16% 21%
Asia/Pacific 34% 15% 29% 17%
</TABLE>
Product license revenues for the three months ended April 30, 1996
decreased 7% from the same period of the previous year. Product license revenue
for the six months ended April 30, 1996 increased 10% over the same period of
the previous year. The 1996 second fiscal quarter decrease was primarily due to
no product license revenue from the Company's FlowStream product.
During the quarter ended April 30, 1996, the Company received orders from
two customers totaling approximately $2,400,000, of which $1,600,000, or 21% of
total revenues, was recognized as product revenue for software licenses. 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. (See "Potential Fluctuations in Quarterly Results.")
Product license revenue attributable to products in the Company's
WorkStream DFS product line increased 11% to $3,409,000 during the three months
ended April 30, 1996 as compared with $3,081,000 in the previous year quarter.
The year-over-year increase was due to continued demand in the semiconductor
industry for the Company's WorkStream(R) and WorkStream Open(TM) products,
especially in Asia, as well as commercial availability of the Company's new
WorkStream DFS application servers. For the six months ended April 30, 1996,
product license revenue from the Workstream product line increased 33% to
$7,948,000 as compared with $5,976,000 in the previous year period.
8
<PAGE>
License revenues attributable to FlowStream were $0 during the three months
ended April 30, 1996 as compared with $567,000 in the previous year quarter. The
decrease was primarily attributable to the variable timing in receipt of orders
for the Company's products in any given quarter. In addition, several of the
Company's customers have begun to consider corporate implementations of
FlowStream, which is extending the length of certain sales cycles. If customers
proceed with corporate implementations, the Company may in the future receive a
smaller number of orders with a higher total dollar value than in the past. For
the six months ended April 30, 1996, product license revenue from the FlowStream
product line decreased 84% to $243,000 as compared with $1,473,000 in the
previous year period.
Services revenues for the three months ended April 30, 1996 decreased 4% to
$3,953,000, compared with $4,133,000 for the same period of fiscal 1995. For the
six months ended April 30, 1996, services revenue remained relatively flat with
the same period of the previous fiscal year. Services revenues are derived
primarily from custom programming services, resident and application consulting
services, customer training, and annual software maintenance fees. The decrease
in services revenues for the three months ended April 30, 1996 primarily was due
to the timing of contract renewals from the Company's WorkStream DFS product
lines and lower consulting revenues. The Company anticipates that 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 scheduled to commence maintenance
terms. Services revenues normally are subject to fluctuation primarily due to
the timing of new contracts and the completion of existing projects.
Development revenues for the three months ended April 30, 1996 increased
26% to $417,000, compared with $330,000 for the same period of fiscal 1995. For
the six months ended April 30, 1996, development revenues increased 88% from the
same period in the previous fiscal year. The increase in development revenues
primarily was due to the Company starting new funded development projects,
partially offset by the completion of existing projects. 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 participating third parties having the
right 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. Development
revenues can vary significantly from period to period, depending upon the number
of contracts which have been entered into and the state of completion of such
projects.
Costs and Expenses. Cost of product revenue for the three months ended
------------------
April 30, 1996 increased 7% to $770,000, compared with $720,000 for the same
period of the previous fiscal year. For the six months ended April 30, 1996,
cost of product revenue decreased 2% from the same period in the previous fiscal
year. The absolute dollar increase in cost of product revenue for the three
month period ended April 30, 1996 primarily was due to a large order for
WorkStream that generated higher costs. For the six months ended April 30, 1996,
the absolute dollar decrease in cost of product revenue primarily was due to the
mix of product revenues with overall lower royalties and purchased software
costs. 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. Product costs as a
percentage of product revenue for the three and six months ended April 30, 1996
were 23% and 18%, respectively,
9
<PAGE>
compared with 20% for each of the same periods of fiscal 1995. The increase in
cost of product revenue for the three month period ended April 30, 1996 as a
percentage of product revenue was due to a change in the mix of product revenues
coupled with lower royalties, as well as higher purchased software costs. The
decrease in cost of product revenue for the six months ended April 30, 1996 as a
percentage of product revenue was due to a change in the mix of product revenue
coupled with overall lower royalties and purchased software costs.
Cost of services revenue represented 37% and 34% of total services revenues
for the three and six months ended April 30, 1996, compared with 26% for the
same periods of fiscal 1995. Services costs include expenses for the customer
response center, resident and application consulting services, customer
services, and training groups within the Company. Cost of services revenue
increased 37% to $1,459,000 for the three month period ended April 30, 1996
compared with $1,062,000 for the same period of the previous fiscal year. The
increase in the percentage and in absolute dollars of cost of services revenues
resulted from the hiring of additional services personnel, both permanent and
sub-contracted, to enhance the Company's ability to meet customer requirements
for maintenance, support and consulting services.
Research and Development Expenses. Research and development expenses
---------------------------------
represented 46% and 40% of total revenues for the three and six month periods
ended April 30, 1996 compared with 33% and 31% for the same periods of the
previous fiscal year. These expenses increased to $3,568,000 in the second
fiscal quarter compared with $2,677,000 in the same quarter of the previous
fiscal year. The increase in the percentage and absolute dollar amount of
research and development expenses in the recent three month period compared with
the same quarter last year was due to lower levels of sales, as well as
decreased capitalization of software development costs, costs associated with
the Company's second quarter building move, a higher level of funded development
activity and a higher level of overall research and development activity in the
recent quarter compared with the levels in the second quarter in fiscal 1995.
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.
Software development expenditures of $204,000 and $345,000 were capitalized
under Statement of Financial Accounting Standards No. 86 for the three months
ended April 30, 1996 and 1995, respectively. The amounts represented
approximately 5% and 11% of total research and development expenditures during
such periods. The percentage decrease was due to a decline in the absolute
dollar amount of software costs capitalized during these periods coupled with a
higher level of overall research and development expenditures. In accordance
with Statement 86, the amount of research and development expenditures
capitalized in a given time period depends upon the amount of development work
performed subsequent to the establishment of technological feasibility.
Selling and Marketing Expenses. Selling and marketing expenses
------------------------------
represented 40% and 36% of total revenues for the three and six months ended
April 30, 1996, respectively, as compared with 34% for each of the same periods
of fiscal 1995. Selling and marketing expenses increased to $3,135,000 for the
three months ended April 30, 1996 compared with $2,752,000 for the same period
of the previous fiscal year. The second fiscal quarter increase in absolute
dollars in selling and marketing expenses primarily was due to an increase in
the permanent headcount and related travel expenses, partially offset by lower
commission expenses. The proportional increase in sales and marketing expense
as a percentage of total revenues was due to lower levels of sales coupled with
higher expenses for the second quarter of fiscal 1996 compared with the same
period of the previous fiscal year.
General and Administrative Expenses. General and administrative expenses
-----------------------------------
represented 14% and 12% of total revenues for the three and six months ended
April 30, 1996, respectively, as compared with 10% for each of the same periods
of fiscal 1995. General and administrative costs
10
<PAGE>
include the costs of the finance, accounting, purchasing and administrative
operations of the Company. General and administrative expenses increased to
$1,079,000 for the three months ended April 30, 1996 compared with $773,000 for
the same period of the previous fiscal year. The second quarter increase in
absolute dollars primarily was due to an increase in headcount over the same
period of the previous fiscal year, as well as additional costs associated with
the Company's building move.
Interest Income and Expense. For the three and six months ended April 30,
---------------------------
1996, interest income was $80,000 and $226,000, compared with interest income of
$148,000 and $284,000 for the same periods of the previous fiscal year. Lower
invested cash balances and slightly lower interest rate levels accounted for the
decrease. There was no interest expense for the period ended April 30, 1996 as
compared with $3,000 for the previous year quarter.
Provision for Income Taxes. The Company's income tax provision for all
--------------------------
periods presented principally relates to withholding taxes on sales made in
foreign jurisdictions. The Company has established a valuation allowance
against its deferred tax asset and reviews this allowance on a periodic basis.
At such time that the Company believes that it is more likely than not that a
portion of the deferred tax asset will be realized, the valuation allowance will
be reduced.
Net Loss/Income. The Company generated a net loss of $2,276,000, or $.29
---------------
per share, in the quarter ended April 30, 1996, compared with a net income of
$166,000, or $.02 per share, in the same period of the prior year. For the six
months ended April 30, 1996, the net loss was $2,054,000 or $.27 per share, as
compared with a net income of $264,000, or $.03 per share, in the same period
last year. The current quarter and six month period net loss was the result of
slightly lower revenues offset by higher expenses compared with the same period
of the previous year.
Potential Fluctuations in 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 relative to the number of transactions; market acceptance
of new products; introduction of competitive product offerings and subsequent
deferrals in sales orders as competitive products are evaluated by prospective
customers; the size and timing of new orders; the timing of co-development
projects with customers; expense levels; pricing changes; gain or loss of
significant customers or distributors; the level of capital spending and the
general economic conditions in the Company's primary markets; and increased
competition. Any unfavorable change in these or other factors could have a
material adverse effect on the Company's operating results for a particular
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, 1996, the Company had
-------------------------------
$10,531,000 in cash and cash equivalents and short term investments, as compared
with $12,164,000 at October 31, 1995. The Company utilized $1,355,000 for
operating activities in the six months ended April 30, 1996 compared with
$174,000 provided by operating activities in the same period of the previous
fiscal year. Net cash used by operating activities for the six months ended
April 30, 1996 primarily resulted from the net loss from the period compared
with a net income for the same period of the previous year in fiscal 1995, an
increase in accounts payable and an increase in accounts receivable offset by a
decrease in deferred revenue.
Cash utilized by investing activities was $1,723,000 during the six month
period ended April 30, 1996 which represented capital expenditures of $2,711,000
primarily related to the Company's move into its new corporate headquarters.
For the same period, cash provided by financing activities was $2,923,000
primarily related to cash received from a $2,000,000 note payable.
11
<PAGE>
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.
12
<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 19, 1996.
The stockholders voted on proposals to:
1. Elect two (2) Class II Directors
2. Approve an Amendment to the Company's 1989 Employee Stock
Purchase Plan.
3. Appoint Coopers & Lybrand L.L.P. as Independent Accountants for
the fiscal year ending October 31, 1996.
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 Class II
Directors,
Thomas A. Tomasetti 6,773,193 1,957 -- --
Laurence R. Hootnick 6,770,893 4,257 -- --
2. Amend Company's 1989
Stock Purchase Plan 6,485,430 176,243 54,977 58,500
3. Appoint Coopers &
Lybrand L.L.P. 6,654,667 6,300 5,432 --
</TABLE>
Item 5. Other Information
------------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a). List of Exhibits
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
- ------- -------------
<C> <S>
3.1 Certificate of Incorporation of the Company. /3/
3.2 By-Laws of the Company. /3/
10.1 Lease agreement 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. /1/
10.2 Master Lease Agreement, dated December 2, 1988, between the Company
and General Electric Capital Corporation, with schedules. /1/
10.3 Letter Agreement, dated July 22, 1987, with respect to the employment
of Thomas Tomasetti. /1,6/
10.4 Lease agreement paperwork for the 630 Clyde Court facility, dated
MarchE6, 1990, among the Company and Santa Clara Property Associates.
/2/
10.5 Agreement between the Company and Honeywell, Inc., Industrial
Automation and Control, dated April 1, 1993. /3,5/
10.6 Form of Director and Officer Indemnity Agreement. /4,6/
10.7 Amended and Restated 1983 Stock Option Plan. /6,7/
10.8 Forms of Stock Option Agreement used in conjunction with the 1983
Stock Option Plan. /6,7/
10.9 1990 Outside Director's Stock Option Plan. /6,7/
10.10 Forms of Outside Directors Stock Option Agreement used in conjunction
with the 1990 Outside Director's Stock Option Plan. /6,7/
10.11 Lease agreement for the Company's principal facility, dated August 2,
1995, among the Company and The Prudential Insurance Company of
America. /7/
10.12 Letter Agreement, dated August 5, 1994, with respect to the employment
of Edward Norton. /6,7/
10.13 Letter Agreement, dated september 28, 1994, with respect to the
employment of Richard Van Hoesen. /6,7/
11.1 Statement re Computation of Net Income (Loss) per Share (Three months
ended April 30, 1996).
11.2 Statement re Computation of Net Income (Loss) per Share (Six months
ended April 30, 1996).
</TABLE>
14
<PAGE>
<TABLE>
<C> <S>
27 Financial Data Schedule (available in EDGAR format only).
</TABLE>
/1/ 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.
/2/ Incorporated by reference from exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the Year ended October 31, 1990.
/3/ Incorporated by reference from exhibits 3.1, 3.2 or 10.19,
respectively, to Registrant's Quarterly Report on Form 10-Q for the
Quarter ended April 30, 1993.
/4/ Incorporated by reference from exhibit 10.6 to Registrant's Quarterly
Report on Form 10-Q for the Quarter ended July 31, 1994.
/5/ The Securities and Exchange Commission has granted confidential
treatment for portions of this document.
/6/ Compensatory or employment arrangement.
/7/ Incorporated by reference from exhibits of the same number to
Registrant's Annual Report on Form 10K for the Year ended October 31,
1995.
(b). Reports on Form 8-K
No report on Form 8-K was filed during the quarter ended April 30,
1996
15
<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, 1996 by: /s/ Clifton Wong
------------------- -----------------------------
Clifton Wong
Controller and
Chief Accounting Officer
16
<PAGE>
EXHIBIT 11.1
CONSILIUM, INC.
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(Unaudited)
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
April 30,
-------- ---------
1996 1995
-------- ---------
<S> <C> <C>
Primary and fully diluted
earnings per share:
Weighted average number of
shares outstanding 7,773 7,511
Weighted average number of shares
computed using the treasury
stock method (1) -- 217
------- ------
Weighted average number of shares
outstanding, as adjusted 7,773 7,728
======= ======
Net income (loss) $(2,276) $ 166
======= ======
Net income (loss) per share $ (0.29) $ 0.02
======= ======
</TABLE>
(1) Stock options have not been included in calculation of loss per share
as their effect would be anti-dilutive.
Note: There is no material difference in the calculation of primary and fully
diluted income per share.
<PAGE>
EXHIBIT 11.2
CONSILIUM, INC.
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(Unaudited)
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended
April 30,
----------------------
1996 1995
-------- --------
<S> <C> <C>
Primary and fully diluted
earnings per share:
Weighted average number of
shares outstanding $ 7,741 $7,490
Weighted average number of shares
computed using the treasury
stock method (1) -- 185
------- ------
Weighted average number of shares
outstanding, as adjusted 7,741 7,675
======= ======
Net income (loss) $(2,054) 264
======= ======
Net income (loss) per shar $ (0.27) 0.03
======= ======
</TABLE>
(1) Stock options have not been included in calculation of loss per share
as their effect would be anti-dilutive.
Note: There is no material difference in the calculation of primary and fully
diluted income per share.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<CASH> 10,531
<SECURITIES> 0
<RECEIVABLES> 7,974
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,331
<PP&E> 4,566
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,904
<CURRENT-LIABILITIES> 11,303
<BONDS> 0
0
0
<COMMON> 14,252
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 28,904
<SALES> 16,938
<TOTAL-REVENUES> 16,938
<CGS> 4,166
<TOTAL-COSTS> 4,166
<OTHER-EXPENSES> 14,680
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,682)
<INCOME-TAX> 372
<INCOME-CONTINUING> (1,908)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,054)
<EPS-PRIMARY> (0.27)
<EPS-DILUTED> 0
</TABLE>
