BRODERBUND SOFTWARE INC /DE/
10-Q, 1997-01-14
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q



  _X_             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended November 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 0-15811



                            BRODERBUND SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)



              Delaware                                         94-2768218
   (State or other jurisdiction of                          (I.R.S.  Employer
    incorporation or organization)                           Identification No.)
    


                                500 Redwood Blvd.
                              Novato, CA 94948-6121
                    (Address of principal executive offices)
                         Telephone Number (415) 382-4400



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

                      Yes   _X_              No___

As of November 29, 1996 there were 20,698,509 shares of the Registrant's  Common
Stock Outstanding.


                                       1


<PAGE>

                            BRODERBUND SOFTWARE, INC.


                                Table of Contents





PART I.  FINANCIAL INFORMATION                                              Page
                                                                            ----
         Item 1.  Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets
                         At November 30, 1996 and August 31, 1996 .........   3
                  Condensed Consolidated Statements of Income
                         Three Months Ended November 30, 1996 and 1995 ....   4
                  Condensed Consolidated Statements of Cash Flows
                         Three Months Ended November 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 ...............   7


PART II.  OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K ........................  13

Signature .................................................................  14




                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.     Condensed Consolidated Financial Statements


                            BRODERBUND SOFTWARE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

                                                      November 30,    August 31,
                                                         1996           1996
                                                       --------       --------
         ASSETS                                                     
                                                                    
Current assets:                                                     
   Cash and short-term investments                     $149,103        $150,893
   Accounts receivable, net                              33,726           5,956
   Inventories                                            3,327           3,140
   Deferred income taxes                                 18,331          15,057
   Other current assets                                     878             869
                                                       --------        --------
     Total current assets                               205,365         175,915
                                                                    
Equipment and improvements, net                           5,573           7,014
Purchased technology and advances, net                   12,007          13,090
Investments in affiliates                                 3,600           4,053
Other assets                                                457             360
                                                       --------        --------
                                                       $227,002        $200,432
                                                       ========        ========
                                                                    
         LIABILITIES AND STOCKHOLDERS' EQUITY                       
                                                                    
Current liabilities:                                                
   Accounts payable                                    $ 11,479        $  4,442
   Accrued income taxes                                  18,498           8,966
   Other accrued expenses                                20,397          20,014
                                                       --------        --------
     Total current liabilities                           50,374          33,422
                                                                    
Deferred income taxes                                     1,140           1,462
                                                       --------        --------
     Total liabilities                                   51,514          34,884
                                                       --------        --------
                                                                    
Stockholders' equity:                                               
   Common stock                                          31,966          31,383
   Retained earnings                                    143,522         134,165
                                                       --------        --------
     Total stockholders' equity                         175,488         165,548
                                                       --------        --------
                                                       $227,002        $200,432
                                                       ========        ========
                                                                     


                             See accompanying notes.



                                       3
<PAGE>


                            BRODERBUND SOFTWARE, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)


                                                            Three months ended
                                                               November 30,
                                                         -----------------------
                                                           1996           1995
                                                         --------       --------

Net revenues                                             $ 61,491       $ 70,961
Cost of revenues                                           22,177         24,920
                                                         --------       --------

     Gross margin                                          39,314         46,041

Operating expenses:
   Sales and marketing                                     14,154         10,792
   Research and development                                 7,713          7,437
   General and administrative                               2,907          2,832
   Amortization of purchased technology                     1,022           --
                                                         --------       --------

     Total operating expenses                              25,796         21,061
                                                         --------       --------

Income from operations                                     13,518         24,980

Interest and dividend income, net                           1,549          1,311
Equity in earnings (loss) of joint venture                   (603)           269
                                                         --------       --------

Income before income taxes                                 14,464         26,560

Provision for income taxes                                  5,569         10,624
                                                         --------       --------

     Net income                                          $  8,895       $ 15,936
                                                         ========       ========

     Net income per share                                $   0.42       $   0.73
                                                         ========       ========

     Shares used in computation                            21,109         21,687
                                                         ========       ========





                             See accompanying notes.

                                       4
<PAGE>

                            BRODERBUND SOFTWARE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three months ended
                                                                  November 30,
                                                             ----------------------
                                                               1996          1995
                                                             ---------    ---------
<S>                                                          <C>          <C>      
Cash flows from operating activities:
   Net income                                                $   8,895    $  15,936
   Adjustments to reconcile net income to net cash
     provided (used) by operating activities:
       Equity in loss (earnings) of joint venture                  603         (269)
       Depreciation and amortization                             1,044          781
       Amortization of purchased technology                      1,022         --
       Deferred income taxes                                    (3,596)      (2,866)
       Changes in operating assets and liabilities             (11,111)      (4,137)
                                                             ---------    ---------

     Net cash provided (used) by operating activities           (3,143)       9,445

Cash flows from investing activities:
   Investments in affiliates                                      (150)        --
   Disposals (additions) to equipment and improvements             647       (1,422)
   Other                                                            73          (61)
                                                             ---------    ---------

     Net cash provided by (used in) investing activities           570       (1,483)
                                                             ---------    ---------

Cash flows from financing activities:
   Employee stock purchase plan                                    413         --
   Exercise of stock options                                       115          585
   Tax benefit of stock option exercises                            55          843
                                                             ---------    ---------
     Net cash provided by financing activities                     583        1,428
                                                             ---------    ---------

Translation adjustment                                             200          (39)
                                                             ---------    ---------
Net increase (decrease) in cash and short term investments      (1,790)       9,351
Cash and short-term investments, beginning of period           150,893      126,547
                                                             ---------    ---------

Cash and short-term investments, end of period               $ 149,103    $ 135,898
                                                             =========    =========
</TABLE>



                             See accompanying notes.

                                       5
<PAGE>


                            BRODERBUND SOFTWARE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.  Basis of Presentation

The  condensed  consolidated  financial  statements  for the three  months ended
November 30, 1996 and 1995 are unaudited and reflect all adjustments, consisting
of normal  recurring  adjustments,  which are,  in the  opinion  of  management,
necessary for a fair presentation of the results for the interim periods.  These
condensed  consolidated  financial statements should be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's  Annual  Report (Form 10-K) for the year ended  August 31,  1996.  The
results of  operations  for the three  months  ended  November  30, 1996 are not
necessarily  indicative  of the results for the entire fiscal year ending August
31, 1997.

Note 2.  Recently Issued Accounting Principles

On October 23, 1995 the Financial  Accounting  Standards Board issued  Statement
No. 123 (SFAS No. 123), "Accounting for Stock-Based  Compensation" which will be
effective  for the fiscal year ending  August 31,  1997.  SFAS No. 123 permits a
company to choose either a new fair value based method or the current Accounting
Principles  Board Opinion No. 25 intrinsic  value based method of accounting for
its stock-based compensation  arrangements.  The Company has elected to continue
to follow  current  practice but SFAS No. 123 requires pro forma  disclosures of
net income and earnings per share computed as if the fair value based method had
been applied.


                                       6
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


The following  information  should be read in conjunction  with the consolidated
financial  statements and the notes thereto and in conjunction with Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's  Annual  Report (Form 10-K) for the year ended  August 31, 1996.  This
Quarterly  Report on Form 10-Q,  and in particular  Management's  Discussion and
Analysis of Financial  Condition  and Results of  Operations,  contains  forward
looking  statements  regarding  future events or the future  performance  of the
Company that involve certain risks and  uncertainties  including those discussed
in "Factors Affecting Future Operating Results" below at pages 11 to 12, as well
as in the  Company's  1996  Annual  Report  on Form  10-K,  as  filed  with  the
Securities  and  Exchange  Commission  ("S.E.C.").  Actual  events or the actual
future  results of the Company may differ  materially  from any forward  looking
statements  due  to  such  risks  and  uncertainties.  The  Company  assumes  no
obligation to update these forward looking  statements to reflect actual results
or changes in factors or assumptions affecting such forward looking assumptions.
This analysis is provided pursuant to applicable  S.E.C.  regulations and is not
intended to serve as a basis for projections of future events.

RESULTS OF OPERATIONS.

The following table sets forth certain consolidated  statement of income data as
a percentage of net revenues for the periods indicated:


                                                              Three months ended
                                                                  November 30,
                                                              ------------------
                                                              1996         1995
                                                              ----         ----

Net revenues                                                  100%         100%
Cost of revenues                                               36%          35%
                                                              ---          ---

Gross margin                                                   64%          65%

Operating expenses:
   Sales and marketing                                         23%          15%
   Research and development                                    12%          11%
   General and administrative                                   5%           4%
   Amortization of purchased technology                         2%         --
                                                              ---          ---

     Total operating expenses                                  42%          30%
                                                              ---          ---

Income from operations                                         22%          35%

Nonoperating income                                             2%           2%
                                                              ---          ---

Income before income taxes                                     24%          37%
Provision for income taxes                                      9%          15%
                                                              ---          ---

     Net income                                                15%          22%
                                                              ===          ===



                                       7
<PAGE>

NET REVENUES.

The Company  derives  revenue from  products  which are  published by Broderbund
(published  products)  and products  from other  software  publishers  which are
distributed by Broderbund  (affiliated  label  products).  The Company sells its
products  in  North  America  through  distributors  and  retailers,  as well as
directly to  consumers.  The  Company's  international  sales are derived from a
foreign subsidiary and licensing arrangements with foreign distributors.

Net revenues for the first quarter of fiscal 1997 were $61.5 million, a decrease
of 13% from the $71.0 million  recorded in the first quarter of fiscal 1996. Net
revenues from the personal  productivity and the education  categories increased
22% and 9%,  respectively,  in the first  quarter of fiscal 1997 compared to the
first  quarter of fiscal  1996.  However,  net revenues  from the  entertainment
category  and from  affiliated  label  company  products  declined  51% and 44%,
respectively,  in the first  quarter of fiscal 1997  compared to the same period
last year.

The increase in revenues from the personal  productivity  category was primarily
due to increases in sales of Family Tree Maker(TM) and 3D Home  Architect(R) and
from  the  inclusion  of  sales  of Click  Art(R)  products  as a result  of the
Company's  acquisition  of T/Maker  Company in August 1996.  The increase in the
education  category  was  primarily  due to  increases  in sales of the recently
updated Where in the World is Carmen Sandiego?(R) and Where in the USA is Carmen
Sandiego?(R)

The decline in revenues  from the  entertainment  category was  primarily due to
lower  sales of  Myst(R)  and In the 1st  Degree(R),  a product  which was first
released in the comparable quarter last year. As a result, net revenues from the
entertainment  category  represented  13% of total  net  revenues  in the  first
quarter of fiscal 1997 compared to 23% for the same period last year.

Revenues from sales of  affiliated  label  products  declined as a percentage of
overall  net  revenues  in the first  quarter  from 25% in fiscal 1996 to 16% in
1997.  In the first  quarter of fiscal 1996,  several  successful  products were
released by affiliated label companies,  including Ascendancy(TM) from The Logic
Factory and Silent  Steel(TM) from Tsunami  Media.  Net revenues from the Living
Books joint venture  between  Broderbund  and Random House declined in the first
quarter of fiscal 1997  compared to the same period last year due  primarily  to
the decline in sales of products which were released prior to August 31, 1995.

During the first quarter of fiscal 1997, the Company  released a total of 10 new
products,  three of which were published  products including Where in the USA is
Carmen Sandiego? and Williams-Sonoma Guide to Good Cooking(TM). Seven of the new
products were from affiliated  label companies  including Green Eggs and Ham and
Stellaluna  from Living  Books,  Live  Pix(TM)  from Live  Picture,  Inc.,  Real
Audio(TM)  Player Plus from  Progressive  Networks and two titles from  Headbone
Interactive.  In the same period of the prior year, the Company  released 12 new
products,  three of which were published products,  In the 1st Degree, Learn the
Art of  Magic(TM)  and Family Tree Maker 3.0 and nine of the new  products  were
affiliated label releases.


COST OF REVENUES.

Cost of revenues  includes cost of goods sold,  royalties paid to developers and
accrued  technical  support costs,  which relate primarily to telephone  support
provided to consumers shortly after they purchase software. The Company does not
capitalize software  development costs as the impact on the financial statements
would be immaterial.  In the first quarter of fiscal 1997,  the Company's  gross
margin was 64% compared to 65% in the first quarter of fiscal 1996. Although net
revenues  from  affiliated  label  company  products,  which carry a lower gross
margin, declined in the first quarter of fiscal 1997, the Company embarked on an
aggressive  sales and marketing  strategy by decreasing  prices to increase unit


                                       8
<PAGE>

volume and market share, the impact of which offset any increase in gross margin
which otherwise may have been realized.  The Company currently expects its gross
margin to continue to be pressured  by lower  retail  prices as compared to the
previous year.


SALES AND MARKETING.

Sales and marketing expenses increased 31% to $14.2 million in the first quarter
of fiscal  1997 from $10.8  million in the first  quarter  of fiscal  1996.  The
increase was primarily due to the Company's  increased  emphasis an advertising,
promotions  and other sales and marketing  programs which resulted in additional
expenditures for marketing  programs with the Company's  channel  partners.  The
Company  also  incurred  additional  expenses  in order to monitor  its  channel
partners'  compliance  with  these  programs  and to track  inventory  levels at
individual retail outlets. The intense competition for high quality and adequate
levels of retail  shelf  space  continues  to increase as the number of software
products and consumer  platforms  increases.  As a result,  the Company believes
that it may incur increases in sales and marketing  expenses in the future in an
effort to more clearly  distinguish its products from its competitors'  products
and to obtain adequate shelf space.


RESEARCH AND DEVELOPMENT.

Research  and  development  expenses  increased  4% to $7.7 million in the first
quarter of fiscal 1997 from $7.4  million in the first  quarter of fiscal  1996.
The increase was primarily attributable to higher employee-related expenses from
increased headcount as well as expanded  localization  efforts to adapt products
for  foreign  markets,  which were  partially  offset by lower  bonus and profit
sharing provisions due to the decline in profitability. In addition, the Company
continues to invest in the development of CD-ROM based multimedia products which
have the capacity for expanded  sound,  animation and information  content.  The
development  of products with more content  increases  research and  development
costs.  To  partially  offset this  increase in content  costs,  the Company has
implemented  proprietary development systems to reduce the number of programming
hours required to bring a product to market on multiple platforms.


GENERAL AND ADMINISTRATIVE.

General and  administrative  expenses  increased 3% to $2.9 million in the first
quarter of fiscal 1997 from $2.8  million in the first  quarter of fiscal  1996.
The increase was primarily attributable to higher employee-related expenses from
increased  headcount.  These expenses were  partially  offset by lower bonus and
profit sharing provisions due to the decline in profitability.


AMORTIZATION OF PURCHASED TECHNOLOGY.

The Company is amortizing the value of the technology purchased in the Company's
acquisition of T/Maker Company in August 1996 and assumed in connection with the
acquisition of Banner Blue Software,  Inc. in April 1995 using the straight line
method over a period of three years.


NONOPERATING INCOME.

Nonoperating  income  includes  equity in  earnings  of the Living  Books  joint
venture,  interest and dividend income and other nonrecurring items. The Company
and Random House,  Inc. are equal  partners in a joint venture to publish Living
Books(R)  products.  Both  Broderbund  and Random House,  Inc. are  distributing
Living Books through their respective  distribution channels under an affiliated
label  arrangement.  The Company reports its 50% share in earnings and losses of
the Living  Books  joint  venture  under the equity  method of  accounting.  The
Company's share is based on the joint venture's



                                       9
<PAGE>

most recent  quarter-end  results,  which are reported on a calendar year basis.
The  Company's  share in the loss of the joint venture was $603,000 in the first
quarter of fiscal  1997 as  compared  with  earnings  of  $269,000  in the first
quarter  of fiscal  1996.  The  decline in  earnings  of the joint  venture  was
primarily due to the decline in net revenues of the joint  venture.  The Company
expects the  profitability of the Living Books joint venture to be more variable
than that of the  Company  because of the effect  that the timing of new product
releases has on Living Books' smaller revenue base.

Interest and dividend  income  increased to $1.5 million in the first quarter of
fiscal 1997 from $1.3 million in the first quarter of fiscal 1996.  The increase
was primarily due to higher  prevailing  interest  rates and increased  invested
cash and short-term investments balances.


PROVISION FOR INCOME TAXES.

The Company's  effective income tax rate decreased to 38.5% in the first quarter
of fiscal 1997 from 40.0% in the first quarter of fiscal 1996  principally  as a
result of higher tax exempt  interest  and dividend  income as a  percentage  of
income before income taxes.


NET INCOME.

Net income  declined 44% to $8.9 million or $.42 per share in the first  quarter
of fiscal  1997 from  $15.9  million  or $.73 per share in the first  quarter of
fiscal 1996.


LIQUIDITY AND CAPITAL RESOURCES.

To date, the Company's  primary source of liquidity has been cash generated from
operations.  The Company's  working  capital  increased $12.5 million during the
first quarter of fiscal 1997 to $155.0 million from $142.5 million at August 31,
1996. Cash and short-term  investments  decreased $1.8 million to $149.1 million
at November  30, 1996 from $150.9  million at the end of the prior  fiscal year.
Accounts receivable,  net of reserves,  increased $27.7 million to $33.7 million
at the end of the first quarter from $6.0 million at August 31, 1996.  Each year
the Company experiences a seasonal  fluctuation due to higher revenues generated
by the holiday  selling season,  which  increases the Company's  receivables and
working capital in the first half of the fiscal year, and  temporarily  requires
some of the Company's available cash balances to fund operating  activities.  In
the second half of the fiscal year, the Company expects to collect a substantial
amount of the  receivables  generated  during the first half of the fiscal year,
thereby increasing cash and decreasing outstanding receivables.

In addition to cash and  short-term  investments,  the Company has $5.0  million
available  under an  unsecured  line of  credit  agreement  with no  outstanding
borrowings.  Borrowings  under the line of credit  bear  interest  at the bank's
prime rate.  The line of credit is subject to renewal by the bank on January 31,
1997.

The Company uses its working capital to finance  ongoing  operations and to fund
the expansion and  development  of its product lines.  In addition,  the Company
evaluates  from  time  to  time  acquisitions  of  products  or  companies  that
complement the Company's business.

Management  believes the existing cash and short-term  investments  balances and
cash  generated  from  operations  will  be  sufficient  to meet  the  Company's
liquidity and capital needs for the coming year.


                                       10
<PAGE>

FACTORS AFFECTING FUTURE OPERATING RESULTS.

     Broderbund  operates in a rapidly  changing  environment that is subject to
many risks and  uncertainties.  Some of the  important  risks and  uncertainties
which may cause the  Company's  operating  results to differ  materially  and/or
adversely are discussed  below and in the Company's  Annual Report and Form 10-K
for the 1996 fiscal year, both of which are on file with the S.E.C.

Fluctuations in Performance and Operating Results.

     The  Company  has  experienced,  and  expects to  continue  to  experience,
significant  fluctuations  in  operating  results  due to a variety of  factors,
including  but not  limited  to,  the rate of  growth of the  consumer  software
market, market acceptance of the Company's products or those of its competitors,
the timing of new product  introductions,  expenses  relating to the development
and promotion of new product  introductions,  changes in pricing policies by the
Company or its  competitors,  projected  and actual  changes  in  platforms  and
technologies,   timely  and   successful   adaptation   to  such   platforms  or
technologies,  the accuracy of forecasts of consumer  demand,  product  returns,
market  seasonality,  the  timing  of  orders  from  major  customers  and order
cancellations,  and changes or disruptions in the consumer software distribution
channels.

     Although the Company's  business has generally been highly  seasonal,  with
net revenues and operating income generally  highest in the first fiscal quarter
during the calendar year-end holiday selling season,  lower in the second fiscal
quarter,  and lowest in the  seasonally  slow third and fourth fiscal  quarters,
during  fiscal 1997,  the Company  anticipates  that its results may differ from
that seasonal  pattern with results more heavily  weighted to the second half of
the fiscal year when  several new  entertainment  products  are  scheduled to be
released. The Company also believes that the market conditions which resulted in
the year-over-year decline in revenues and profitability experienced in the last
two quarters of fiscal 1996 will continue for at least the next fiscal  quarter.
Without  growth  in net  revenues  in  the  next  two  quarters,  the  Company's
increasing operating expenses would cause net income to decline when compared to
the same period in the previous year.

     Any  significant  shortfall in net  revenues  and earnings  from the levels
expected by securities  analysts and stockholders  could result in a substantial
decline in the trading  price of the  Company's  common  stock.  There can be no
assurance  that the  Company's  stock  price will  remain at or near its current
level.  Moreover,  the Company's  stock is subject to the  volatility  generally
associated  with  technology  stocks and may also be affected by broader  market
trends or the results reported by other market participants. For example, during
the most recently  completed  fiscal year,  the price per share of the Company's
common stock ranged from $28.50 to $76.88 and in the first fiscal quarter of the
current fiscal year ranged from $22.38 to $30.63.

Industry and Competition.

Recent  data  indicates a slowdown  in growth of  end-user  demand for  consumer
software and hardware  during 1996,  including the 1996 holiday  selling season,
and there can be no  assurance  that such demand will not continue to slow or to
decline.  If such results  persist,  the Company's future growth in net revenues
could be  adversely  affected.  In  addition,  the  intense  competition  in the
consumer  software  business  continues to accelerate as an increasing number of
companies,  many of which have  financial,  managerial  and technical  resources
greater than those of the Company, offer products that compete directly with one
or more of the Company's products.  As a result, an increasingly large number of
products  are  competing  for limited  shelf  space.  In response to  increasing
product and price competition,  the Company has reduced the price of some of its
products, including its best-selling series, The Print Shop(R), as well as Myst,
which places negative pressures on net revenues and gross margins.  There can be
no  assurance  that product  prices will not continue to decline as  competition
increases,  and if such  conditions  persist,  the  Company's  net  revenues and
profitability could be materially and adversely affected.  Further, there can be
no assurance  that sales of the  Company's  existing  products  will continue to
sustain  market  acceptance  and to  generate  significant  levels of revenue in
subsequent


                                       11
<PAGE>

quarters or that a shortfall in revenue from any product  could be replaced in a
timely manner. In addition,  sales of products on older platforms and in certain
product lines have  declined,  and there can be no assurance that sales of these
products  will not  decline  further or  experience  lower than  expected  sales
levels.  Retailers of the Company's  products typically have a limited amount of
shelf space and  promotional  resources for which there is intense  competition.
For example, there are 16 products available from Living Books and it has become
increasing  difficult to maintain  shelf space in the retail  channel for all of
these  products.  There can be no  assurance  that  retailers  will  continue to
purchase all of these products or provide these products with adequate levels of
shelf  space and  promotional  support.  Because a  significant  portion  of the
Company's  expense  levels  are fixed and  based on its  expectations  regarding
future  revenues,   operating  results  would  be  disproportionately  adversely
affected  by a  decrease  in  sales  or  failure  to meet  the  Company's  sales
expectations.   In  addition,   competition  for  creative   talent,   including
independent developers,  has also intensified,  and the attraction and retention
of key personnel has become increasingly difficult.

Products and Platforms.

     The  Company's  future  success will depend in large part on its ability to
develop  and release new  products on a timely  basis and to achieve  widespread
market acceptance for such products. There can be no assurance that expected new
product  introductions  will not experience  material delays,  that new products
introduced  by the  company  will  achieve  any  significant  degree  of  market
acceptance, or that such acceptance will be sustained for any length of time. In
addition,   because  the  Company  expects  that  the  cost  of  developing  and
introducing  new  products  will  continue  to  increase,  the  financial  risks
associated  with  new  product  development  will  increase  as will  the  risks
associated  with material delays in the  introduction of such new products.  The
substantial  year-over-year  decline in Myst revenues  during the second half of
fiscal 1996 and first fiscal quarter of 1997 was not fully  replaced,  and there
can be no  assurance  that the  shortfall  from the  continuing  decline in Myst
revenues  will be replaced in a timely manner or that  introduction  of the Myst
sequel  product,  Riven(TM),  will occur in fiscal 1997 or that it will  achieve
widespread market acceptance.  In addition, the Company believes that electronic
or internet products and services will become an increasingly important platform
and distribution  media. The Company's failure to timely and successfully  adapt
to and utilize such  technologies  could  materially  and  adversely  affect its
competitive position and its fiscal results.

Distribution.

     The distribution channels through which consumer software products are sold
have been characterized by intense competition and continuing  uncertainties and
there can be no assurance  that  distributors  and  retailers  will  continue to
purchase the Company's  products or provide the Company's products with adequate
levels of shelf space and promotional support. In addition, certain distributors
and  retailers  have  experienced  business  difficulties  and  there  can be no
assurance such  difficulties for these or additional  distributors and retailers
will not continue  which could have an adverse  effect on the operating  results
and financial  condition of the Company.  The Company also permits  distributors
and retailers to return  products under certain  circumstances,  and the Company
believes that the rate of product  returns will increase as  competition  in the
distribution  channel  increases  and as mass  merchants,  office and  warehouse
stores become an  increasing  percentage  of the  Company's  sales.  The Company
establishes  allowances  based on  estimated  future  returns of  product  after
considering  various factors,  and  accordingly,  if the level of actual returns
exceed  management's  estimates,  it could have a material adverse impact on the
Company's  operating  results.   Further,  there  is  increasing  pressure  from
distributors  and  retailers  to  obtain  marketing  and  promotional  funds and
discounts in connection with access to shelf space,  in-store promotion and sale
of  products  which has an adverse  impact on the  Company's  net  revenues  and
profitability,  and there can be no  assurance  that  these  pressures  will not
continue or increase.



                                       12
<PAGE>

PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  None



                                       13
<PAGE>

                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                            BRODERBUND SOFTWARE, INC.
                                  (Registrant)



Dated:  January 14, 1997








                                            By:    /s/ Michael J. Shannahan
                                                   -----------------------------
                                                   Michael J. Shannahan
                                                   Vice President, Finance and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)






                                       14
<PAGE>


                                INDEX OF EXHIBITS


                                                                    Sequentially
Exhibit                                                               Numbered
Number                                                                  Page


None



<TABLE> <S> <C>


<ARTICLE>                     5

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              AUG-31-1997
<PERIOD-START>                                 SEP-01-1996
<PERIOD-END>                                   NOV-30-1996
<CASH>                                         149,103
<SECURITIES>                                   0
<RECEIVABLES>                                  66,502
<ALLOWANCES>                                   (32,776)
<INVENTORY>                                    3,327
<CURRENT-ASSETS>                               205,365
<PP&E>                                         17,018
<DEPRECIATION>                                 11,445
<TOTAL-ASSETS>                                 227,002
<CURRENT-LIABILITIES>                          50,374
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       31,966
<OTHER-SE>                                     143,522
<TOTAL-LIABILITY-AND-EQUITY>                   227,002
<SALES>                                        0
<TOTAL-REVENUES>                               61,491
<CGS>                                          22,177
<TOTAL-COSTS>                                  25,796
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                14,464
<INCOME-TAX>                                   5,569
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   8,895
<EPS-PRIMARY>                                  0.42
<EPS-DILUTED>                                  0.42
        


</TABLE>


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