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Previous: BOOTS & COOTS INTERNATIONAL WELL CONTROL INC, 10-Q, 1998-11-16 |
Next: ENTERPRISE SOFTWARE INC, 10QSB, 1998-11-16 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 1998
Commission file number: 0-18034
ENTERPRISE SOFTWARE, INC
------------------------
(Exact name of registrant as specified in charter)
Delaware 68-0158367
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
38705 Seven Mile Road, Suite 435, Livonia, MI 48152-1056
--------------------------------------------
(Address of principal executive office)
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code: (248) 380-6070
- --------------------------------------------------------------------------------
Not Applicable
(Former name and address)
<PAGE> 2
ENTERPRISE SOFTWARE, INC.
INDEX
ITEM 7. PRO FORMA FINANCIAL STATEMENTS:
Enterprise Software, Inc. - For the three months ended June 30, 1998
and for the fiscal year ended March 31, 1998:
<TABLE>
<CAPTION>
Page
No.
<S> <C>
Pro Forma Condensed Combined Financial Statements............... 1
Pro Forma Condensed Combined Balance Sheet as of
June 30, 1998................................................... 2
Pro Forma Condensed Combined Statement of Operations for
The three months ended June 30, 1998............................ 3
Pro Forma Condensed Combined Statement of Operations for
The year ended March 31, 1998................................... 4
Notes to Pro Forma Condensed Combined Financial Statements...... 5
</TABLE>
<PAGE> 3
ENTERPRISE SOFTWARE, INC.
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited Pro Forma Condensed Combined Balance Sheet as
of June 30, 1998 and unaudited Pro Forma Condensed Combined Statement of
Operations for the three months ended June 30, 1998 and for the year ended March
31, 1998, illustrate the effect of the acquisition of Revive Technologies, Inc.
as if the acquisition occurred as of the beginning of the year for the Pro Forma
Condensed Combined Balance Sheet and as of the earliest date presented for the
Pro Forma Condensed Combined Statement of Operations. No adjustment has been
included in the pro forma amounts for any anticipated cost savings or other
synergies. The acquisition of Revive will be accounted for as a purchase under
generally accepted accounting principles.
These Pro Forma Condensed Combined Financial Statements should be read
in conjunction with the historical financial statements of Enterprise Software,
Inc. and Revive Technologies, Inc. The historical financial statements of
Enterprise Software, Inc. and Revive Technologies, Inc. and related notes as of
March 31, 1998 and for each of the years in the two year period ended March 31,
1998 are contained in Enterprise's Current Report on Form 8-K dated September
15, 1998.
The Pro Forma Condensed Combined Financial Statements are presented for
comparative purposes only and are not intended to be indicative of actual
results had the transactions occurred as of the dates indicated above nor do
they purport to indicate results which may be attained in the future.
<PAGE> 4
ENTERPRISE SOFTWARE, INC.
PROFORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 1998
<TABLE>
<CAPTION>
ENTERPRISE REVIVE
SOFTWARE, INC. TECHNOLOGIES
HISTORICAL HISTORICAL COMBINED
---------- ---------- --------
<S> <C> <C> <C>
Current Assets 9,904,925 652,711 10,557,636
Property and equipment, net 3,092,166 275,204 3,367,370
Goodwill and other intangibles, net 19,042,056 19,042,056
Other assets 3,573,420 3,573,420
---------- -------- ----------
Total assets 35,612,567 927,915 36,540,482
========== ========= ==========
Current liabilities 12,920,517 637,781 13,558,298
Long-term debt 10,581,673 200,000 10,781,673
Other liabilities 179,680 179,680
Stockholders' equity:
Common stock 18,052 79,388 97,440
Additional paid in capital 41,312,280 3,655,307 44,967,587
Accumulated deficit (29,675,199) (3,453,657) (33,128,856)
Other 275,564 (190,904) 84,660
---------- --------- ----------
Total stockholders' equity 11,930,697 90,134 12,020,831
---------- --------- ----------
Total liabilities and stockholders'
equity 35,612,567 927,915 36,540,482
========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
ENTERPRISE
SOFTWARE, INC
PRO FORMA PROFORMA
ADJUSTMENTS COMBINED
----------- --------
<S> <C> <C> <C>
Current Assets (254,706) 9,11 10,302,930
Property and equipment, net 3,367,370
Goodwill and other intangibles, net 13,438,281 5 28,360,302
(4,120,035) 6,7
Other assets 3,573,420
---------- ----------
Total assets 9,063,540 45,604,022
========== ==========
Current liabilities 13,558,298
Long-term debt 6,191,566 2,8,10 16,973,239
Other liabilities 179,680
Stockholders' equity:
Common stock 894 3 18,946
(79,388) 4
Additional paid in capital 7,369,409 3,8 48,681,689
(3,655,307) 4
Accumulated deficit 3,453,657 4 (34,083,393)
(3,750,000) 6
(658,194) 7,9,10,11
Other 190,904 4 275,564
---------- ----------
Total stockholders' equity 9,063,540 21,084,371
---------- ----------
Total liabilities and stockholders'
equity 9,063,540 45,604,022
========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 5
ENTERPRISE SOFTWARE, INC.
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
ENTERPRISE REVIVE COMBINED
SOFTWARE, INC. TECHNOLOGIES YEAR ENDED
HISTORICAL HISTORICAL 03/31/98
---------- ---------- --------
<S> <C> <C> <C>
Revenue 7,502,286 697,421 8,199,707
Cost of sales 2,932,583 362,878 3,295,461
--------- --------- ---------
Gross profit 4,569,703 334,543 4,904,246
Operating expenses
Selling, general and administrative 2,660,174 886,674 3,546,848
Depreciation and Amortization 662,715 662,715
Restructuring, impairment and other nonrecurring costs - -
Other costs 636,741 636,741
--------- --------- ---------
3,959,630 886,674 4,846,304
Operating income/(loss) 610,073 (552,131) 57,942
Other income (expense)
Interest income (expense), net (396,907) (917) (397,824)
Other (247) (247)
--------- --------- ---------
(397,154) (917) (398,071)
Income/(loss) before income taxes 212,919 (553,048) (340,129)
Provision (benefit) for income taxes 14,320 14,320
--------- --------- ---------
Loss from continuing operations 198,599 (553,048) (354,449)
Preferred dividends - -
--------- --------- ---------
Net income (loss) allocable to common
shareholders 198,599 (553,048) (354,449)
========= ========= =========
Number of shares issued and outstanding
Basic 4,513,012 7,938,774
========= =========
Diluted 4,632,676 7,938,774
========= =========
Earnings per shares
Basic 0.04 (0.07)
Diluted 0.04 (0.07)
</TABLE>
<TABLE>
<CAPTION>
ENTERPRISE
SOFTWARE, INC.
PRO FORMA PROFORMA
ADJUSTMENTS COMBINED
----------- --------
<S> <C> <C> <C>
Revenue 8,199,707
Cost of sales 3,295,461
------- ---------
Gross profit - 4,904,246
Operating expenses
Selling, general and administrative 3,546,848
Depreciation and Amortization 389,664 7,11 1,052,379
Restructuring, impairment and other nonrecurring costs -
Other costs 636,741
------- ---------
389,664 5,235,968
Operating income/(loss) (389,664) (331,722)
Other income (expense)
Interest income (expense), net (268,530) 9,10 (666,354)
Other (247)
------- ---------
(268,530) (666,601)
Income/(loss) before income taxes (658,194) (998,323)
Provision (benefit) for income taxes 14,320
------- ---------
Loss from continuing operations (658,194) (1,012,643)
Preferred dividends -
------- ---------
Net income (loss) allocable to common
shareholders (658,194) (1,012,643)
======= =========
Number of shares issued and outstanding
Basic 5,406,512
=========
Diluted 5,526,176
=========
Earnings per shares
Basic (0.19)
Diluted (0.18)
</TABLE>
<PAGE> 6
ENTERPRISE SOFTWARE, INC.
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR YEAR ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
ENTERPRISE REVIVE COMBINED
SOFTWARE, INC. TECHNOLOGIES YEAR ENDED
HISTORICAL HISTORICAL 03/31/98
---------- ---------- --------
<S> <C> <C> <C>
Revenue 24,175,736 1,009,875 25,185,611
Cost of sales 8,710,473 756,291 9,466,764
---------- --------- ----------
Gross profit 15,465,263 253,584 15,718,847
Operating expenses
Selling, general and administrative 10,437,650 2,341,934 12,779,584
Depreciation and Amortization 2,154,941 2,154,941
Restructuring, impairment and other nonrecurring costs 5,907,321 5,907,321
Other costs 1,396,638 270,740 1,667,378
---------- --------- ----------
19,896,550 2,612,674 22,509,224
Operating loss (4,431,287) (2,359,090) (6,790,377)
Other income (expense)
Interest income (expense), net (506,781) 35,955 (470,826)
Other (1,192,473) (1,192,473)
---------- --------- ----------
(1,699,254) 35,955 (1,663,299)
Loss before income taxes (6,130,541) (2,323,135) (8,453,676)
Provision (benefit) for income taxes (819,892) (819,892)
---------- --------- ----------
Loss from continuing operations (5,310,649) (2,323,135) (7,633,784)
Preferred dividends 392,233 392,233
---------- --------- ----------
Net income (loss) allocable to common
shareholders (5,702,882) (2,323,135) (8,026,017)
========== ========= ==========
Number of shares issued and outstanding
Basic 17,598,839 7,938,774
========== =========
Diluted 17,772,619 7,938,774
========== =========
Earnings per shares
Basic (0.32) (0.29)
Diluted (0.32) (0.29)
</TABLE>
<TABLE>
<CAPTION>
ENTERPRISE
SOFTWARE, INC.
PRO FORMA PROFORMA
ADJUSTMENTS COMBINED
----------- --------
<S> <C> <C> <C>
Revenue 25,185,611
Cost of sales 9,466,764
--------- ----------
Gross profit - 15,718,847
Operating expenses -
Selling, general and administrative 12,779,584
Depreciation and Amortization 1,558,656 7,11 3,713,597
Restructuring, impairment and other nonrecurring costs 5,907,321
Other costs 1,667,378
--------- ----------
1,558,656 24,067,880
Operating loss (1,558,656) (8,349,033)
Other income (expense)
Interest income (expense), net (1,074,119) 9,10 (1,544,945)
Other (1,192,473)
--------- ----------
(1,074,119) (2,737,418)
Loss before income taxes (2,632,776) (11,086,452)
Provision (benefit) for income taxes (819,892)
--------- ----------
Loss from continuing operations (2,632,776) (10,266,560)
Preferred dividends 392,233
--------- ----------
Net income (loss) allocable to common
shareholders (2,632,776) (10,658,793)
========= ==========
Number of shares issued and outstanding
Basic 21,172,839
========= ==========
Diluted 21,346,619
========= ==========
Earnings per shares
Basic (0.50)
Diluted (0.50)
</TABLE>
<PAGE> 7
Enterprise Software, Inc.
Notes to Pro Forma Condensed Combined Financial Statements
1. The unaudited pro forma financial data do not give effect to any
restructuring costs, nor any potential cost savings or other synergies
that could result from the Enterprise/Revive Merger. Enterprise is in
the process of developing its plan to integrate the operations of
Revive which may include certain restructuring costs. As a result of
this plan, a charge could be recognized in the period in which the
restructuring occurs. Enterprise conducted an asset valuation study
of Revive's tangible and identifiable intangible assets, including
in-process research and development projects, for the purpose of
allocating the purchase price to the net assets acquired. The study
indicated a one-time charge for purchased in-process research and
development projects of Revive of $3.7 million. The pro forma data is
not necessarily indicative of the operating results or financial
position that would have occurred had the Revive/Enterprise Merger been
consummated at the dates indicated, nor necessarily indicative of
future operating results or financial position. This discussion of
possible future charges or allocations constitute "forward looking
statements" within the meaning of the PSLRA and is subject to risks and
uncertainties. Important factors that could cause actual results to
differ materially from such statements include, without limitation, the
preliminary nature of such estimates and the need to complete asset
valuation studies.
2. This adjustment represents the additional borrowings of $6.8 million
for the purpose of financing the cash payment to the holders of the
Revive common stock.
3. This adjustment represents the issuance of 893,500 shares of common
stock valued at the closing stock price on the day preceding the
acquisition.
4. This adjustment represents the elimination of Revive's stockholders'
equity accounts.
5. This adjustment represents the elimination of the investment in Revive.
6. This adjustment expenses the portion of the excess consideration
allocated to certain in-process research and development projects. This
amount is a preliminary allocation. The final allocation is dependent
upon certain valuations and studies that have not been finalized.
7. This entry reflects the adjustment to amortization for the effect of
the excess of consideration over net assets acquired in the merger. As
discussed in Note 6 above, this amount might change based on the final
allocation of the in-process research and development projects. For
purposes of the Pro Forma Condensed Combined Financial Statements, the
excess consideration has amortized over an estimated life of 7 years.
8. This entry reclassifies a portion of the debt from Allied Capital Corp
to equity to reflect the issuance of warrants to purchase the Company's
common stock. The warrants will provided the institutional investor
stock ownership in the Company of 1.65%. The warrants will expire ten
years from the date of the final payment on the Debentures.
9. This adjustment represents the recognition of interest expense on the
additional borrowings of the Company to finance the cash payment to the
holders of the Revive common stock.
<PAGE> 8
Enterprise Software, Inc.
Notes to the Pro Forma Condensed Combine Financial Statements
10. This adjustment amortizes the warrants over the life of the debentures.
11. This adjustment amortizes the deferred financing fees associated with
the debt incurred for the acquisition.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENTERPRISE SOFTWARE, INC.
Date: November 13, 1998 By: /s/ D. W. Martin
----------------------
David W. Martin
Chief Financial Officer
(Principal Financial and
Chief Accounting Officer)
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