SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 22, 1997
MARCAM CORPORATION
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-18674 04-2711580
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
95 WELLS AVENUE, NEWTON, MA 02159
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 965-0220
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Item 5. Other Events.
Attached as Exhibit 99.1 is a press release issued by Marcam Corporation on
July 22, 1997.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Marcam Corporation regarding earnings for the
fiscal quarter ended June 30, 1997.
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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 hereunto duly authorized.
MARCAM CORPORATION
Date: July 22, 1997 By:/s/ George A. Chamberlain, 3d
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George A. Chamberlain, 3d
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Marcam Corporation regarding earnings for
the fiscal quarter ended June 30, 1997.
MARCAM CORPORATION REPORTS THIRD QUARTER RESULTS
NEWTON, Mass., July 22, 1997 -- Marcam Corporation (NASDAQ:MCAM) today
reported revenues of $44.0 million for its third fiscal quarter ended June 30,
1997, compared to $51.2 million for the quarter ended June 30, 1996. On a
comparable basis, excluding revenue from Foresight Software, which was divested
effective June 30, 1996, revenue for the quarter ending June 30, 1996, was $48.0
million.
The company recorded a net loss for the quarter of $27.0 million, or $2.35
per share, compared with a net loss of $10.6 million, or $0.93 per share, in the
quarter ended June 30, 1996. This loss includes restructuring and other special
charges of $18.5 million, which was less than the previously announced $22.0
million principally because of the cost of restructuring operations is expected
to be less than anticipated. Of the $18.5 million charge, $4.2 million related
principally to reduction of headcount and related facility charges, $11.1
million related to the write-off of previously capitalized software, and $3.2
million related to costs associated with the spin-off of Marcam Solutions, Inc.
The company ended the quarter with $9.8 million in cash and cash equivalents.
For the quarter ended June 30, 1997, the MAPICS portion of the business had
revenues of $22.0 million, with pro-forma net income of $3.0 million. MAPICS
continued to show positive growth in the third quarter with an increase in
license revenue of 24% and an increase in total revenue of 21% compared to the
third quarter last year.
For the quarter ended June 30, 1997, the PRISM, Protean and Avantis
portions of the business had revenue of $22.0 million with pro-forma net losses
of $31.7 million (including the restructuring and other charges). "This past
quarter has been challenging due to the restructuring of our company and
streamlining the operations of the portion of the company's business relating to
the PRISM, Protean and Avantis product lines, which will be conducted by Marcam
Solutions, Inc. after the spin-off. There were encouraging signs, however," said
President and CEO Michael Quinlan. "The growing interest in Protean is
reassuring. In the last quarter we closed eight new Protean ERP accounts. We
continue to believe that increased revenues from the PRISM, Protean and Avantis
product lines, together with the cost reduction expected to result from the
recent restructuring, are necessary for Marcam Solutions to achieve
profitability and positive cash flow. We believe the increased level of activity
provides the company with opportunities to achieve increased revenue."
As previously announced, the stockholders approved the spin-off to the
company's stockholders in a tax-free distribution of all of the outstanding
shares of common stock of Marcam Solutions, Inc. In connection with the
spin-off, the Company will transfer to Marcam Solutions, the business, assets
and liabilities relating to the Company's PRISM, Protean and Avantis product
lines and will contribute to Marcam Solutions an aggregate of $39 million in
cash. The Company (which will be renamed "MAPICS, Inc." in connection with the
spin-off) currently expects to finance the cash contribution with a portion the
net proceeds from a public offering of 6,000,000 shares of common stock, which
is currently expected to occur by the end of July, 1997.
The foregoing statements that are not historical facts may be
forward-looking statements. The forward-looking statements in this release are
made pursuant to the safe harbor provisions of the
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Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve a number of risks and uncertainties including, but not
limited to, fluctuations in quarterly results, particularly resulting from
lengthy sales cycles, the variable size of the Company's transactions with
customers and relatively fixed expenses in the short term; successful
development and enhancement of the Company's products; market acceptance of the
Company's products; availability of funds for the continued financing of the
Company's operations and development activities; and the highly competitive
nature of the Company's markets. Further information on potential factors that
could affect the Company's business, prospects, financial condition and results
of operations are included in filings made by the Company from time to time with
the Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1996 and the Company's Proxy
Statement/Prospectus dated June 16, 1997. Any forward-looking statements should
be considered in light of these factors. Actual results may vary materially.
Founded in 1980, Marcam Corporation is a leading supplier of enterprise
software applications and services for process and discrete manufacturing
companies worldwide. The company's Protean, PRISM, MAPICS XA, and Avantis
products have been installed in thousands of customer locations around the world
and operate on platforms including IBM's AS/400 Advanced Series and RISC
System/6000, Hewlett-Packard Company's HP 9000, Digital Equipment Corporation's
Alpha Server Systems and Intel-based personal computers. Represented in more
than 50 countries, Marcam has offices throughout North America, Europe, the
Middle East, Asia Pacific, and Latin America, complemented by a worldwide
affiliate organization. Marcam customers include such multinational companies as
Coca-Cola USA, Emerson Electric, Engelhard Corporation, Ralston Purina, Rohm and
Haas, Rhne Poulenc and Westinghouse. For more information, visit our home pages
on the World-Wide Web at URL http://www.marcam.com.
Note to Editors: Marcam, Protean and PRISM are registered trademarks of
Marcam Corporation. (U.S. Patent Pending). MAPICS is a registered trademark of
Mapics, Inc. and Marcam Corporation. AS/400 Advanced Series and RISC System/6000
are registered trademarks of IBM. HP-9000 is a trademark of Hewlett Packard
Company. Digital, the Digital logo and AlphaServer are trademarks of Digital
Equipment Corporation. Microsoft, BackOffice, the BackOffice logo, MSN, ActiveX,
Windows, Windows NT and the Windows logo are either registered trademarks or
trademarks of Microsoft Corporation. Other products and company names mentioned
may be trademarks and/or registered trademarks of their respective companies.
<PAGE>
MARCAM CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
June 30, September 30,
1997 1996
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,813 $ 21,817
Accounts receivable, net 45,825 50,602
Prepaid expenses and other current assets 10,800 6,132
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Total current assets 66,438 78,551
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Property and equipment, net 10,041 10,954
Computer software costs, net 19,125 31,292
MAPICS intangible costs, net 4,981 5,325
Other assets 2,445 6,080
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Total assets $ 103,030 $ 132,202
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 10,370 $ 13,496
Accrued expenses and other current liabilities 44,935 41,272
Deferred revenue 42,654 39,235
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Total current liabilities 97,959 94,003
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Long-term debt 25,438 25,764
Deferred income taxes 830 761
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Total liabilities 124,227 120,528
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Stockholders' equity:
Preferred stock 325 325
Common stock 115 114
Additional paid-in capital 77,577 76,602
Accumulated deficit (98,188) (62,795)
Unamortized deferred compensation -- (585)
Cumulative translation adjustment (1,026) (1,987)
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Total stockholders' equity (21,197) 11,674
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Total liabilities and stockholders' equity $ 103,030 $ 132,202
========= =========
</TABLE>
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MARCAM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Revenues:
License $ 17,698 $ 24,085 $ 55,782 $ 65,493
Services 26,344 27,099 77,811 83,121
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Total revenues 44,042 51,184 133,593 148,614
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Operating expenses:
Cost of license revenues 3,967 3,484 12,642 11,870
Costs of services revenues 14,695 17,142 43,813 53,680
Selling and marketing 18,828 21,337 55,586 62,110
Product development 9,637 7,339 25,317 20,966
General and administrative 3,197 2,361 7,513 7,782
Restructuring and other charges 18,535 8,300 18,535 8,300
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Total operating expenses 68,859 59,963 163,406 164,708
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Operating loss (24,817) (8,779) (29,813) (16,094)
Litigation settlement -- -- -- (3,250)
Interest and other income 79 260 695 1,195
Interest and other expense (1,238) (953) (3,273) (2,890)
---------- ---------- ---------- ----------
Loss before income tax expense (25,976) (9,472) (32,391) (21,039)
Income tax expense 1,001 1,110 3,002 3,151
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Net loss $ (26,977) $(10,582) $(35,393) $(24,190)
========== ========== ========== ==========
Net loss per share $ (2.35) $ (0.93) $ (3.09) $ (2.13)
========== ========== ========== ==========
Weighted average number of shares outstanding 11,498 11,429 11,472 11,382
</TABLE>
CONTACT: Marcam Corp.
Press Relations:
Kim Christie, 617-928-5895
or
Sharon Clark, 617-928-8758
or
Investor Relations:
George Chamberlain, 617-928-5732
