<PAGE> 1
FINAL
================================================================================
UNITED STATES
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 DECEMBER 31, 1996
[ ] 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 0-21484
THE SANTA CRUZ OPERATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN THIS CHARTER)
CALIFORNIA 94-2549086
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 ENCINAL STREET, SANTA CRUZ, CALIFORNIA 95060
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (408) 425-7222
Indicate by check mark whether the registrant (1) has filed all reports 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
--- ---
The number of shares outstanding of the registrant's common stock as of
December 31, 1996 was 36,600,509.
================================================================================
<PAGE> 2
THE SANTA CRUZ OPERATION, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
----
A) CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995..............................1
B) CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND SEPTEMBER 30, 1996.....................................2
C) CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995..............................3
D) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ........................................4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS..................................................................5
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS...............................................................................9
SIGNATURES..............................................................................................10
</TABLE>
<PAGE> 3
Part I. Financial Information
Item I. Financial Statements
THE SANTA CRUZ OPERATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except earnings per share)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED
DECEMBER 31,
1996 1995
----------------------------------------------------------------------------------------------------
<S> <C> <C>
NET REVENUES:
Licenses $51,846 $ 43,175
Services 4,762 4,739
----------------------------------------------------------------------------------------------------
NET REVENUES 56,608 47,914
----------------------------------------------------------------------------------------------------
COST OF REVENUES:
Licenses 8,612 7,707
Services 4,351 4,571
----------------------------------------------------------------------------------------------------
Total cost of revenues 12,963 12,278
----------------------------------------------------------------------------------------------------
GROSS MARGIN 43,645 35,636
----------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Research and development 11,966 7,945
Sales and marketing 20,776 19,722
General and administrative 5,935 4,930
Non-recurring charges 0 38,363
----------------------------------------------------------------------------------------------------
Total operating expenses 38,677 70,960
----------------------------------------------------------------------------------------------------
OPERATING EARNINGS (LOSS) 4,968 (35,324)
OTHER INCOME (EXPENSE):
Interest income, net 637 629
Other expense, net (317) (194)
----------------------------------------------------------------------------------------------------
Profit (loss) before income taxes 5,288 (34,889)
----------------------------------------------------------------------------------------------------
Income taxes (benefit) 1,322 (2,186)
----------------------------------------------------------------------------------------------------
NET PROFIT (LOSS) $ 3,966 $(32,703)
----------------------------------------------------------------------------------------------------
NET PROFIT (LOSS) PER SHARE $ 0.11 $ (0.99)
----------------------------------------------------------------------------------------------------
COMMON AND COMMON EQUIVALENT SHARES USED
IN COMPUTING NET PROFIT (LOSS) PER SHARE 37,683 32,968
----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
THE SANTA CRUZ OPERATION, INC.
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS DECEMBER 31, SEPTEMBER 30,
(In thousands, except for share data) 1996 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 22,496 $ 32,065
Short-term investments 22,198 22,766
Receivables, net 51,884 47,176
Deferred tax asset 6,152 6,152
Other current assets 8,158 9,670
--------------------------------------------------------------------------------------------------------
Total current assets 110,888 117,829
--------------------------------------------------------------------------------------------------------
Property and equipment, net 15,814 15,546
Purchased software and technology licenses 19,586 19,908
Other assets 17,313 13,524
--------------------------------------------------------------------------------------------------------
TOTAL ASSETS $163,601 $166,807
--------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Royalties payable $ 7,428 $ 10,644
Trade accounts payable 8,796 12,755
Income taxes payable 1,735 3,369
Accrued expenses and other current liabilities 24,991 22,288
Deferred revenues 6,317 6,838
--------------------------------------------------------------------------------------------------------
Total current liabilities 49,267 55,894
--------------------------------------------------------------------------------------------------------
Other long-term liabilities 12,173 9,332
--------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock, net, authorized 100,000,000 shares
Issued and outstanding 36,600,509 and 37,105,892 shares 120,953 125,172
Cumulative translation adjustment 536 (297)
Accumulated deficit (19,328) (23,294)
--------------------------------------------------------------------------------------------------------
Total shareholders' equity 102,161 101,581
--------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $163,601 $166,807
--------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 5
THE SANTA CRUZ OPERATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Three Months Ended
December 31,
1996 1995
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit (loss) $ 3,966 $(32,703)
Adjustments to reconcile net loss to net cash
used for operating activities -
Depreciation and amortization 5,428 2,758
Charge for purchased research and development -- 38,363
Changes in assets and liabilities -
Receivables (4,708) (2,759)
Deferred tax assets -- (3,055)
Other current assets 1,512 (344)
Royalties payable (3,216) (2,179)
Trade accounts payable (3,959) 701
Income taxes payable (1,634) (25)
Accrued expense and other current liabilities 2,471 (2,661)
Deferred revenue (521) (350)
Other accrued expense and other liabilities 2,272 141
--------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) operating activities 1,611 (2,113)
--------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,048) (1,312)
Purchases of software and technology licenses (2,162) (1,270)
Proceeds from short term investments 4,302 1,605
Purchases of short term investments (3,734) (4,319)
Changes in other assets (3,873) (221)
--------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (7,515) (5,517)
--------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations, term loan and bank line of credit (279) (278)
Net proceeds from sale of common stock 1,480 1,150
Payments on stock repurchases (5,699) (1,041)
Payments on notes receivable from sale of common stock -- (2)
--------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities (4,498) (171)
--------------------------------------------------------------------------------------------------------------------
Effects of exchange rate changes on cash and cash equivalents 833 (301)
--------------------------------------------------------------------------------------------------------------------
Change in cash and cash equivalents (9,569) (8,102)
Cash and cash equivalents at beginning of period 32,065 32,074
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 22,496 $ 23,972
--------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income tax payments $ 3,351 $ 874
Interest payments $ 57 $ 33
--------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 6
THE SANTA CRUZ OPERATION,INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying statements of operations,
balance sheets and statements of cash flows include all material
adjustments (consisting of only normal recurring adjustments) necessary for
their fair presentation. The interim results presented are not necessarily
indicative of results to be expected for a full year. Certain
reclassifications have been made for consistent presentation.
2. ACQUISITION
In December 1995, the Company acquired certain assets related to the
UnixWare business including the core intellectual property from Novell. The
consideration consisted of 6,127,500 shares of newly issued non-registered
common stock. Additionally, cash payments to Novell with a present value of
$84 million will be paid periodically by SCO to Novell provided certain
unit volumes of UNIX distribution is achieved. Such payments terminate at
the end of calendar year 2002. The acquisition has been accounted for using
the purchase method of accounting and, therefore, the accompanying
financial statements include the UnixWare business since the date of the
acquisition. The Company incurred non-recurring charges including $36.0
million of purchased research and development for UnixWare product which
have not yet reached technological feasibility and other charges including
severance and acquisition related costs.
3. NET PROFIT (LOSS) PER SHARE
Net profit (loss) per share is computed based on weighted average number of
common shares outstanding.
4
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
In addition to historical information contained herein, this Discussion and
Analysis may contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof. The Company undertakes
no obligation to publicly release the results of any revision to these
forward-looking statements, which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
NET REVENUES
Net revenues for the three months ended December 31, 1996 were $56.6 million as
compared to $47.9 million for the same period in fiscal 1996. Net revenues
derived from UnixWare packaged product shipments and SVRX source license revenue
relating to the acquisition of the UNIX business from Novell, Inc. (Novell) are
included in the three month period ending December 31, 1995. No one customer
accounted for more than 10% of total net revenues in the first quarter ended
December 31, 1996 and 1995.
License revenues increased to $51.8 million for the three months ended December
31, 1996 from $43.2 million for the same period during fiscal 1996, representing
a 20% increase. The license revenue increase in the first quarter of fiscal 1997
as compared to fiscal 1996 was primarily due to increased unit volume of
UnixWare packaged product shipments, SVRX source licenses, and layered product
offerings including the Company's SCO Internet Family product offering which
began shipping in June 1996. These increases were partially offset by unit
volume decreases of the Company's core UNIX, OpenServer 5, and Client
Integration product offerings.
Service revenues, consisting of support, consulting, engineering services,
custom development and training increased to $4.8 million or 8% of net revenues
for the first quarter of fiscal 1997 from $4.7 million, or 10% of net revenues
for the same period of fiscal 1996.
International revenues continue to represent a significant portion of total net
revenues. In the first quarter of fiscal 1997, international revenues accounted
for approximately 53% compared to approximately 56% of total net revenues
recorded for the same period in fiscal 1996.
COSTS AND EXPENSES
Cost of revenues as a percentage of net revenues decreased to 23% for the first
quarter of fiscal 1997 compared to 26% in the first quarter of fiscal 1996. The
overall improvement in cost of revenues resulted primarily from a decrease in
product costs. These product cost improvements were partially offset by
increased technology costs due to increased shipments of layered product
offerings and obsolescence of product associated with product transitions.
Research and development expenses increased by 51% to $12.0 million in the first
quarter of fiscal 1997 from $7.9 million in the comparable quarter of fiscal
1996, or 21% and 17% of net revenues, respectively. The absolute spending
increase in the first fiscal quarter of 1997 compared to the same quarter of
fiscal 1996 was primarily attributable to increased personnel related costs
associated with the ongoing development of product offerings associated with
acquiring the UNIX business from Novell. In addition, increased personnel
related costs and spending associated with the development and release of
layered product offerings (including SCO Doctor, SCO ARCserve/Open for Cheyenne
and SCO Internet Family) have also contributed to the increased research and
development expenses.
5
<PAGE> 8
Sales and marketing expenses increased by 5% to $20.8 million in the first
quarter of fiscal 1997 from $19.7 million for the comparable quarter of the
prior year. Sales and marketing expenses represented 37% of net revenues in the
first quarter of fiscal 1997 and 41% in 1996.
General and administrative expenses increased by 20% to $5.9 million for the
first quarter of fiscal 1997 from $4.9 million for the same period of the prior
year. General and administrative expenses represented 10% of net revenues for
both the first quarter of fiscal 1997 and 1996. The increase in general and
administrative expenses was primarily attributable to increased amortization and
personnel expense associated with the Company's acquisition of the UNIX business
from Novell.
Non-recurring charges of $38.4 million were incurred in the first quarter of
fiscal 1996 for costs associated with the Company's acquisition of the UNIX
business from Novell. Of the non-recurring charges, $36.0 million related to
purchased research and development for products that had not yet reached
technological feasibility. The remaining $2.4 million primarily related to
payroll and severance related charges associated with the acquisition.
Other income consists of net interest income, foreign exchange gain and loss as
well as other miscellaneous income and expense items. For the first quarter of
fiscal 1997, other income was $.3 million compared to $.4 million for the same
quarter of fiscal 1996. The decrease in other income in the first three months
of fiscal 1997 was due primarily to foreign exchange translation loss of
non-sterling denominated assets in the Company's UK subsidiary.
The provision for income taxes was $1.3 million for the first quarter of fiscal
1997 compared to a credit of $2.2 million for the same period of the prior
fiscal year. The tax provision for the first quarter of the current fiscal year
resulted from taxes provided on operations at an effective tax rate of 25%. The
tax provision for the first quarter of the prior fiscal year reflects taxes
provided on operations at an effective tax rate of 25% offset by a one-time tax
benefit of $3.1 million associated with non-recurring charges relating to the
UnixWare product acquisition. The effective tax rate for fiscal 1997 reflects
the realization of deferred tax assets for which a valuation allowance was
previously established.
Net profit for the first quarter of fiscal 1997 was $4.0 million compared to a
net loss of $32.7 million for 1996. Excluding non-recurring charges of $38.4
million ($35.3 million net of tax), net profit for the first three months of
fiscal 1996 would have been $2.6 million (excluding the after-tax impact of
non-recurring charges).
CERTAIN FACTORS BEARING ON FUTURE RESULTS
The Company's future operating results may be affected by various uncertain
trends and factors which are beyond the Company's control. These include adverse
changes in general economic conditions and rapid or unexpected changes in the
technologies affecting the Company's products. The process of developing new
high technology products is complex and uncertain and requires accurate
anticipation of customer needs and technological trends. The industry has become
increasingly competitive and, accordingly, the Company's results may also be
adversely affected by the actions of existing or future competitors, including
the development of new technologies, the introduction of new products, and the
reduction of prices by such competitors to gain or retain market share. The
Company's results of operations could be adversely affected if it were required
to lower its prices significantly.
6
<PAGE> 9
The Company participates in a highly dynamic industry and future results could
be subject to significant volatility, particularly on a quarterly basis. The
Company's revenues and operating results may be unpredictable due to the
Company's shipment patterns. The Company periodically may adjust the level of
inventory held in its distribution channels which may cause quarter-to-quarter
fluctuations. The Company operates with little backlog of orders because its
products are generally shipped as orders are received. In general, a substantial
portion of the Company's revenues has been booked and shipped in the third month
of the quarter, with a concentration of these revenues in the latter half of
that third month. In addition, the timing of closing of large license contracts
and the release of new products and product upgrades increase the risk of
quarter to quarter fluctuations and the uncertainty of quarterly operating
results. The Company's staffing and operating expense levels are based on an
operating plan and are relatively fixed throughout the quarter. As a result, if
revenues are not realized in the quarter as expected, the Company's expected
operating results could be adversely affected, and such effect could be
substantial and could result in an operating loss.
During 1996, the Company entered the Internet market, which has only recently
begun to develop. The Internet market is rapidly evolving and is characterized
by an increasing number of market entrants. As is typical in the case of a new
and evolving industry, demand and market acceptance for recently introduced
products and services are subject to a high level of uncertainty. Moreover,
critical issues concerning the commercial use of the Internet (including
security, reliability, cost, ease of use and access, and quality of service)
remain unresolved and may impact the growth of Internet use.
The Company experiences seasonality of revenues for both European and the U.S.
federal government markets. European revenues during the quarter ending June 30
are historically lower or relatively flat compared to the prior quarter. This
reflects a reduction of customer purchases in anticipation of reduced selling
activity during the summer months. Sales to the U.S. federal government
generally increase more than normal during the quarter ending September 30. This
seasonal increase is primarily attributable to increased purchasing activity by
the U.S. federal government prior to the close of its fiscal budget year.
Additionally, net revenues for the first quarter of the fiscal year are
typically lower or relatively flat than net revenues of the prior quarter.
The overall cost of revenues may be affected by changes in the mix of net
revenue contribution between licenses and services, product families,
geographical regions and channels of distribution, as the costs associated with
these revenues may have substantially different characteristics. The Company may
also experience a change in margin as net revenues increase or decrease since
technology costs, service costs and production costs are fixed within certain
volume ranges.
The Company's results of operations could be adversely affected if it were to
lower its prices significantly. In the event the Company reduced its prices, the
Company's standard terms for selected distributors provide credit for inventory
ordered in the previous 60 days, such credits to be applied against future
purchases. Distributors may not return products for a refund.
As the Company continues to utilize its tax carryforwards and as new tax
legislation is enacted, the Company's effective tax rate is subject to change.
The Company continually evaluates potential candidates for acquisition. Such
candidates are selected based on products or markets which are complementary to
those of the Company's. The Company's operations and financial results could be
significantly affected by such an acquisition.
A substantial portion of the Company's revenues are derived from outside the
United States. Trade sales to international customers represented 53% and 56% of
total revenues for the first quarter of fiscal 1997 and 1996, respectively. A
substantial portion of these international revenues are denominated in the U.K.
pound sterling and operating results can vary with changes in the U.S. dollar
exchange rate for such currency. The Company's revenues can also be affected by
general economic conditions in the United States, Europe and other international
markets. The Company's operating strategy and pricing take into account changes
in exchange rates over time. However, the Company's results of operations may be
significantly affected in the short term by fluctuations in foreign currency
exchange rates.
7
<PAGE> 10
The Company's policy is to amortize purchased software and technology licenses
using the straight-line method over the remaining estimated economic life of the
product including the period being reported on. Due to competitive pressures, it
is reasonably possible that those estimates of anticipated future gross
revenues, the remaining estimated economic life of the product, or both will be
reduced significantly in the near future. As a result, the carrying amount of
the Company's purchased software and technology licenses may be reduced
materially in the near future and, therefore, could create an adverse impact on
the Company's future reported earnings.
The Company recently has experienced growth in the scope of its operations due
to the acquisition of UNIX technology resulting in increased responsibilities
for its management. The Company continually evaluates potential candidates for
acquisitions in the future. Such candidates are selected based on products or
markets which are complementary to those of the Company's. Acquisitions involve
a number of special risks, including the successful combination of the companies
in an efficient and timely manner, the coordination of research and development
and sales efforts, the retention of key personnel, the integration of the
acquired products, the diversion of management's attention to assimilation of
the operations and personnel of the acquired companies, and the difficulty of
presenting a unified corporate image. The Company's operations and financial
results could be significantly affected by such an acquisition.
The Company's continued success depends to a significant extent on senior
management and other key employees. None of these individuals is subject to a
long-term employment contract or a non-competition agreement. Competition for
qualified people in the software industry is intense. The loss of one or more
key employees or the Company's inability to attract and retain other key
employees could have a material adverse effect on the Company.
The stock market in general, and the market for shares of technology companies
in particular, have experienced extreme price fluctuations, which have often
been unrelated to the operating performance of the affected companies. In
addition, factors such as new product introductions by the Company or its
competitors may have a significant impact on the market price of the Company's
Common Stock. Furthermore, quarter-to-quarter fluctuations in the Company's
results of operations caused by changes in customer demand may have a
significant impact on the market price of the Company's stock. These conditions,
as well as factors which generally affect the market for stocks of high
technology companies, could cause the price of the Company's stock to fluctuate
substantially over short periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and short-term investments totaled $44.7 million at December
31, 1996, representing 27% of total assets. The three month decrease in cash and
short-term investments of $10.0 million was primarily attributable to $5.7
million to repurchase 885,000 shares of the Company's common stock and a $3.0
million payment to Novell as well as a $2.0 million investment in convertible
debentures of one of its domestic distribution channel partners in the first
quarter of 1997. At December 31, 1996, the Company had available lines of credit
of approximately $15.0 million under which the Company had no outstanding
borrowings. The Company believes that its existing cash and short-term
investments, funds generated from operations and available borrowing
capabilities will be sufficient to meet its operating requirements through at
least calendar 1997.
8
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits
11. Computation of Earnings (Loss) Per Share.
27. Financial Data Schedule.
ITEMS 1, 2, 3, 4 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
9
<PAGE> 12
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 thereunto duly authorized.
The Santa Cruz Operation, Inc.
Date: February 12, 1997 By: /s/ Alok Mohan
-------------------------------
Alok Mohan
President
and Chief Executive Officer
10
<PAGE> 13
EXHIBIT INDEX
11. Computation of Earnings (Loss) Per Share.
27. Financial Data Schedule.
<PAGE> 1
THE SANTA CRUZ OPERATION, INC. EXHIBIT 11
COMPUTATION OF NET PROFIT (LOSS) PER SHARE
(In thousands, except earnings (loss) per share)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1996 1995
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Weighted average number of common shares outstanding 36,909 32,968
Common equivalent shares from outstanding stock options (1) 774 --
- ------------------------------------------------------------------------------------------------------------------------------
Average common and common equivalent shares outstanding 37,683 32,968
- ------------------------------------------------------------------------------------------------------------------------------
Net profit (loss) $ 3,966 $(32,703)
- ------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share (2) $ 0.11 $ (0.99)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Common equivalent shares from outstanding stock options are not
included in three months ended 1995 calculations as they are
antidilutive.
(2) Fully diluted earnings per share have not been presented because the
effects are not material.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 22,496
<SECURITIES> 22,198
<RECEIVABLES> 61,997
<ALLOWANCES> (10,113)
<INVENTORY> 1,919
<CURRENT-ASSETS> 12,391
<PP&E> 51,376
<DEPRECIATION> (35,562)
<TOTAL-ASSETS> 163,601
<CURRENT-LIABILITIES> 49,267
<BONDS> 0
0
0
<COMMON> 120,953
<OTHER-SE> (18,972)
<TOTAL-LIABILITY-AND-EQUITY> 102,161
<SALES> 51,846
<TOTAL-REVENUES> 56,608
<CGS> 8,612
<TOTAL-COSTS> 12,963
<OTHER-EXPENSES> 38,677
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 56
<INCOME-PRETAX> 5,288
<INCOME-TAX> 1,322
<INCOME-CONTINUING> 3,966
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,966
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
