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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
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): January 28, 1998
__________________________
BORLAND INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
__________________________
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<S> <C> <C>
DELAWARE 33-80946 94-2895440
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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__________________________
100 BORLAND WAY, SCOTTS VALLEY, CALIFORNIA 95066-3249
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (408) 431-1000
__________________________
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 28,1998, Borland International Inc.("Borland" and "the
Company") reported financial results for its fiscal year 1998 third quarter
and nine months ended December 31, 1997. As announced earlier, beginning
January 1, 1998, Borland changed to a calendar fiscal year from a fiscal year
beginning April 1. As a result of this change, Borland's fiscal year 1998 was
a three-quarter fiscal year ending December 31, 1997.
For the quarter, the Company had net revenues of $43,015,000 compared with
net revenues of $36,756,000 for the third quarter of the previous fiscal year,
an increase of 17 percent. Net revenues for the nine months ended December 31,
1997 were $127,485,000 compared with net revenues of $114,208,000 for the nine
months ended December 31, 1996, an increase of 12 percent.
The Company recorded net income of $2,826,000 for the third quarter,
resulting in basic and diluted earnings per share of $0.07 and $0.06,
respectively. Borland reported a net loss of $29,371,000, or a net loss of
$0.81 per share, for the same quarter a year ago.
For the nine months ended December 31, 1997, the Company recorded net
income of $4,423,000, resulting in basic and diluted earnings per share of
$0.10. For the nine months ended December 31, 1996, Borland reported a net loss
of $65,490,000, or a net loss of $1.80 per share.
ITEM 7. EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Financial information.
Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued January 28, 1998.
The exhibit hereto is incorporated by reference
in its entirety into this Current Report on Form 8-K.
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.
BORLAND INTERNATIONAL, INC.
Date: January 28, 1998 By: /s/ Kathleen M. Fisher
----------------------------------
Kathleen M. Fisher
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued January 28, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Media Contact:
Steve Grady
Borland International, Inc.
(408) 431-1621
[email protected]
Financial Contact:
Denise Franklin
Borland International, Inc.
(408) 431-1525
[email protected]
BORLAND REPORTS THIRD QUARTER FISCAL 1998 AND YEAR-END RESULTS
DELIVERS THIRD CONSECUTIVE QUARTER OF PROFITABILITY: REVENUES UP 17 PERCENT
SCOTTS VALLEY, Calif. -- January 28, 1998 -- Borland International, Inc.
(NASDAQ: BORL) today announced results for its fiscal year 1998 third quarter
and nine months ended December 31, 1997.
For the quarter, the Company had net revenues of $43,015,000 compared with
net revenues of $36,756,000 for the third quarter of the previous fiscal year,
an increase of 17 percent. Net revenues for the nine months ended December 31,
1997 were $127,485,000 compared with net revenues of $114,208,000 for the nine
months ended December 31, 1996, an increase of 12 percent.
The Company recorded net income of $2,826,000 for the third quarter,
resulting in basic and diluted earnings per share of $0.07 and $0.06,
respectively. Borland reported a net loss of $29,371,000, or a net loss of
$0.81 per share, for the same quarter a year ago.
For the nine months ended December 31, 1997, the Company recorded net
income of $4,423,000, resulting in basic and diluted earnings per share of
$0.10. For the nine months ended December 31, 1996, Borland reported a net loss
of $65,490,000, or a net loss of $1.80 per share.
Borland's announcement of third quarter earnings coincides with the
announcement of its fiscal year-end results because of the change in its fiscal
year. As announced earlier, beginning January 1, 1998, Borland went to a
calendar fiscal year versus a fiscal year beginning April 1. Because of this
change, Borland's fiscal year 1998 was a three-quarter fiscal year.
(more)
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BORLAND REPORTS THIRD QUARTER FISCAL 1998 AND YEAR-END RESULTS
Page 2 of 4
During the third quarter of fiscal year 1998, revenues from client/server,
enterprise, and Internet products made up 56 percent of total net revenues
compared with 37 percent during the same period in fiscal year 1997. For the
first nine months of fiscal year 1998, these products made up 53 percent of
total net revenues compared with 36 percent during the same three-quarter period
in fiscal year 1997.
The balance of cash, cash equivalents, and short-term investments as of
December 31, 1997 was $87,011,000, an increase of $3,539,000 over the balance at
September 30, 1997.
"We have completed our fiscal year 1998 with our third consecutive quarter
of profitability and fourth consecutive quarter of revenue growth," said Borland
chairman and CEO Del Yocam, who also completed his first year with the company
in December. "I am extremely proud of the progress Borland has made in
delivering innovative, new products, such as our highly successful JBuilder(TM)
family of industrial-strength Java(TM) development tools, and in acquiring new
technologies that will help us continue to grow in the enterprise space."
During the third quarter, Borland announced it had entered into an
agreement to acquire Visigenic Software, Inc. of San Mateo, Calif. Visigenic is
one of the leading providers of object-based middleware, a technology that
allows applications to share information. The acquisition, which is subject to
additional approval by the stockholders of both companies at special meetings to
be held on February 27, 1998, will allow Borland to offer its enterprise
customers additional technology needed to build Information Networks.
Through the acquisition, Borland also will be able to grow its direct sales
force and its professional services organization, both of which are key to
supporting enterprise-level customers.
"The acquisition of Visigenic will enhance Borland's opportunity to expand
into the enterprise space where we help the IT departments of large corporations
develop mission-critical business applications on time and on budget," said
Yocam.
(more)
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BORLAND REPORTS THIRD QUARTER FISCAL 1998 AND YEAR-END RESULTS
Page 3 of 4
NEW PRODUCTS
Borland released two enterprise products during the third quarter of fiscal
year 1998 -- JBuilder Client/Server Suite and Delphi(TM) Enterprise.
JBuilder Client/Server Suite is the latest addition to Borland's family of
visual development tools for creating platform-independent applications using
Sun Microsystem's Java programming language. The suite includes Borland's
DataGateway for Java, which provides any 100% Pure Java application access to
corporate databases, and integrates Visigenic Software's VisiBroker(TM) Object
Request Broker (ORB).
"Borland's JBuilder tools, which include JBuilder Standard and JBuilder
Professional, continue to receive industry accolades," Yocam noted. "Recently,
JBuilder was named one of the ten best new computer products of 1997 by CNET, a
leading electronic media Web site. Also, JBuilder finished second only to
Borland's Delphi as the best development environment in a ComputerWorld Survey
of IT executives. Corporations worldwide, such as Daiwa Securities Ltd.,
NationsBank Services Inc. and MicroAge, have successfully used our JBuilder
tools to help build corporate-wide Information Networks."
Delphi Enterprise combines rapid application development with Borland's
Entera(TM) and MIDAS(TM) intelligent middleware. This product helps simplify
development of distributed applications through seamless integration of Delphi
and Entera. These applications are scalable, meaning they can handle increasing
volumes of data and numbers of users, and are cross-platform.
Other products released in the third quarter included Visual dBASE(R) 7 for
Windows 95 & NT, a new edition of Borland's database development tool;
Delphi/400 Client/Server Suite for IBM AS/400 developers; and InterBase(R) 5.0,
a business-critical, embedded database produced by InterBase Software
Corporation, a wholly owned subsidiary of Borland.
(more)
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BORLAND REPORTS THIRD QUARTER FISCAL 1998 AND YEAR-END RESULTS
Page 4 of 4
ABOUT BORLAND
Borland is a leading provider of high-quality software products for
corporate application developers worldwide. Borland is distinguished for its
award-winning family of rapid application development tools and scalable
middleware technology for desktop, client/server, Internet/intranet, and
enterprise systems. The company's products are supported through comprehensive
corporate and independent developer programs, value added resellers, and systems
integrators. Founded in 1983, Borland is headquartered in Scotts Valley,
California. Additional information about Borland may be obtained from Borland's
Web site at http://www.borland.com.
Note: Forward-looking statements in this release, including, but not limited to,
those concerning the Visigenic acquisition, Borland's future financial
performance, product availability dates, and the potential features of or
benefits to be derived from the company's programs and products, involve a
number of uncertainties and risks, and actual events or results may differ
materially. Factors that could cause actual events or results to differ
materially include, among others, the following: the failure by either Borland
or Visigenic to receive the requisite stockholder approval of the acquisition of
Visigenic, possible disruptive effects of organizational or personnel changes
resulting from the acquisition of Visigenic or otherwise, changes in the sales
organization, shifts in customer demand, market acceptance of the company's new
or enhanced programs and products, delays in implementation of programs and
scheduled product availability dates, actions or announcements by competitors,
software errors, general business conditions and market growth rates in the
client/server and Internet software markets, and other factors described in
Borland's S.E.C. reports on forms 10-K, 10-Q, 8-K and Borland's and Visigenic's
joint proxy statement and prospectus filed on Form S-4 with the S.E.C.
NOTE TO EDITORS: Copies of previous Borland press releases and additional
corporate and product information are available on Borland's Web site at
http://www.borland.com, or by calling Borland's Public Relations Department at
(408) 431-4609.
Borland product names are trademarks or registered trademarks of Borland
International Inc.
Java and all Java-based trademarks are trademarks or registered trademarks of
Sun Microsystems, Inc. in the United States and other countries.
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BORLAND INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data, unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
--------------------------------------- ----------------------------------------
1997 1996 1997 1996
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Net revenues $ 43,015 $ 36,756 $ 127,485 $ 114,208
Cost of revenues 5,437 6,961 18,168 23,418
------------------- ---------------- ------------------- ----------------
Gross profit 37,578 29,795 109,317 90,790
------------------- ---------------- ------------------- ----------------
Selling, general and administrative 24,505 33,986 74,529 105,796
Research and development 10,235 14,038 30,716 41,897
Provision for restructuring charges -- 11,885 -- 12,968
------------------- ---------------- ------------------- ----------------
Total operating expenses 34,740 59,909 105,245 160,661
------------------- ---------------- ------------------- ----------------
Operating income (loss) 2,838 (30,114) 4,072 (69,871)
Interest income, net and other 358 1,010 1,122 4,558
------------------- ---------------- ------------------- ----------------
Income (loss) before income taxes 3,196 (29,104) 5,194 (65,313)
Income tax provision 370 267 771 177
------------------- ---------------- ------------------- ----------------
Net income (loss) $ 2,826 $ (29,371) $ 4,423 $ (65,490)
=================== ================ =================== ================
Net income (loss) per share:
Basic (1) $ 0.07 $ (0.81) $ 0.10 $ (1.80)
Diluted $ 0.06 $ (0.81) $ 0.10 $ (1.80)
Shares used in the calculation of
net income (loss) per share:
Basic 38,702 36,429 37,977 36,347
Diluted 45,135 36,429 39,765 36,347
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(1) The calculation of basic earnings per share for the three months and nine
months ended December 31, 1997 includes an accretion to the Mandatorily
Redeemable Convertible Preferred Stock of $184,000 and $567,000,
respectively.
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BORLAND INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)
December 31, 1997 March 31, 1997
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ASSETS
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Current assets $ 122,029 $ 79,029
Property and equipment, net 101,722 106,563
Other non-current assets 6,071 7,110
-------------------------- -------------------------
Total Assets $ 229,822 $ 192,702
========================== =========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 73,239 $ 80,318
Long-term debt and other 22,025 22,508
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Total Liabilities 95,264 102,826
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Mandatorily redeemable convertible preferred stock 27,358 ----
Stockholders' equity 107,200 89,876
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Total Liabilities and Stockholders' Equity $ 229,822 $ 192,702
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