<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1998
Commission File Number 0-23373
LANDMARK SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
VIRGINIA 54-1221302
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8000 TOWERS CRESCENT DRIVE, VIENNA, VA 22182
(Address of principal executive offices) (Zip Code)
</TABLE>
703-902-8000
(Registrant's telephone number, including area code)
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
-------- ---------
Number of shares outstanding of the issuer's classes of common stock as of
May 7, 1998:
<TABLE>
<S> <C>
Class Number of Shares Outstanding
-------------------------------------- ----------------------------
Common Stock, par value $.01 per share 11,402,538
</TABLE>
1
<PAGE> 2
LANDMARK SYSTEMS CORPORATION
QUARTER ENDED MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1998 (unaudited) and December 31, 1997 . . . . . . . 3
Consolidated Statements of Operations for the three months ended March 31, 1998
(unaudited) and March 31, 1997 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the three months ended March 31, 1998
(unaudited) and March 31, 1997 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 6-8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 2. Changes in Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . 11
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11-12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
2
<PAGE> 3
LANDMARK SYSTEMS CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $19,368,969 $17,242,681
Accounts receivable, net of allowance for
doubtful accounts of $624,000 and $621,000 7,706,489 10,354,747
Unbilled accounts receivable 4,340,806 4,657,659
Deferred income taxes, net 1,252,407 1,264,501
Income taxes receivable 419,703 2,080
Other current assets 763,392 240,564
----------- ----------
Total current assets 33,851,766 33,762,232
Unbilled accounts receivable 5,128,554 4,786,569
Fixed assets, net 3,466,498 3,249,241
Capitalized software costs, net 160,149 400,373
Deferred income taxes, net 1,047,903 946,517
Intangible assets, net 1,078,000 1,232,000
Other assets 102,281 131,332
---------- ----------
$44,835,151 $44,508,264
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,382,954 $ 709,653
Accrued expenses and other current liabilities 2,312,371 3,149,437
Deferred revenue 16,469,012 17,276,345
Income taxes payable 272,162 868,126
Debt due within one year 460,772 540,771
---------- ----------
Total current liabilities 20,897,271 22,544,332
Long-term debt - 50,725
Deferred revenue -- noncurrent 3,538,226 3,115,495
Other liabilities 397,777 419,528
---------- ----------
Total liabilities 24,833,274 26,130,080
---------- ----------
Commitments
Stockholders' equity
Common stock, $0.01 par value, 30,000,000 113,589 112,133
shares authorized, 11,358,901, and 11,213,331
issued and outstanding
Additional paid-in capital 24,194,787 23,413,955
Accumulated deficit (4,399,033) (5,240,647)
Foreign currency translation 92,534 92,743
---------- ----------
Total stockholders' equity 20,001,877 18,378,184
---------- ----------
$44,835,151 $44,508,264
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
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LANDMARK SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Revenues
License revenues $ 3,565,287 $3,513,144
Service revenues 6,977,635 6,482,374
---------- ---------
Total revenues 10,542,922 9,995,518
---------- ---------
Cost of revenues
Cost of license revenues 490,523 639,934
Cost of service revenues 916,526 782,100
---------- ---------
Total cost of revenues 1,407,049 1,422,034
---------- ---------
Gross profit 9,135,873 8,573,484
---------- ---------
Operating expenses
Sales and marketing 3,473,607 3,365,609
Product research and development 3,599,519 3,231,285
General and administrative 1,139,640 1,398,438
---------- ---------
Total operating expenses 8,212,766 7,995,332
---------- ---------
Operating income 923,107 578,153
Interest and other income 455,357 178,190
Interest expense (15,527) (160,314)
---------- ---------
Income before income taxes 1,362,937 596,029
Provision for income taxes 521,323 238,690
---------- ---------
Net income 841,614 357,339
Accretion and dividends on preferred stock - 48,028
---------- ---------
Net income available to common stockholders $ 841,614 $ 309,311
========== =========
Historical income per share
Basic $0.07 $0.04
Diluted $0.07 $0.04
Pro forma income per share
Basic $0.04
Diluted $0.04
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
LANDMARK SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities
Net income $ 841,614 $ 357,339
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 705,713 766,639
Provision for losses on accounts receivable 22,619 139,594
Stock compensation expense - 94,899
Decrease in accounts receivable 2,625,639 1,256,835
(Increase) decrease in deferred income taxes (89,292) 138,470
(Increase) decrease in income taxes receivable (150,345) 2,056
Increase in unbilled accounts receivable (25,132) (755,063)
Decrease in accounts payable and accrued
expenses (163,765) (649,698)
Decrease in income taxes payable (595,964) (9,453)
(Increase) decrease in deferred revenue (384,602) 86,310
Increase in other, net (515,528) (224,886)
---------- ----------
Net cash provided by operating activities 2,270,957 1,203,042
---------- ----------
Cash flows from investing activities
Capital expenditures (528,746) (448,205)
---------- ----------
Net cash used in investing activities (528,746) (448,205)
---------- ----------
Cash flows from financing activities
Principal payments on loans (130,724) (119,598)
Payments on line of credit - (1,000,000)
Issuance of common stock pursuant to exercise
of stock options 515,010 22,952
Issuance of common stock pursuant to 1991
Employee Stock Purchase Plan - 267,762
Repurchases of common stock - (13,032)
Issuance of Series B Preferred Stock - 1,960,000
Payment of Series A Preferred Stock dividends - (38,250)
---------- ----------
Net cash provided by financing activities 384,286 1,079,834
---------- ----------
Effect of exchange rate changes on cash (209) 1,848
---------- ----------
Net increase in cash and cash equivalents 2,126,288 1,836,519
Cash and cash equivalents, beginning of period 17,242,681 339,073
---------- ----------
Cash and cash equivalents, end of period $19,368,969 $ 2,175,592
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
LANDMARK SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 -- Basis of Presentation
The accompanying unaudited interim consolidated financial statements of
Landmark Systems Corporation and its subsidiaries (collectively, the "Company")
reflect all adjustments which, in the opinion of management, are necessary for
a fair presentation of the results of the interim periods presented in
conformity with generally accepted accounting principles for interim financial
information. Such adjustments are of a normal recurring nature. Intercompany
balances and transactions have been eliminated in consolidation.
The Company's interim financial statements should be read in conjunction
with the Company's audited consolidated financial statements and notes thereto
for the year ended December 31, 1997, as filed with the Securities and Exchange
Commission on Form 10-K.
Note 2 -- Software Revenue Recognition
Effective January 1, 1998, the Company adopted, on a prospective basis, the
provisions of Statement of Position ("SOP") 97-2, "Software Revenue
Recognition," which provides guidance on applying generally accepted accounting
principles in recognizing revenue on software transactions. In March 1998, the
American Institute of Certified Public Accountants ("AICPA") issued SOP 98-4,
"Deferral of the Effective Date of a Provision of SOP 97-2" which defers by one
year the implementation date for a provision of SOP 97-2. The adoption of SOP
97-2 did not have a material impact on the Company's consolidated financial
statements, subject to the provision deferred by SOP 98-4. The Company is
evaluating the impact, if any, of SOP 98-4 on its consolidated financial
statements.
Note 3 -- Earnings Per Share
The Company adopted Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings per Share," for its financial statements for the year
ended December 31, 1997. The following reconciliation of the numerators and
denominators is provided for historical basic and diluted net income per share
for the three months ended March 31, 1998 and 1997. Basic net income per share
is computed by dividing the net income available to common stockholders by the
weighted average number of common shares outstanding. Diluted net income per
share is computed by additionally reflecting the potential dilution that could
occur, using the treasury stock method, if warrants and options to acquire
common stock were exercised or resulted in the issuance of common stock which
participates in the earnings of the Company.
6
<PAGE> 7
LANDMARK SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
For the three months ended March 31, 1998
Historical basic EPS
Net income $841,614 11,274,648 $0.07
====
Effect of dilutive securities
Common stock options and warrants - 994,450
------- ----------
Historical diluted EPS $841,614 12,269,098 $0.07
======= ========== ====
For the three months ended March 31, 1997
Net income $357,339
Less: Series A Preferred Stock dividends (38,250)
Less: Series B Preferred Stock accretion (9,778)
-------
Historical basic EPS
Net income available to common
shareholders $309,311 7,417,480 $0.04
====
Effect of dilutive securities
Series A convertible Preferred Stock 38,250 1,435,936
Common stock options and warrants - 295,238
------- ---------
Historical diluted EPS $347,561 9,148,654 $0.04
======= ========= ====
</TABLE>
In light of the changes in the capital structure of the Company which took
effect at the time of the Company's initial public offering and in accordance
with Staff Accounting Bulletin No. 98, the Company calculated basic and diluted
net income per share on a pro forma basis for the three months ended March 31,
1997 assuming (i) conversion of the Series A Preferred Stock into 833,785
shares of the Company's common stock, (ii) conversion of the Series B Preferred
Stock into 592,793 shares of the Company's common stock, and (iii) lapse of the
rights to require repurchase by holders of certain redeemable common stock
instruments, all as of the beginning of the period. Pro forma disclosure is not
required for the three months ended March 31, 1998. The following
reconciliation of the numerator and denominator is provided for pro forma basic
and diluted net income for the three months ended March 31, 1997.
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
For the three months ended March 31, 1997
Net income $357,339 7,366,083
Assumed conversion of Series A Preferred Stock
at the beginning of the period - 833,785
Assumed conversion of Series B Preferred Stock
at the beginning of the period - 592,793
Assumed conversion of redeemable common stock
instruments at the beginning of the period - 273,890
------- ---------
Pro forma basic EPS $357,339 9,066,551 $0.04
====
Effect of dilutive securities
Common stock options and warrants - 292,219
------- ---------
Pro forma diluted EPS $357,339 9,358,770 $0.04
======= ========= ====
</TABLE>
7
<PAGE> 8
LANDMARK SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 -- Comprehensive Income
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." This Statement requires that all items recognized under
accounting standards as components of comprehensive earnings be reported in an
annual financial statement that is displayed with the same prominence as other
annual financial statements. This Statement also requires that an entity
classify items of other comprehensive earnings by their nature in an annual
financial statement. Annual financial statements for prior periods will be
reclassified, as required. Total comprehensive income for the three months
ended March 31, 1998 and 1997 was $841,482 and $358,510, respectively.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table sets forth the Company's Consolidated Statements of
Operations expressed as percentages of total revenues for the periods
indicated:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Revenues
License revenues 33.8% 35.1%
Service revenues 66.2 64.9
------ ------
Total revenues 100.0 100.0
------ ------
Cost of revenues
Cost of license revenues 4.6 6.4
Cost of service revenues 8.7 7.8
------ ------
Total cost of revenues 13.3 14.2
------ ------
Gross profit 86.7 85.8
------ ------
Operating expenses
Sales and marketing 33.0 33.7
Product research and development 34.1 32.3
General and administrative 10.8 14.0
------ ------
Total operating expenses 77.9 80.0
------ ------
Operating income 8.8 5.8
Net interest and other income 4.1 0.2
------ ------
Income before income taxes 12.9 6.0
Provision for income taxes 4.9 2.4
------ ------
Net income 8.0% 3.6%
====== ======
</TABLE>
Total revenues. Total revenues increased 5.5% from $10.0 million for the
three months ended March 31, 1997, to $10.5 million for the three months ended
March 31, 1998.
License revenues. License revenues increased 1.5% from $3.5 million for the
three months ended March 31, 1997, to $3.6 million for the three months ended
March 31, 1998. Increases in license revenues from North America were
partially offset by decreases in license revenues from international
territories, in particular in Japan and other Pacific Rim territories.
8
<PAGE> 9
Service revenues. Service revenues increased 7.6% from $6.5 million for the
three months ended March 31, 1997, to $7.0 million for the three months ended
March 31, 1998. Service revenues were favorably impacted by customer
maintenance renewals, the volume of prior year's license sales and the effects
of increases in the Company's maintenance prices.
Cost of license revenues. Cost of license revenues includes amortization of
capitalized software costs, product royalties, materials and packaging
expenses. Costs of license revenues were $640,000 and $490,000 for the three
months ended March 31, 1997 and 1998, respectively, representing 18.2% and
13.8% of license revenues in such periods. The reduction in costs from 1997 to
1998 is primarily the result of a decrease in amortization of capitalized
software costs.
Cost of service revenues. Cost of service revenues consists of personnel and
related costs for customer support, training and consulting services. Costs of
service revenues were $780,000 and $920,000 for the three months ended March
31, 1997 and 1998, respectively, representing 12.1% and 13.1% of service
revenues in such periods. The increase in costs from 1997 to 1998 is a result
of increased personnel costs within the Company's North American and
international customer support organizations.
Sales and marketing. Sales and marketing includes personnel and related
costs for the Company's direct sales organization, marketing staff and
promotional expenses. Sales and marketing expenses were $3.4 million and $3.5
million for the three months ended March 31, 1997 and 1998, respectively,
representing 33.7% and 33.0% of total revenues in such periods. Increased
marketing and promotional expenses were offset, in part, by decreased
commission expenses to the Company's direct sales forces.
Product research and development. Product research and development includes
personnel and related costs for the Company's development staff. Product
research and development expenses were $3.2 million and $3.6 million for the
three months ended March 31, 1997 and 1998, respectively, representing 32.3%
and 34.1% of total revenues in such periods. The increase in product research
and development expenses from 1997 to 1998 reflects increased investments in
both mainframe and client/server products. The Company did not capitalize any
software development costs for the three months ended March 31, 1997 and 1998.
General and administrative. General and administrative includes salaries and
related costs of administration, finance and management personnel, as well as
legal and accounting fees. General and administrative expenses were $1.4
million and $1.1 million for the three months ended March 31, 1997 and 1998,
respectively, representing 14.0% and 10.8% of total revenues in such periods.
The decrease in general and administrative expenses from 1997 to 1998 is a
result of the Company's cost control efforts including reductions in general
management and legal expenses, and the recording in 1997 of amounts for stock
option compensation and bad debt expense.
Net interest and other income. Net interest and other income includes
interest recorded on installment receivables, interest income earned by the
Company on its excess cash balances, interest expense incurred on term and
revolving credit facilities, and exchange gains (losses) incurred by the
Company on foreign exchange transactions. Net interest and other income totaled
$18,000 and $440,000 for the three months ended March 31, 1997 and 1998,
respectively. The increase from 1997 to 1998 reflects higher levels of
interest income earned by the Company on its excess cash balances, which
include the proceeds of the Company's 1997 initial public offering, and lower
levels of interest expense following repayment of the outstanding balance on
the Company's revolving line of credit during 1997.
Provision for income taxes. The Company's effective rates were 40.0% and
38.3% for the three months ended March 31, 1997 and 1998, respectively, which
approximate the federal and state statutory income tax rates.
LIQUIDITY AND CAPITAL RESOURCES
In March and April 1997, the Company obtained $2.5 million in outside equity
through the issuance of shares of Series B Preferred Stock. In addition, the
Company repaid in full the $1.0 million outstanding balance on its revolving
credit facilities. In November 1997, the Company raised capital of $12.0
million through an initial public offering of its common stock. As of March
31, 1998, the Company had cash and cash equivalents totaling $19.4 million.
9
<PAGE> 10
As a result of significant non-cash expenses, such as depreciation and
amortization, and the advanced billing and collection of annual maintenance
fees, the Company has generated operating cash flow significantly in excess of
its net income. The Company generated cash flow from operations of $1.2 million
and $2.3 million for the three months ended March 31, 1997 and 1998,
respectively, on net income of $357,000 and $842,000 during the same periods.
The Company's investing activities include expenditures for fixed assets in
support of the Company's product development activities and infrastructure, and
for capitalized software costs. During the three months ended March 31, 1997
and 1998, the Company invested $448,000 and $529,000, respectively, in fixed
assets.
As of March 31, 1998, the Company had an outstanding balance of $461,000
under a term loan, secured by fixed assets, which originated in 1995, with
interest at an annual rate of 9% payable monthly with principal due in monthly
installments of $47,700 from February 1996 through January 1999. No financial
covenants currently govern the outstanding term loan.
The Company believes that cash on hand at March 31, 1998 and cash flow
generated from operations will provide sufficient liquidity to meet its needs
for at least the next twelve months. To the extent the Company makes
acquisitions of other companies, products or technologies, the Company may use
working capital, sell additional equity or debt securities or use credit
facilities.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement became effective for the
Company's 1998 annual financial statements. The Company is evaluating this
statement to determine the impact on its reporting and disclosure requirements.
In February 1998, the AICPA issued Statement of Position ("SOP") 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" which becomes effective for the Company's 1999 financial
statements. The Company is evaluating the SOP to determine the impact on the
Company's consolidated financial statements.
YEAR 2000 COMPLIANCE
To the extent that the underlying hardware platforms, operating systems and
databases will accommodate the turn of the century, the Company's performance
management software products will also accommodate the "Year 2000" date change.
In addition, with respect to its internal business systems and applications,
the Company plans to implement the necessary vendor upgrades and modifications
in the first quarter of 1999 to ensure continued functionality beyond December
31, 1999. At present, management does not expect that material incremental
costs will be incurred in the aggregate or in any single year to address "Year
2000" compliance.
CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
Certain statements made in this Form 10-Q are "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements involve known and unknown risks, uncertainties, and other
factors that may cause actual results, performance, or achievements of the
Company to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Although
the Company believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, the Company's actual results
could differ materially from those set forth in the forward-looking statements.
Certain factors that might cause such a difference include the timing of
revenues, the timing of product releases and shipments, rapid technological
change, the demand for products and services for mainframe-based systems, the
acceptance of the Company's client/server based products, the timing and amount
of capital expenditures, the ability to identify and consummate suitable
acquisitions and investments, and other risks detailed herein and in the
Company's other Securities and Exchange Commission filings, including the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
10
<PAGE> 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
(c) From January 1, 1998 to March 31, 1998, the Company issued and
sold unregistered securities in an aggregate of 90,525 shares of
Common Stock to three former employees for an aggregate cash
consideration of $306,192 pursuant to the exercise of stock
options granted under special option arrangements.
No underwriters were involved in the foregoing transactions. The
issuances were deemed exempt from registration under the
Securities Act in reliance on Rule 701. The special options were
granted pursuant to written compensatory arrangements made prior
to the Company's initial public offering.
(d) The net proceeds to the Company from the initial public offering
were approximately $12 million and have been deposited by the
Company in a money market fund investing solely in short-term
U.S. government obligations.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits
3.1 Articles of Incorporation (incorporated by reference
to Exhibit 3.1 forming a part of the Company's
registration statement on Form S-1 (File No.
333-35629) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended.)
3.2 Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.2 forming a part of the
Company's registration statement on Form S-1 (File
No. 333-35629) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended.)
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 Specimen certificate of Common Stock (incorporated by
reference to Exhibit 4.2 forming a part of the
Company's registration statement on Form S-1 (File
No. 333-35629) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended.)
11
<PAGE> 12
10.1 Employment agreement between the Company and Ralph E.
Alexander dated April 9, 1997 (incorporated by
reference to Exhibit 10.1 forming a part of the
Company's registration statement on Form S-1 (File
No. 333-35629) filed with the Securities and
Exchange Commission under the Securities Act of 1933,
as amended.)
10.2 1989 Stock Incentive Plan (incorporated by reference
to Exhibit 10.2 forming a part of the Company's
registration statement on Form S-1 (File No.
333-35629) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended.)
10.3 1991 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.3 forming a part of the
Company's registration statement on Form S-1 (File
No. 333-35629) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended.)
10.4 1992 Executive Stock Incentive Plan (incorporated by
reference to Exhibit 10.4 forming a part of the
Company's registration statement on Form S-1 (File
No. 333-35629) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended.)
10.5 1994 Stock Incentive Plan (incorporated by reference
to Exhibit 10.5 forming a part of the Company's
registration statement on Form S-1 (File No.
333-35629) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended.)
10.6 1996 Advisory Board and directors Stock Incentive
Plan (incorporated by reference to Exhibit 10.6
forming a part of the Company's registration
statement on Form S-1 (File No. 333-35629) filed with
the Securities and Exchange Commission under the
Securities Act of 1933, as amended.)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
first quarter of 1998.
12
<PAGE> 13
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.
<TABLE>
<S> <C> <C>
LANDMARK SYSTEMS CORPORATION
Date: May 14, 1998 By: /s/ Ralph E. Alexander
-----------------------------
Ralph E. Alexander
President, Chief Operating Officer, Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
Date: May 14, 1998 By: /s/ Leslie J. Collins
----------------------------
Leslie J. Collins
Vice President, Finance
(Chief Accounting Officer)
</TABLE>
13
<PAGE> 14
EXHIBITS INDEX
Exhibit No. Description
- ----------- ------------
27.1 Financial Data Schedule
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 19,368,969
<SECURITIES> 0
<RECEIVABLES> 8,330,974
<ALLOWANCES> 624,485
<INVENTORY> 0
<CURRENT-ASSETS> 33,851,766
<PP&E> 14,252,557
<DEPRECIATION> 10,786,059
<TOTAL-ASSETS> 44,835,151
<CURRENT-LIABILITIES> 20,897,271
<BONDS> 0
0
0
<COMMON> 113,589
<OTHER-SE> 19,888,288
<TOTAL-LIABILITY-AND-EQUITY> 44,835,151
<SALES> 3,565,287
<TOTAL-REVENUES> 10,542,922
<CGS> 490,523
<TOTAL-COSTS> 1,407,049
<OTHER-EXPENSES> 8,212,766
<LOSS-PROVISION> 22,619
<INTEREST-EXPENSE> 15,527
<INCOME-PRETAX> 1,362,937
<INCOME-TAX> 521,323
<INCOME-CONTINUING> 841,614
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 841,614
<EPS-PRIMARY> 0.07<F1>
<EPS-DILUTED> 0.07
<FN>
<F1>This amount is reported as EPS BASIC.
</FN>
</TABLE>
