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Previous: INSTITUTIONAL INTERNATIONAL FUNDS INC, 497, 2000-03-03 |
Next: EXPEDITION FUNDS, 497, 2000-03-03 |
<PAGE> 1
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): March 2, 2000
- --------------------------------------------------------------------------------
Landmark Systems Corporation
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in Charter)
Virginia 0-023373 54-1221302
---------------- ------------ ----------------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
12700 Sunrise Valley Drive, Reston, VA 20191-5804
- ---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 703-464-1300
None
- --------------------------------------------------------------------------------
(Former name or former address, if changes since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On March 2, 2000 the Company issued a press release announcing the
financial results for the year and quarter ended December 31, 1999. A copy of
the press release is attached hereto as Exhibit 99 and incorporated by reference
herein.
Some of the statements in this report and the press release attached hereto
are forward looking and related to anticipated future operating results. Future
operating results may be impeded by single or combined events and/or
circumstances that have not been presently anticipated. Forward-looking
statements are based on Landmark management's current expectations and
assumptions, which may be affected by a number of factors, including, without
limitation, competitive product introductions, price competition, any failure or
delay in the Company's ability to develop and introduce new products, seasonal
factors affecting the Company's sales, the Company's ability to attract and
retain qualified technical, sales, managerial and other key personnel, the
Company's ability to manage expenses effectively, the introduction of the Euro
currency, the "Year 2000" software and systems issue, and other factors.
Therefore, there can be no assurance that actual future results will not differ
materially from anticipated results. Readers should refer to Landmark's
disclosure documents filed with the Securities and Exchange Commission for
specific details on some of the factors that may affect operating results.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99: Text of Press Release dated March 2, 2000.
<PAGE> 3
SIGNATURE
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.
LANDMARK SYSTEMS CORPORATION
a Virginia corporation
(Registrant)
By: /s/ Katherine K. Clark
----------------------------------
Katherine K. Clark
President and Chief Executive Officer
(Duly Authorized Officer)
Dated: March 2, 2000
<PAGE> 4
INDEX TO EXHIBITS
Exhibit Description
99 Text of Press Release dated March 2, 2000
<PAGE> 1
EXHIBIT 99
LANDMARK ANNOUNCES 1999 AUDITED RESULTS
1999 EARNINGS PER SHARE FINAL AT $0.31
RESTON, VA (March 2, 2000) - Landmark Systems Corporation (NASDAQ: LDMK), a
leading vendor of performance and e-business management software, today
announced financial results for the year and quarter ended December 31, 1999.
Audited 1999 revenue, net income and diluted EPS amounted to $55.2 million,
$4.1 million and $0.31, respectively, as compared to $49.8 million, $5.1 million
and $0.41 for the prior year. Revenue, net income and diluted EPS for the fourth
quarter ended December 31, 1999 amounted to $14.1 million, $0.9 million and
$0.07, respectively, as compared to $15.0 million, $2.1 million and $0.16 for
the prior year quarter.
Landmark also announced that the previously disclosed periodic accounting
review being conducted by the Division of Corporation Finance of the Securities
and Exchange Commission ("SEC") concerning the timing of the recognition of some
of the Company's revenues has been successfully resolved. Concurrent with the
SEC review, the Company concluded it should restate and defer license fee
revenues to more closely approximate "vendor specific objective evidence" as
defined by AICPA Statement of Position 97-2. Accordingly, the results announced
today include a deferral to future years of approximately $0.2 million and $1.8
million of revenue previously recognized in 1999 and 1998, respectively. The
total $2.0 million revenue Landmark has deferred from 1998 and 1999 will be
recognized in future years as follows: $1.1 million in 2000, $0.7 million in
2001 and $0.2 million in 2002.
On an after tax basis, the 1999 and 1998 deferrals reduced diluted earnings
per share by $0.01 and $0.10 per share, respectively. A summary of revised
historical quarterly revenue, net income and diluted EPS is contained at the end
of this press release. Assuming no change in equivalent share calculations, the
future
--more--
<PAGE> 2
LANDMARK REPORTS FINAL 1999 RESULTS -- PAGE 2
recognition of these revenues will augment diluted earnings per share in 2000,
2001 and 2002 by $0.05, $0.03 and $0.01, respectively.
"We are pleased by the prompt and successful conclusion of the SEC review,"
commented Katherine K. Clark, Landmark's president and CEO. "We remain focused
on extending our performance management expertise to the rapidly growing
e-business market through innovative applications such as WebWatcher."
Headquartered in Reston, Virginia, Landmark Systems Corporation (NASDAQ:
LDMK) is a leading, global provider of software, services, and solutions that
help organizations manage their critical information technology systems and
e-business operations. Landmark's complete, integrated solutions ensure that
operating systems, applications, databases, middleware, and servers operate as
efficiently and effectively as possible. For more information, visit the
company's Web site at www.landmark.com.
Some of the statements in this news release are forward looking and related to
anticipated future operating results. Future operating results may be impeded by
single or combined events and/or circumstances that have not been presently
anticipated. Forward-looking statements are based on Landmark management's
current expectations and assumptions, which may be affected by a number of
factors, including, without limitation, competitive product introductions, price
competition, any failure or delay in the Company's ability to develop and
introduce new products, seasonal factors affecting the Company's sales, the
Company's ability to attract and retain qualified technical, sales, managerial
and other key personnel, the Company's ability to manage expenses effectively,
foreign currency risk, the "Year 2000" software and systems issue, and other
factors. Therefore, there can be no assurance that actual future results will
not differ materially from anticipated results. Readers should refer to
Landmark's disclosure documents filed with the Securities and Exchange
Commission for specific details on some of the factors that may affect operating
results.
Landmark Systems Corporation, the Landmark logo, and PerformanceWorks are
registered trademarks of Landmark and its subsidiaries.
--MORE--
<PAGE> 3
LANDMARK REPORTS FINAL 1999 RESULTS -- PAGE 3
Landmark Systems Corporation
Condensed Consolidated Statement of Operations
Twelve Months Ended December 31, 1999 and 1998
Year to Date Comparison
(amounts in thousands, except per-share amounts)
<TABLE>
<CAPTION>
YTD Increase YTD
1999 (Decrease) 1998
---- ---------- ----
(restated)
<S> <C> <C> <C>
Revenues
License revenues $25,340 15 % $22,084
Maintenance revenues 29,862 8 % 27,748
------ -------
Total revenues 55,202 11 % 49,832
Cost of Revenues
Cost of license revenues 1,324 15 % 1,155
Cost of maintenance revenues 4,571 23 % 3,702
Amortization of subsidiary
acquisition costs 2,002 2.3X 616
------ -------
Total cost of revenues 7,897 44 % 5,473
------ -------
Gross profit 47,305 7 % 44,359
------ -------
Operating expenses
Sales and marketing 20,881 22 % 17,125
Product research and development 16,129 6 % 15,247
General and administrative 5,994 8 % 5,561
------ -------
Total operating expenses 43,004 13 % 37,933
------ -------
Operating Income 4,301 (33)% 6,426
Net interest and other income 2,094 17 % 1,791
----- -------
Income before taxes 6,395 (22)% 8,217
Provision for income taxes 2,318 (25)% 3,095
------ -------
Net income $ 4,077 (20)% $ 5,122
======= =======
Shares used in computing
diluted earnings per share 13,143 7% 12,373
Diluted earnings per share $ 0.31 (24)% $ 0.41
====== =======
KEY OPERATING RATIOS
Gross margin 86 % 89 %
Operating margin 8 % 13 %
Pre-tax margin 12 % 16 %
Net margin 7 % 10 %
Tax rate 36 % 38 %
</TABLE>
--more--
<PAGE> 4
LANDMARK REPORTS FINAL 1999 RESULTS -- PAGE 4
Landmark Systems Corporation
Condensed Consolidated Statement of Operations
Three Months Ended December 31, 1999 and 1998
Quarter to Quarter Comparison
(amounts in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Q4 Increase Q4
1999 (Decrease) 1998
---- ---------- ----
(restated)
<S> <C> <C> <C>
Revenues
License revenues $6,497 (20)% $8,095
Maintenance revenues 7,581 9 % 6,924
------- -------
Total revenues 14,078 (6)% 15,019
Cost of Revenues
Cost of license revenues 286 9 % 262
Cost of maintenance revenues 1,178 17 % 1,004
Amortization of subsidiary
acquisition costs 730 3.7X 154
------ --------
Total cost of revenues 2,194 55 % 1,420
------- ------
Gross profit 11,884 (13)% 13,599
------ -------
Operating expenses
Sales and marketing 5,958 8 % 5,501
Product research and development 3,627 (3)% 3,751
General and administrative 1,596 4 % 1,534
------- -------
Total operating expenses 11,181 4 % 10,786
------ --------
Operating Income 703 (75)% 2,813
Net interest and other income 524 21% 433
-------- -------
Income before taxes 1,227 (62)% 3,246
Provision for income taxes 341 (71)% 1,193
------- -------
Net income $ 886 (57)% $ 2,053
======= =======
Shares used in computing
diluted earnings per share 13,282 5 % 12,598
Diluted earnings per share $ 0.07 (56)% $ 0.16
====== ======
Key Operating Ratios
Gross margin 84 % 91 %
Operating margin 5 % 19 %
Pre-tax margin 9 % 22 %
Net margin 6 % 14 %
Tax rate 28 % 37 %
</TABLE>
--more--
<PAGE> 5
LANDMARK REPORTS FINAL 1999 RESULTS -- PAGE 5
Landmark Systems Corporation
Condensed Consolidated Balance Sheet
December 31, 1999 and December 31, 1998
(dollar amounts in thousands)
<TABLE>
<CAPTION>
December December
1999 1998
---- ----
(RESTATED)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 32,136 $ 28,322
Accounts receivable, net 13,987 10,902
Unbilled accounts receivable 5,353 5,728
Other current assets 4,103 2,499
-------- --------
Total current assets 55,579 47,451
Unbilled accounts receivable - noncurrent 7,063 5,486
Fixed assets, net 5,363 4,121
Capitalized software costs, net 867 258
Other assets 7,635 1,991
-------- --------
Total assets $ 76,507 $ 59,307
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable, accrued expenses
and other current liabilities $ 4,802 $ 5,529
Deferred revenue 21,530 17,724
------ ------
Total current liabilities 26,332 23,253
Deferred revenue - noncurrent 11,867 8,901
Other liabilities 366 324
------- -------
Total liabilities 38,565 32,478
------ ------
Stockholders' equity
Common stock 34,178 26,811
Retained earnings 3,764 18
------- ---------
Total stockholders' equity 37,942 26,829
------- ------
Total liabilities and stockholders' equity $ 76,507 $ 59,307
======== ========
KEY RATIOS:
Days sales in receivables 89 days 65 days
Current ratio 2.1 X 2.0X
Deferred revenue 33.4m 26.6m
</TABLE>
--more--
<PAGE> 6
LANDMARK REPORTS FINAL 1999 RESULTS -- PAGE 6
Landmark Systems Corporation
Restated Selected Consolidated Financial Data
Unaudited Quarterly Statement of Operation Data for the
Years Ended December 31, 1999 and 1998
(amounts in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Total Net Diluted
Revenues Income EPS
-------- ------ ---
<S> <C> <C> <C>
December 31, 1999 $ 14,078 $ 886 $ 0.07
September 30, 1999 13,001 300 0.02
June 30, 1999 14,325 1,439 0.11
March 31, 1999 13,798 1,452 0.11
-------- ------- ------
Total $ 55,202 $ 4,077 $ 0.31
======== ======= ======
December 31, 1998 $ 15,019 $ 2,053 $ 0.16
September 30, 1998 12,369 1,423 0.11
June 30, 1998 12,144 954 0.08
March 31, 1998 10,300 692 0.06
-------- -------- ------
Total $ 49,832 $ 5,122 $ 0.41
======== ======= ======
</TABLE>
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