<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 June 30, 2000
Commission File Number 0-23373
LANDMARK SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 54-1221302
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12700 Sunrise Valley Drive 20191
Reston, VA
(Address of principal executive offices) (Zip Code)
703-464-1300
(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 July
31, 2000:
Class Number of Shares Outstanding
----- ----------------------------
Common Stock, par value $.01 per share 13,090,793
1
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LANDMARK SYSTEMS CORPORATION
QUARTER ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
<C> <S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of
Operations for the three and six
months ended June 30, 2000 (unaudited)
and June 30, 1999 (unaudited) 4
Condensed Consolidated Balance Sheets as of June 30,
2000 (unaudited) and December 31, 1999 5
Condensed Consolidated Statements of
Cash Flows for the six months ended
June 30, 2000 (unaudited) and June 30,
1999 (unaudited) 6
Notes to Condensed Consolidated Financial Statements
(unaudited) 7-9
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 10-13
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14-15
SIGNATURES 16
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed consolidated financial statements set forth below for the
three and six-month periods ended June 30, 2000 and 1999 are unaudited, and have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (see Note 1). Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to those rules and regulations. Landmark Systems Corporation believes that the
disclosures made are adequate to make the information presented not misleading.
The results for the three and six-month periods ended June 30, 2000 are not
necessarily indicative of the results for the fiscal year.
In the opinion of management, the accompanying condensed consolidated
financial statements reflect all necessary adjustments (consisting only of
normal recurring adjustments) that are necessary for a fair presentation of
results for the periods presented. It is recommended that these financial
statements be read in conjunction with the latest audited consolidated financial
statements and notes thereto (included in the Annual Report on Form 10-K for the
year ended December 31, 1999).
3
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LANDMARK SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------------- -------------------------------
2000 1999 2000 1999
----------------- ----------------- ----------------- -------------
<S> <C> <C> <C> <C>
Revenues
License revenues $ 5,477,381 $ 6,580,136 $ 9,917,284 $13,236,699
Maintenance revenues 7,710,653 7,745,062 15,735,394 14,886,474
----------- ----------- ----------- -----------
Total revenues 13,188,034 14,325,198 25,652,678 28,123,173
----------- ----------- ----------- -----------
Cost of revenues
Cost of license revenues 620,578 404,906 874,817 681,115
Cost of maintenance revenues 1,655,520 1,114,545 2,928,782 2,224,464
Cost to acquire distribution
rights 561,496 423,732 1,113,387 847,232
----------- ----------- ----------- -----------
Total cost of revenues 2,837,594 1,943,183 4,916,986 3,752,811
----------- ----------- ----------- -----------
Gross profit 10,350,440 12,382,015 20,735,692 24,370,362
----------- ----------- ----------- -----------
Operating expenses
Sales and marketing 5,804,791 4,955,620 11,241,490 9,567,586
Product research and
development 3,856,050 4,171,043 7,465,395 8,333,674
General and administrative 1,715,653 1,453,397 3,246,159 2,895,265
----------- ----------- ----------- -----------
Total operating expenses 11,376,494 10,580,060 21,953,044 20,796,525
----------- ----------- ----------- -----------
Operating (loss) income (1,026,054) 1,801,955 (1,217,352) 3,573,837
Interest and other income, net 551,612 529,008 1,100,436 1,108,119
----------- ----------- ----------- -----------
(Loss) income before taxes (474,442) 2,330,963 (116,916) 4,681,956
(Benefit from) provision for
income taxes (180,288) 891,590 (44,428) 1,790,848
------------ ----------- ------------ -----------
Net (loss) income $ (294,154) $ 1,439,373 $ (72,488) $ 2,891,108
============ =========== ============ ===========
Earnings per share
Basic $ (0.02) $ 0.12 $ (0.01) $ 0.24
Diluted $ (0.02) $ 0.11 $ (0.01) $ 0.22
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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LANDMARK SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $31,358,178 $32,135,952
Accounts receivable, net of allowance for
doubtful accounts of $730,000 and
$795,000 12,048,030 13,987,545
Unbilled accounts receivable 6,765,541 5,353,362
Other current assets 5,682,042 4,101,196
----------- -----------
Total current assets 55,853,791 55,578,055
Unbilled accounts receivable - noncurrent 6,744,079 7,063,059
Fixed assets, net 5,370,339 5,363,273
Capitalized software costs, net 1,840,400 866,959
Intangible assets, net 5,210,676 5,854,112
Other assets 1,768,861 1,781,297
----------- -----------
Total assets $76,788,146 $76,506,755
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and
other current liabilities $ 5,114,249 $ 4,802,286
Deferred revenue 21,956,006 21,529,799
----------- -----------
Total current liabilities 27,070,255 26,332,085
Deferred revenue - noncurrent 10,409,915 11,866,661
Other liabilities 193,619 366,115
----------- -----------
Total liabilities 37,673,789 38,564,861
----------- -----------
Stockholders' equity:
Common stock, $0.01 par value, 30,000,000
Shares authorized, 13,083,793 and
12,838,090 issued and outstanding 130,838 128,381
Additional paid-in capital 35,305,424 34,049,244
Retained earnings 3,886,030 3,958,518
Accumulated other comprehensive loss (207,935) (194,249)
----------- -----------
Total stockholders' equity 39,114,357 37,941,894
----------- -----------
Total liabilities and stockholders' equity $76,788,146 $76,506,755
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
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LANDMARK SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------------------
2000 1999
---------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net (loss) income $ (72,488) $ 2,891,108
Adjustments to reconcile net (loss)
income to net cash flows from operations
Depreciation and amortization 1,749,819 1,722,979
Tax benefit for exercise of stock
options 252,052 925,787
Sale of unbilled accounts receivable 1,838,703 5,567,551
Changes in working capital (3,594,997) (7,877,144)
----------- -------------
Net cash provided by operating
activities 173,089 3,230,281
----------- -------------
Cash flows from investing activities
Acquisition of distribution rights (64,990) (4,367,744)
Capitalized software development costs (1,127,080) -
Capital expenditures (894,820) (1,664,667)
----------- -------------
Net cash used in investing
activities (2,086,890) (6,032,411)
----------- -------------
Cash flows from financing activities
Proceeds from sale of common stock 1,006,585 1,861,169
----------- -------------
Net cash provided by financing
activities 1,006,585 1,861,169
----------- -------------
Effect of exchange rate changes on cash 129,442 (236,142)
----------- -------------
Net decrease in cash and cash equivalents (777,774) (1,177,103)
Cash and cash equivalents, beginning of
period 32,135,952 28,322,234
----------- -------------
Cash and cash equivalents, end of period $31,358,178 $ 27,145,131
=========== =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE> 7
LANDMARK SYSTEMS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim condensed 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 results of the interim periods presented are not necessarily indicative
of the results for the year. 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, 1999, as filed with
the Securities and Exchange Commission on Form 10-K.
NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS
In December 1998, the American Institute of Certified Public Accountants
(the "AICPA") issued Statement of Position ("SOP") 98-9, "Modification of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions." SOP
98-9 modifies SOP 97-2 by requiring revenue to be recognized using the "residual
method" if certain conditions are met. The Company adopted SOP 98-9 on January
1, 2000. The adoption did not have a material effect on the Company's financial
condition or results of operations.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements"
to provide guidance regarding the recognition, presentation and disclosure of
revenue in the financial statements. In March 2000, the SEC released SAB 101A,
which delayed the implementation date of SAB 101 for registrants with fiscal
years that begin between December 16, 1999 and March 15, 2000. Subsequently, the
SEC released SAB 101B which further delays the implementation date of SAB 101
until no later than the fourth fiscal quarter of fiscal years beginning after
December 15, 1999. The Company does not expect a material effect on the
Company's financial position, results of operations or cash flows as a result of
SAB 101.
In March 2000, the Financial Accounting Standards Board (the "FASB") issued
FASB Interpretation ("FIN") 44, "Accounting for Certain Transactions Involving
Stock Compensation: Interpretation of APB Opinion No. 25". The Interpretation is
intended to clarify certain problems that have arisen in practice since the
issuance of APB Opinion No. 25, "Accounting for Stock Issued to Employees." The
effective date of the Interpretation is July 1, 2000. The provisions of the
Interpretation will apply prospectively but will also cover certain events
occurring after December 15, 1998 and after January 12, 2000. Management
believes the adoption will not have a material effect on the Company's financial
condition or results of operations.
NOTE 3 - EARNINGS PER SHARE
The following reconciliation of the numerators and denominators is provided
for basic and diluted earnings per share for the three and six months ended June
30, 2000 and 1999. Basic earnings per share is computed by dividing the net
income by the weighted-average number of common shares outstanding. Diluted
earnings 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 and resulted in the issuance of common
stock.
<TABLE>
<CAPTION>
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ------
<S> <C> <C> <C>
For the three months ended June 30, 2000
Basic earnings per share $ (294,154) 13,006,545 $(0.02)
=======
Effect of dilutive securities
Stock options and warrants - -
---------- ----------
Diluted earnings per share $ (294,154) 13,006,545 $(0.02)
=========== ========== =======
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
---------- ------------- ------
<S> <C> <C> <C>
For the three months ended June 30,
1999
Basic earnings per share $1,439,373 12,322,047 $ 0.12
======
Effect of dilutive securities
Stock options and warrants - 851,699
---------- ----------
Diluted earnings per share $1,439,373 13,173,746 $ 0.11
========== ========== ======
For the six months ended June 30, 2000
Basic earnings per share $ (72,488) 12,953,823 $(0.01)
=======
Effect of dilutive securities
Stock options and warrants - -
---------- ----------
Diluted earnings per share $ (72,488) 12,953,823 $(0.01)
=========== ========== =======
For the six months ended June 30, 1999
Basic earnings per share $2,891,108 12,119,670 $ 0.24
======
Effect of dilutive securities
Stock options and warrants - 938,033
---------- ----------
Diluted earnings per share $2,891,108 13,057,703 $ 0.22
========== ========== ======
</TABLE>
NOTE 4 - COMPREHENSIVE INCOME
The Company's total comprehensive (loss) income is comprised of net (loss)
income and other comprehensive (loss) income, which consists of foreign currency
translation adjustments. Total comprehensive (loss) income for the three months
ended June 30, 2000 and 1999 was $(393,128) and $1,419,772, respectively. Total
comprehensive (loss) income for the six months ended June 30, 2000 and 1999 was
$(86,174) and $2,654,966, respectively.
NOTE 5 - SEGMENT REPORTING
The Company classifies its operations into one industry segment, software
development and related services. The Company categorizes its products and
services into two groups: OS/390 (formerly referred to as "mainframe") and
client/server. The Company's revenues by product group consist of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------------------- ----------------------------------
2000 1999 2000 1999
-------------------- -------------------- ---------------- ------------
<S> <C> <C> <C> <C>
OS/390 $11,015,726 $11,969,365 $21,563,213 $22,768,785
Client/server 2,172,308 2,355,833 4,089,465 5,354,388
----------- ----------- ----------- -----------
Total revenues $13,188,034 $14,325,198 $25,652,678 $28,123,173
=========== =========== =========== ===========
</TABLE>
The Company sells its products outside the United States through its
subsidiaries and international distributors. Revenues from international
distributors are presented net of royalties retained by the distributors. The
Company's revenues by country or geographic region are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
------------------------------------------ ----------------------------------
2000 1999 2000 1999
-------------------- -------------------- --------------- ------------
<S> <C> <C> <C> <C>
United States $ 8,211,324 $10,139,511 $16,599,741 $19,610,739
Germany 757,239 895,873 1,740,078 1,897,321
United Kingdom 818,784 242,301 1,670,505 1,210,426
Benelux 393,215 514,631 735,890 1,186,595
France 725,835 - 936,406 -
Australia 444,133 422,183 692,835 792,593
Other 1,837,504 2,110,699 3,277,223 3,425,499
----------- ----------- ----------- -----------
Total revenues $13,188,034 $14,325,198 $25,652,678 $28,123,173
=========== =========== =========== ===========
</TABLE>
8
<PAGE> 9
The Company's long-lived assets, which consist of fixed assets, capitalized
software and intangible assets, by country or geographic region are as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-----------------------------
2000 1999
----------- ------------
<S> <C> <C>
United States $12,131,105 $ 10,078,592
Europe 255,073 196,480
Other 35,237 64,796
----------- ------------
Total long-lived assets $12,421,415 $ 10,339,868
=========== ============
</TABLE>
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Results of Operations
The following table sets forth the Company's Condensed Consolidated
Statements of Operations expressed as percentages of total revenues for the
periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------------- ------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Revenues
License revenues 41.5% 45.9% 38.7% 47.1%
Maintenance revenues 58.5 54.1 61.3 52.9
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
----- ----- ----- -----
Cost of revenues
Cost of license revenues 4.7 2.8 3.4 2.4
Cost of maintenance revenues 12.5 7.8 11.4 7.9
Cost to acquire distribution
rights 4.3 3.0 4.4 3.0
----- ----- ----- -----
Total cost of revenues 21.5 13.6 19.2 13.3
----- ----- ----- -----
Gross profit 78.5 86.4 80.8 86.7
----- ----- ----- -----
Operating expenses
Sales and marketing 44.0 34.6 43.8 34.0
Product research and
development 29.3 29.2 29.1 29.6
General and administrative 13.0 10.1 12.7 10.3
----- ----- ----- -----
Total operating expenses 86.3 73.9 85.6 73.9
Operating (loss) income (7.8) 12.5 (4.8) 12.8
Net interest and other income 4.2 3.7 4.3 3.8
----- ----- ----- -----
(Loss) income before income taxes (3.6) 16.2 (0.5) 16.6
Provision for income taxes 1.4 (6.3) 0.2 (6.3)
----- ----- ----- -----
Net income (2.2)% 9.9% (0.3)% 10.3%
===== ===== ===== =====
</TABLE>
TOTAL REVENUES. Total revenues decreased 7.9% from $14.3 million for the
three months ended June 30, 1999, to $13.2 million for the three months ended
June 30, 2000, and decreased 8.8% from $28.1 million to $25.7 million for the
six months ended June 30, 1999 and 2000, respectively. Revenues for the three
months ended June 30, 2000 from OS/390 (formerly referred to as "mainframe")
products and services were $11.0 million, a decrease of 8.0% from the same
period in the prior year; revenues for the three-month period ended June 30,
2000 from client/server products and services were $2.2 million, a decrease of
7.8% from the same period in the prior year. Revenues for the first six months
of 2000 from OS/390 products and services were $21.6 million, a decrease of 5.3%
from the same period in the prior year; revenues for the first six months of
2000 from client/server products and services were $4.1 million, a decrease of
23.6% from the same period in the prior year. The overall decrease in revenues
is primarily due to a sales slowdown in the industry caused by overbuying of
capacity prior to December 31, 1999 in anticipation of Year 2000 problems.
Revenues may also have decreased due to a delay in customer purchases in
anticipation of the release of IBM's 64-bit technology.
LICENSE REVENUES. License revenues decreased 16.8% from $6.6 million for the
three months ended June 30, 1999, to $5.5 million for the three months ended
June 30, 2000, and decreased 25.1% from $13.2 million to $9.9 million for the
six months ended June 30, 1999 and 2000, respectively.
MAINTENANCE REVENUES. Maintenance revenues remained level at $7.7 million
for the three months ended June 30, 1999 and 2000, and increased 5.7% from $14.9
million to $15.7 million for the six months ended June 30, 1999 and 2000,
respectively.
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 $0.4 million and $0.6 million for the three
months ended June 30, 1999 and 2000, representing 6.2% and 11.3% of license
revenues in such periods. Costs of license revenues were $0.7 and $0.9 million
for the six months ended June 30, 1999 and 2000, respectively, representing 5.1%
and 8.8% of license revenues in such periods. The increase in cost of license
revenues from 1999 to 2000 is primarily due to the payment of third party
royalties arising from sales of the RTD product in 2000.
10
<PAGE> 11
COST OF MAINTENANCE REVENUES. Cost of maintenance revenues consists of
personnel and related costs for customer support, training and consulting
services. Costs of service revenues were $1.1 million and $1.7 million for the
three months ended June 30, 1999 and 2000, respectively, representing 14.4% and
21.5% of service revenues in such periods. Costs of maintenance revenues were
$2.2 million and $2.9 million for the six months ended June 30, 1999 and 2000,
respectively, representing 14.9% and 18.6% of service revenues in such periods.
The increase in costs from 1999 to 2000 is the result of additional personnel
costs in connection with a new Global Services initiative to provide better
post-sales support to the Company's current customers and products, as well as
new products that are being developed.
COST TO ACQUIRE DISTRIBUTION RIGHTS. Cost to acquire distribution rights
includes royalties paid related to the acquisition of distribution rights as
well as the straight-line amortization of international distribution rights that
have been reacquired from third party resellers. Cost to acquire distribution
rights for the three months ended June 30, 1999 and 2000 were $0.4 million and
$0.6 million, respectively. Cost to acquire distribution rights for the six
months ended June 30,1999 and 2000 were $0.8 million and $1.1 million,
respectively. The increase in 2000 is primarily due to the amortization of
distribution rights acquired in October 1999 from the Company's former
distributors in France, and royalties of $0.2 million and $0.4 million paid
during the three and six months ended June 30, 2000, respectively, to the
Company's former distributor in the Nordic region.
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 $5.0 million and $5.8
million for the three months ended June 30, 1999 and 2000, respectively,
representing 34.6% and 44.0% of total revenues in such periods. Sales and
marketing expenses were $9.6 million and $11.2 million for the six months ended
June 30, 1999 and 2000, respectively, representing 34.0% and 43.8% of total
revenues in such periods. The increase in sales and marketing expenses continues
to be primarily due to an increase in personnel in the worldwide direct sales
organization, and an increase in marketing activities for the Company's
e-business products.
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 $4.2 million and $3.9 million for the
three months ended June 30, 1999 and 2000, respectively, representing 29.2% and
29.3% of total revenues in such periods. Product research and development
expenses were $8.3 million and $7.5 million for the six months ended June 30,
1999 and 2000, respectively, representing 29.6% and 29.1% of total revenues in
such periods. The decrease in product research and development expenses from
1999 to 2000 is primarily due to the increase in capitalization of $0.6 million
and $1.1 million of software development costs during the three and six months,
respectively, ended June 30, 2000.
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 $1.5 million
and $1.7 million for the three months ended June 30, 1999 and 2000,
respectively, representing 10.1% and 13.0% of total revenues in such periods.
General and administrative expenses were $2.9 million and $3.2 million for the
six months ended June 30, 1999 and 2000, respectively, representing 10.3% and
12.7% of total revenues in such periods. The increase in general and
administrative expenses from 1999 to 2000 is primarily due to increased
occupancy costs at the Company's new and larger corporate headquarters.
NET INTEREST AND OTHER INCOME. Net interest and other income includes
interest income earned on cash balances, interest income recorded on installment
receivables, interest expense incurred on term and revolving credit facilities,
bank fees and exchange gains (losses) incurred by the Company on transactions
denominated in foreign currencies. Net interest and other income totaled $0.55
million and $0.53 million for the three months ended June 30, 2000 and 1999,
respectively. Net interest and other income totaled $1.1 million for the six
months ended June 30, 2000 and 1999. Of these amounts, $0.4 million and $0.3
million represent interest earned on the Company's bank balances for the three
months ended June 30, 2000 and 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had cash and cash equivalents of $31.4 million
and working capital of $28.8 million. During the six months ended June 30, 2000,
net cash provided by operating and financing activities were $0.2 million and
$1.0 million, respectively, while net cash used in investing activities was $2.1
million. The Company invests its cash, which includes the $12.0 million proceeds
from the Company's initial public offering in November 1997, in a money market
fund. The Company had no debt as of June 30, 2000, other than normal trade
payables and accrued liabilities. Stockholders' equity at June 30, 2000 was
$39.1 million.
11
<PAGE> 12
In March 1999, the Company obtained a revolving line of credit in the amount
of $10.0 million. The line of credit, which was granted on an unsecured basis,
has a floating interest rate of LIBOR plus 1.35% and had an expiration date of
June 30, 2000. In June 2000, the line of credit was extended until June 30,
2001. No advances have been made on the line of credit.
The Company continues to finance its growth through funds generated from
operations. For the six months ended June 30, 2000, cash flow from operations
was $0.2 million. The Company periodically sells unbilled accounts receivable,
on a non-recourse basis, to augment its operating cash flows. In June 2000, the
Company sold $0.9 million of unbilled accounts receivable; in March 2000, the
Company sold $1.0 million of unbilled accounts receivable. These sales of
unbilled receivables resulted in a loss of $0.1 million for the Company during
the six months ended June 30, 2000. In the future, the Company may sell
additional unbilled accounts receivable from time to time depending on the
Company's cash flow requirements and whether the terms are financially
acceptable to the Company.
The Company's investing activities primarily include expenditures for fixed
assets in support of the Company's product development activities and
infrastructure, capitalized software development costs and costs related to the
acquisition of distribution rights. During the six months ended June 30, 2000,
the Company invested $0.9 million in fixed assets, consisting primarily of
computer equipment to expand and upgrade the Company's development activities.
The Company believes that cash and cash equivalents at June 30, 2000, cash
flow generated from operations and the line of credit 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 or issue additional equity or debt
securities or use credit facilities.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1998, the American Institute of Certified Public Accountants
(the "AICPA") issued Statement of Position (SOP) 98-9, "Modification of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions." SOP
98-9 modifies SOP 97-2 by requiring revenue to be recognized using the "residual
method" if certain conditions are met. The Company adopted SOP 98-9 on January
1, 2000. The adoption did not have a material effect on the Company's financial
condition or results of operations.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements"
to provide guidance regarding the recognition, presentation and disclosure of
revenue in the financial statements. In March 2000, the SEC released SAB 101A,
which delayed the implementation date of SAB 101 for registrants with fiscal
years that begin between December 16, 1999 and March 15, 2000. Subsequently, the
SEC released SAB 101B which further delays the implementation date of SAB 101
until no later than the fourth fiscal quarter of fiscal years beginning after
December 15, 1999. The Company does not expect a material effect on the
Company's financial position, results of operations or cash flows as a result of
SAB 101.
In March 2000, the Financial Accounting Standards Board (the "FASB") issued
FASB Interpretation ("FIN") 44, "Accounting for Certain Transactions Involving
Stock Compensation: Interpretation of APB Opinion No. 25". The Interpretation is
intended to clarify certain problems that have arisen in practice since the
issuance of APB Opinion No. 25, "Accounting for Stock Issued to Employees." The
effective date of the Interpretation is July 1, 2000. The provisions of the
Interpretation will apply prospectively but will also cover certain events
occurring after December 15, 1998 and after January 12, 2000. Management
believes the adoption will not have a material effect on the Company's financial
condition or results of operations.
YEAR 2000 COMPLIANCE
Subject to continued monitoring of third party suppliers, the Company's Year
2000 program is complete, and no material problems have arisen since the end of
calendar year 1999. The Year 2000 program addressed ability of information
technology hardware and software to correctly interpret and manipulate dates up
to and through the year 2000 without interruption as a result of the change to
this date. All of the Company's business computer systems are Year 2000
compliant.
12
<PAGE> 13
CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE LITIGATION REFORM ACT OF 1995
Some of the statements in this Quarterly Report on Form 10-Q are
"forward-looking" within the meaning of the Private Securities Litigation Reform
Act of 1995 and are related to anticipated future operating results.
Specifically, the following may be impeded by events that have not been
presently anticipated: the timing of the release of new products, the sale of
unbilled accounts receivable, the upgrade of the Company's development
environments, the Company's ability to sell or issue equity or debt securities
or to enter into credit facilities on acceptable terms, the Company's ability to
make its acquisitions accretive, the success of the Company's more focused sales
approach and the Company's ability to increase license revenues, maintain the
level of maintenance renewal rates and limit cost of sales, and the ability of
existing and planned hardware and software systems to accommodate transition to
the Euro without material effect on results of operations or financial
condition. Forward-looking statements are based on management's current
expectations and assumptions, which may be affected by a number of factors,
including, without limitation, a lengthening of the sales cycle possibly
attributable to Year 2000 issues and/or other timing issues, competitive product
introductions, price competition, the Company's ability to consummate license
transactions as anticipated, 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 recent introduction and subsequent fluctuations in value 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company has subsidiaries in the United Kingdom, Germany, France,
The Netherlands, Sweden, Spain, Australia, Hong Kong and Singapore that act as
distributors of its products. Additionally, the Company uses third party
distributors to market and distribute its products in other international
regions. Transactions conducted by the subsidiaries are typically denominated in
the local country currency, while royalty payments from the distributors are
typically denominated in U.S. dollars. As a result, the Company is primarily
exposed to foreign exchange rate fluctuations as the financial results of its
subsidiaries are translated into U.S. dollars in consolidation. As exchange
rates vary, these results, when translated, may vary from expectations and
impact overall expected profitability. Through and as of June 30, 2000, the
Company's exposure was not material to the overall financial statements taken as
a whole. The Company has not entered into any foreign currency hedging
transactions with respect to its foreign currency market risk.
The Company's exposure to market risk for changes in interest rates relates
primarily to unbilled accounts receivable. At June 30, 2000, the Company has
$13.5 million of unbilled accounts receivable, the estimated fair market value
of which was $13.8 million. If market interest rates had been 10% higher at June
30, 2000, the fair market value of the unbilled accounts receivable would have
decreased by approximately $0.1 million.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
(d) The net proceeds to the Company from the initial public
offering (SEC File No. 333-35629 effective November 18, 1997)
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
13
<PAGE> 14
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Stockholders was held on May 16,
2000 at the Company's headquarters, 12700 Sunrise Valley
Drive, Reston, Virginia.
<TABLE>
<CAPTION>
1. PROPOSAL ONE - Election of directors
NOMINEES: FOR WITHHELD
---------- ---------
<S> <C> <C> <C>
Patrick H. McGettigan 9,818,516 193,373
Katherine K. Clark 9,818,820 193,069
T. Eugene Blanchard 9,818,820 193,069
Patrick W. Gross 9,818,821 193,068
Sudhakar V. Shenoy 9,818,517 193,372
Dennis J. Bowman 9,818,821 193,068
James P. Donehey 9,818,821 193,068
</TABLE>
<TABLE>
<CAPTION>
2. PROPOSAL TWO - Ratification of selection of
PricewaterhouseCoopers LLP as independent accountants
<S> <C> <C>
For 9,500,122
Against 119,410
Abstain 392,357
</TABLE>
Item 5. Other Information
None
<TABLE>
<CAPTION>
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits
<C> <S>
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.)
</TABLE>
14
<PAGE> 15
<TABLE>
<C> <S>
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, 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.)
10.7 1998 Employee Stock Purchase Plan, as amended.
10.8 Deed of Lease between Boston Properties Limited Partnership
and Landmark Systems Corporation dated January 30, 1998
(incorporated by reference to Exhibit 10.8 forming a part
of the Company's Form 10-K for the year ended December 31, 1999)
10.9 Employment Agreement between the Company and Frederick S.
Rolandi, III dated June 2, 2000 (filed herewith).
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None
15
<PAGE> 16
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.
LANDMARK SYSTEMS CORPORATION
Date: August 11, 2000 By: /s/ Katherine K. Clark
----------------------
Katherine K. Clark
President and Chief Executive Officer
(Duly Authorized Officer)
Date: August 11, 2000 By: /s/ Frederick S. Rolandi, III
-----------------------------
Frederick S. Rolandi, III
Vice President and Chief Financial
Officer
(Chief Accounting Officer)
16
