SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _____ to _____ .
Commission File Number: 0-26130
LEGATO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3077394
(State of incorporation) (I.R.S. Employer
Identification No.)
3210 Porter Drive
Palo Alto, California 94304
(Address of principal executive offices)
(415) 812-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
(Title of each class).
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 1997 was approximately $327,697,326. Shares of
Common Stock held by each officer and director have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of the registrant's common stock as of
February 28, 1997 was 17,161,152.
DOCUMENTS INCORPORATED BY REFERENCE
Part III - Portions of the registrant's definitive Proxy Statement to be issued
in conjunction with the registrant's Annual Meeting of Stockholders to be held
on May 15, 1997.
<PAGE>
LEGATO SYSTEMS, INC.
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996
Table of Contents
PART I
Item 1 Business ........................................................ 1
Item 2 Properties ...................................................... 13
Item 3 Legal Proceedings ............................................... 13
Item 4 Submission of Matters to a Vote of Security Holders ............. 14
Item 4a Officers of the registrant ...................................... 14
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters ............................................. 15
Item 6 Selected Consolidated Financial Data ............................ 16
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................... 16
Item 8 Consolidated Financial Statements and Supplementary Data ........ 21
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure......................................... 38
PART III
Item 10 Directors and Executive Officers of the Registrant .............. 38
Item 11 Executive Compensation .......................................... 38
Item 12 Security Ownership of Certain Beneficial Owners and Management .. 38
Item 13 Certain Relationships and Related Transactions .................. 38
PART IV
Item 14 Exhibits, Financial Statement Schedule and Reports on Form 8-K .. 39
Signatures ............................................................... 43
<PAGE>
PART I
ITEM 1. BUSINESS
The discussion in this report on Form 10-K contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in this item under the heading "Risk
Factors."
Legato Systems, Inc. ("Legato" or the "Company") was incorporated in
Delaware in September 1988. The Company develops, markets and supports network
storage management software products for heterogeneous client/server computing
environments. The Company believes it is currently a technology leader in the
network storage management software market because of the heterogeneity,
scalability, performance and ease of use of its software products. The Company's
NetWorker software supports many storage management server platforms and can
accommodate a variety of clients, servers and storage devices. The Company's
long term strategy is to create an integrated set of solutions centered around
storage management that enhance and simplify network computing as a whole.
The Company utilizes multiple distribution channels, including resellers,
OEMs and direct sales, as a part of the Company's strategy to achieve
comprehensive coverage in the market. The Company licenses its source code to
leading computer system and software suppliers, including Amdahl, Banyan, Data
General, Digital, ICL, Siemens Nixdorf, Silicon Graphics, Sony, SunSoft,
Nihon-Unisys and Unisys, which port the products to their proprietary platforms,
sell the products through their direct and indirect distribution channels and
provide primary support for the products after installation. These relationships
enable the Company to reach a broad customer base, while reducing development,
support and product costs.
Background
The Company's NetWorker software has been designed to address the emerging
requirements of storage management in client/server computing environments.
NetWorker employs a client/server architecture in which a server centralizes
storage management services for a wide variety of clients, including servers and
desktop computers. NetWorker provides a cost-effective storage management
solution that scales to support large networks, supports heterogeneous
client/server computing environments, accomplishes storage management tasks
within stringent time constraints, reduces the cost of network administration
and employs an easy-to-use graphical user interface. The core elements of the
Legato solution include:
Scalability. The Company's storage management architecture is designed to
be scaleable so that it can grow with an expanding network and accommodate a
wide range of storage management needs. The Company's storage server family can
be configured or expanded to meet the storage requirement needs of a changing
and dynamic network. The Company's storage management architecture is modular,
so that clients, servers and storage devices can be upgraded or added without
requiring redesign of the entire system. An existing server can be quickly
upgraded to a more powerful server with minimal modification. Furthermore, the
Company's storage management architecture can adapt to growing networks with its
ability to easily add clients to a given storage management server. For example,
a single NetWorker storage management server has been employed to manage data
located on hundreds of clients ranging from desktop computers to large file
servers.
Heterogeneity. The Company's storage management solutions are designed to
support a wide range of servers, clients and storage devices. The Company's
family of storage management server products operates on NetWare, Windows NT,
and UNIX systems (Solaris, AIX, HP-UX and SCO UNIX), as well as on UNIX systems
offered by the Company's OEMs such as Amdahl, Banyan, Data General, Digital,
ICL, Siemens Nixdorf, Silicon Graphics, Sony, SunSoft, Nihon-Unisys and Unisys.
Server and desktop computer clients supported include DOS, NetWare, Macintosh,
OS/2, UNIX, Vines, Windows and Windows NT. Storage devices supported include all
popular tape drives, and optical and tape robotic storage devices. All NetWorker
server platforms inter-operate with all supported clients. As a result,
customers can mix and match clients and servers as necessary to meet their
specific requirements.
Performance. Organizations need to accomplish storage management functions
(which tend to consume network bandwidth as large amounts of data are
transferred over the network) during a network's off-peak hours. The Company's
NetWorker storage management server can process data from many clients in
parallel, allowing high volumes of network data to be managed within stringent
time constraints. NetWorker is designed to take advantage of improvements in the
physical environment to deliver higher performance. As networks employ
higher-speed computers, faster and increased capacity storage devices and higher
bandwidth networking technologies, NetWorker can exploit these capabilities to
move data quickly. The Company recently introduced a series of optimized storage
servers, Power Edition, which is based upon its core technology and is targeted
for very large databases or data centers that further increases the performance
and scalability of the Company's products.
Ease of Use. The Company's storage management solutions have been designed
to be easy to use for both network administrators and end users. The Company's
storage management architecture permits a network administrator to perform the
storage management function for the entire network either from the storage
server or a client. The network administrator can access the Company's products
through a number of graphical user interfaces, including Windows, Windows NT and
Motif. Network administrators can also automate their storage operations by
adding robotic storage libraries, further reducing the need for human
intervention. Finally, the Company's storage management architecture supports a
simple user interface that permits end users to access or recover copies of
their files without the need for intervention by the network administrator.
Architecture
The most basic function of a storage management system is data protection.
The process of data protection involves making backup copies of data stored on
hard disks onto low-cost, high capacity removable media such as tapes and
optical disks.
The Company's extensible storage management architecture provides reliable
data protection services. Data may be managed according to the application that
produces it. For example, a relational database may be frequently updated. To
back up this kind of database efficiently, it is necessary to understand how the
database is constructed, so that a consistent copy of the database can be made
while it is undergoing change and while the database is "on-line." The Company's
storage management architecture can accommodate the data produced by different
applications because of its Application Specific Module ("ASM") technology. Each
ASM can be tailored to the specific storage management needs of a particular
kind of application data, and all ASMs are implemented using a modular
architecture designed to permit new ASMs to be easily integrated into the
Company's storage offerings.
Once data is read from the client hard disk, it is transmitted to the
storage management software that resides on the storage server using
industry-standard communications protocols such as TCP/IP and SPX/IPX. A
high-performance, integrated database is fundamental to the storage management
server engine. This database has two roles: to keep track of where the storage
management server has stored the data, and to keep track of what data is stored.
The Company's storage management architecture makes it possible for clients to
query the database as to what data is under management and to access this data
themselves. This enables novice users to directly access the system, thereby
reducing the burden on network administrators.
One of the most critical ways the Company's storage management architecture
achieves its ability to accommodate an increasing number of clients while
retaining high performance is by implementing parallel data transfers from the
clients to the storage management server in the same way that adding more
tellers to serve customers allows a bank to process more transactions in the
same amount of time. When an additional client's data is managed, it may be
scheduled for processing by the storage management server at the same time as
the data from other clients. Thus, one slow client need not slow down the entire
storage management process. The Company's storage management architecture
achieves this parallelism by writing multiple client data streams to the tape
simultaneously. This allows the full bandwidth of the tape drive to be used as
the data from many clients can be delivered to the tape drive in the same amount
of time as the data from one client. As a result, one high-capacity tape drive
can be shared effectively by more than one client on the network, and therefore,
it may not be necessary to purchase several tape drives to accomplish data
protection in the required amount of time.
An increasingly important function of the storage management architecture
to some end users is to facilitate the management of data according to its
criticality. As an example, a set of quarterly reports may be grouped together
and filed away. This data may not need to be accessed on a regular basis, but
may need to be retrievable for a period of years because of certain regulatory
requirements. This class of data is termed "archive" data, because it may be
filed away for future reference and need not be kept on-line. When archived data
is needed, it must be explicitly retrieved, typically from offsite storage. It
is also possible to archive data in such a way that it appears to be on-line,
when it in reality is stored elsewhere. This process is referred to as
"hierarchical storage management." The indexing technology embedded within the
Company's storage products is designed to support the management of protected,
archived, and hierarchically managed data.
To reduce the burden on expensive administrative staff, the Company's
storage management architecture allows the storage management server to be
managed remotely, from an easy-to-use, graphical user interface familiar to the
administrator. The use of a common administrative protocol developed by the
Company greatly facilitates the development of diverse user interfaces that
support remote administration. The Company's family of storage management
products can also automate a wide range of storage management functions and can
employ robotic storage devices to remove the need for human intervention to
retrieve a particular piece of removable storage media.
Products
The Company's family of storage management server software - NetWorker -
provides network storage management services for a wide variety of platforms.
NetWorker consists of two basic components: a client module that accesses the
data being managed, and a server module that performs the protection, management
and control of network data. Typically, the server module is selected to run on
the platform most familiar to the administrative staff in an organization; the
client modules are selected according to the type of computers installed on the
network. Server software is available from the Company for NetWare, Windows NT
and several UNIX platforms, including IBM, HP and Sun versions of UNIX. A number
of applications and enhancements options are available for the storage server.
The base NetWorker server product provides data protection services for
clients and includes client software for the same platform as the NetWorker
server, as well as support for a set of popular non-robotic storage devices. In
multiple platform environments, client software for dissimilar platforms must be
purchased. The following client packages are currently available: (i) ClientPak
for UNIX, which supports a diverse set of UNIX clients; (ii) ClientPak for PC
Desktops, which supports DOS, OS/2, Windows and Windows NT; (iii) ClientPak for
Windows NT; (iv) ClientPak for NetWare and (v) ClientPak for Macintosh.
NetWorker for UNIX is licensed by the number of clients to be supported and
has the following storage management server options available: (i) Client
Connections - the ability to increase the number of clients of the storage
management server beyond the ten supported by the base product; (ii) Archive -
the ability to archive data; (iii) Autochanger - the ability to employ tape and
optical jukeboxes of varying capacities; (iv) StorSuite - the ability to manage
migrated files to less costly media; (v) BusinesSuite - a family of add-on
modules tailored for databases and business applications; (vi) SNMP Modules -
the ability to integrate with leading network management frameworks; (vii) Silo
Support - the ability to leverage mainframe-class storage silos; and (viii) High
Speed Device Support - the ability to utilize high speed devices.
NetWorker for Windows NT is Microsoft BackOffice certified and licensed by
the number of clients to be supported and has the following storage management
server options available: (i) Client Connections - the ability to increase the
number of clients of the storage management server beyond the ten supported by
the base product; (ii) Archive - the ability to archive data; (iii) Autochanger
- - the ability to employ tape and optical jukeboxes of varying capacities; (iv)
BusinesSuite - a family of add-on modules tailored for databases and business
applications such as SQL Server and Exchange Server; (v) SNMP Module - the
ability to integrate with leading network management frameworks; and (vi) Open
File Manager - the ability to protect open files.
NetWorker for NetWare is licensed by the number of clients to be supported
and has the following storage management server options available: (i) Client
Connections - the ability to increase the number of clients of the storage
management server beyond the ten supported by the base product; (ii) Archive -
the ability to archive data; (iii) Autochanger - the ability to employ tape and
optical jukeboxes of varying capacities; (iv) Mainframe Module -- the ability to
store data on storage devices attached to a mainframe; and (v) Open File Manager
- - the ability to protect open files.
To address customers with requirements limited to backing up a single UNIX,
Windows NT or NetWare server to a single tape drive, the Company introduced
Legato Data Backup Utility ("LDBU"). LDBU is an effective and easy to use
entry-level solution that allows administrators to take advantage of high
functionality storage management software. LDBU therefore provides a clear
migration path to Legato's NetWorker products as customers' requirements grow.
NetWorker for NetWare, Network Edition has an end user list price of
$2,000, while a fully configured NetWare product can have an end user list price
of over $10,000. NetWorker for UNIX, Server Edition, has an end user list price
of $3,000, and the Network Edition has an end user list price of $6,000. A fully
configured UNIX product can have an end user list price of over $50,000,
depending upon the number of licensed client connections. NetWorker for Windows
NT, Network Edition has an end user list price of $2,000, while a fully
configured Windows NT product can have an end user list price of over $30,000.
The LDBU product can be obtained for a nominal shipping and handling charge.
Sales and Marketing
The Company's strategy is to deploy a comprehensive sales, marketing and
support infrastructure to meet the storage management needs of users of complex
client/server networks, both in North America and overseas. The Company uses
multiple distribution channels to reach end user customers, which range in size
from individual corporate departments or small businesses to large multinational
corporations. Network storage management software may be utilized in a broad
range of industries. The range of channels includes resellers, OEMs and direct
sales. The Company has established regional sales offices to increase the
effectiveness of and support to the Company's channel partners.
Resellers
Domestic Premier Reseller Program. The Company's Domestic Premier Reseller
program is a significant source of revenue in North America. The Premier
Reseller program enables third-party integrators specializing in storage
management and client/server network solutions to provide end user customers
with complete solutions, including systems and storage hardware, complementary
software and the Company's software. The reseller is responsible for managing
the sales and installation process in each customer situation. In large, complex
opportunities, the Company's support personnel work with the reseller to provide
technical support. This approach enables the Company to cost effectively achieve
broader market coverage, while maintaining close contact with end user customers
in order to obtain input on product direction and to monitor customer
satisfaction. The Company provides sales and pre-sale technical support to
business partners and end user customers from the Company's headquarters in Palo
Alto and from regional offices in the Boston, Chicago, Houston, Los Angeles, New
York, Seattle, Toronto, and Washington, D.C. metropolitan areas.
Domestic Distributor Program. To further expand coverage in the
marketplace, the Company sells its products to large regional and national
distributors who sell the Company's products to resellers with expertise in
integrating network solutions for end users. The Company provides support to
these network solutions resellers in the form of an Authorized Reseller program.
The Company currently has relationships with various major distributors,
including Access Graphics, Anthem Electronics, Gates/Arrow, Ingram Micro and
TechData.
International Reseller and Distributor Programs. The Company has
implemented similar reseller and distributor programs internationally. The
Company's international sales and support headquarters in Amsterdam currently
operates regional offices for Northern Europe (London), Central Europe (Munich)
and Southern Europe (Paris) to support resellers and distributors throughout
Europe. The Company has also opened a sales office in Australia for sales and
support to South Asia. Sales and support to Northern Asia and Latin America is
headquartered out of Palo Alto.
International product sales were $10.7 million, $4.7 million and $2.4
million, representing 20 percent, 16 percent and 15 percent of total revenues in
1996, 1995 and 1994, respectively. The majority of international sales during
these periods were made in Europe. The Company believes that international
markets present an attractive growth opportunity and is expanding the scope of
its international operations. The Company has engaged, and intends to add,
international distributors in targeted countries and is developing joint
marketing programs with certain distributors. To facilitate penetration in
certain markets, the Company, on its own and in cooperation with certain
international distributors, is in the process of localizing certain of its
products to targeted languages.
The Company also relies significantly on its resellers for the marketing
and distribution of its products. The Company's agreements with resellers are
generally not exclusive and in many cases may be terminated by either party
without cause. Many of the Company's resellers carry product lines that are
competitive with those of the Company. There can be no assurance that these
resellers will give a high priority to the marketing of the Company's products
or that they will continue to carry the Company's products. Events or
occurrences of this nature could materially adversely affect the Company's
business, operating results and financial condition.
OEMs
Source Code OEM Program. The source code OEM program generates significant
royalty revenues for the Company. Under this program, the Company licenses its
software products, in source code form, to leading computer system and software
suppliers from which the Company receives an initial license fee and ongoing
royalty revenue. The OEM partner is then responsible for porting the Company's
software to its unique operating system environment, testing it, selling it
through the OEM partner's direct sales force and distribution channels and
providing the primary customer support after installation. The OEM partners
generally have exclusive rights to the products on their proprietary platforms
(subject to certain minimum royalty obligations), but in certain cases, work
cooperatively to incorporate their enhancements into the Company's storage
products on an ongoing basis. The benefit of this approach for end users is that
they can acquire the Company's family of storage management products as part of
a complete systems solution from a single vendor, with such vendor providing a
single point of contact for customer support. The benefit to the Company has
been access to its OEM partners' customer bases, both in North America and
overseas, without a commensurate investment in fixed expense. The Company
currently has source code OEM agreements in place with several computer system
and software suppliers, including Amdahl, Banyan, Data General, Digital, ICL,
Siemens Nixdorf, Silicon Graphics, Sony, SunSoft, Nihon-Unisys and Unisys.
Strategic Partner Program. The Strategic Partner program is an alternative
to the source code OEM program for major system providers who wish to offer the
Company's products along with theirs, but prefer not to make an investment in
enhancing the base Legato product. For example, SunSoft, a private label
reseller, licenses the object code for the standard Legato products and sells
and supports the products under the SunSoft logo as described above for the
source code OEM program. The Company also has established a strategic
partnership with Hewlett-Packard.
The source code OEMs and strategic partner programs accounted for
approximately 24 percent and 28 percent of the Company's total revenues in 1996
and 1995, respectively. SunSoft accounted for approximately 11 percent of total
revenues for each of the years ended December 31, 1996 and 1995. There can be no
assurance that such customers will continue to account for a significant
percentage of the Company's revenues in the future. The Company is currently
investing, and intends to continue to invest, significant resources to develop
this channel, which could materially adversely affect the Company's operating
margins. There can be no assurance that the Company will be successful in its
efforts to increase the revenues represented by this channel. The Company is
dependent upon its OEMs' ability to develop new products, applications and
product enhancements on a timely and cost-effective basis that will meet
changing customer needs and respond to emerging industry standards and other
technological changes. There is no assurance that the Company's OEMs will
effectively meet these technological challenges. These OEMs are not within the
control of the Company, may incorporate into their products the technologies of
other companies in addition to those of the Company and are not obligated to
purchase products from the Company. There can be no assurance that any OEM will
continue to carry the Company's products, and the inability to recruit, or the
loss of, important OEMs could materially adversely affect the Company's
business, operating results and financial condition. See "Risk Factors -- Risks
Associated with Strategy of Expanding OEM Channel; Reliance on Resellers."
Direct Sales and Marketing
Direct Sales Program. As network storage management applications increase
in strategic importance to major enterprises, the Company has recognized the
need to establish even closer relationships with its largest corporate clients.
Customers participating in the Company's direct sales program have an assigned
salesperson and Company executive contact, participate in the Company's
technical exchange program and work closely with the Company to develop project
plans for installations over a period of time. The direct sales representatives
coordinate business partner activity across the customer's enterprise and
closely monitors customer satisfaction.
Corporate Marketing. The Company supports its resellers and OEMs with
extensive marketing programs designed to establish the Company's image in key
markets and to generate end user demand. The Company participates in trade shows
and advertises in key network systems publications and on the World Wide Web.
Leads are qualified by the Company's inside sales staff and provided to its
channel partners. Additionally, resellers and distributors are provided with
promotional and educational materials and can qualify for market development
funding for specific promotional activities tailored for their solutions and
geography.
Customer Service and Support
The Company employs systems engineers who work closely with the Company's
direct sales personnel to assist resellers and end users with pre-sales and
post-sales support matters. In addition, Legato employs a centralized support
organization which provides customers with technical support, education,
training and consulting services. The organization consists of an experienced
staff of technical support engineers providing telephone and electronic support
via electronic mail, facsimile and CompuServe from the Company's offices in Palo
Alto, California and Toronto, Canada. The sales and customer support
organizations at the Company work closely together to ensure overall customer
satisfaction.
Technical Support. The Company offers software updates, telephone and
electronic support and on-site reviews to its customers. Customers who register
the Company's products receive software updates and technical support free of
charge for one month after initial purchase. Beyond the initial one month
period, customers may purchase remote technical support and software updates as
needed. Customers also have the option to purchase annual Software Subscriptions
that extend the covered support period for an additional 12 month period.
Software Subscription customers receive software updates and telephone or
electronic support from 6 a.m. to 6 p.m. Pacific time. Software Subscription
annual fees are generally equivalent to 18 percent of the current list price of
the products under license to such customers. The Company also offers premium
technical support, which includes a one year contract covering five-day, 24-hour
technical phone support, one annual on-site review, and a monthly teleconference
with a designated Senior Legato Technical Engineer and Problem Escalation
Manager. Premium technical support pricing begins at $20,000 per year, in
addition to the basic software subscription fee. Premium technical support
customers have the option to purchase seven-day, 24-hour technical phone support
for an incremental cost of $10,000 per year.
In recent years, the Company's installed base of customers has
significantly increased, as have the number of customers purchasing software
subscription contracts. From time to time, the Company receives customer
complaints about the timeliness and accuracy of customer support. Although the
Company plans to add customer support personnel in order to address current
customer support needs and intends to closely monitor progress in this area,
there can be no assurance that these efforts will be successful.
Education and Training. The Company offers education and training to end
users and resellers. Training classes are offered through in-house facilities at
the Company's offices in Palo Alto, as well as at off-site locations. The
Company also provides on-site training services upon request by customers. Fees
for education and training services are charged separately from the Company's
software products.
Consulting. The Company's consultants are available to work closely with
customers' information systems organizations. These consulting services
generally consist of assisting customers in setting up more complex
installations or tailoring the Company's software products to achieve higher
performance or a higher degree of automation. Fees for consulting services are
charged separately from the Company's software products.
Research and Development
Since its inception, the Company has made substantial investments in
product development. In addition, the Company receives the benefits of
additional testing and product enhancements from each source code OEM's
development group. The Company's future success will depend upon its ability to
develop and introduce new software products (including new releases,
applications and enhancements) on a timely basis that keep pace with
technological developments and emerging industry standards and address the
increasingly sophisticated needs of its customers. In particular, the Company's
strategy is to continue to leverage the NetWorker architecture to enhance the
functionality of the product through new releases, applications and product
enhancements to meet the ongoing storage management requirements of its
customers, including: (i) increased scalability and performance of its products
to keep pace with the growth of large networks, (ii) management of data produced
by an increasing range of applications, including databases, (iii) increased
levels of automation and ease of use of its products aimed at further reducing
administrative costs, including integration with network management
applications, (iv) management of an increasing range of platforms and storage
devices and (v) development of storage management applications that can classify
data according to the timeliness with which an organization needs to access such
data. There can be no assurance that the Company will be successful in
developing and marketing new products that respond to technological change or
evolving industry standards, that the Company will not experience difficulties
that could delay or prevent the successful development, introduction and
marketing of these new products, or that its new products will adequately meet
the requirements of the marketplace and achieve market acceptance. If the
Company is unable, for technological or other reasons, to develop and introduce
new products in a timely manner in response to changing market conditions or
customer requirements, the Company's business, operating results and financial
condition will be materially adversely affected.
As part of the Company's ongoing development process, the Company released
several new versions of NetWorker during 1996, and intends to release additional
versions of NetWorker, generally on an annual basis. In addition, the Company
released several new products, including new high performance database backup
modules, called BusinesSuite, for Oracle, Informix and SQL, as well as modules
for backup of SAP R/3 applications and Microsoft Exchange. In addition, the
Company released an expanded set of autoloader support including mainframe silos
and high speed devices aimed at enterprise installations. Finally, the Company
released a new optimized server platform, Power Edition, for very large
databases. Some of the Company's competitors currently offer certain of these
potential new products. Due to the complexity of client/server software and the
difficulty in gauging the engineering effort required to produce these potential
new products, such potential new products are subject to significant technical
risks. There can be no assurance that such potential new products will be
introduced on a timely basis or at all. See "Risk Factors-- Dependence on New
Software Products; Rapid Technological Change."
The Company's total expenses for research and development were $9.2
million, $4.5 million and $2.9 million, for 1996, 1995 and 1994, respectively.
The Company anticipates that it will continue to commit substantial resources to
research and development in the future. To date, the Company's development
efforts have not resulted in any capitalized software development costs.
Competition
The network storage management market is intensely competitive, highly
fragmented and characterized by rapidly changing technology and evolving
standards. Competitors vary in size and in the scope and breadth of the products
and services offered. The Company's major competitors on the Novell NetWare and
Windows NT platforms include Computer Associates (Cheyenne Software) and Seagate
(Palindrome and Arcada); on the Sun Solaris/SunOS platform include OpenVision,
Peripheral Devices (Delta Microsystems), Software Moguls, EMC2 (Epoch), Spectra
Logic and Computer Associates (Legent/Lachman); on the AIX platform include IBM;
and on the HP-UX platform include Hewlett Packard. In the future, as the Company
enters new markets, the Company expects that such markets will have additional,
market-specific competitors. In addition, many of the Company's existing
competitors are broadening their platform coverage. The Company also expects
increased competition from systems and network management companies, especially
those that have historically focused on the mainframe market and are broadening
their focus to include the client/server market. In addition, because there are
relatively low barriers to entry in the software market, the Company expects
additional competition from other established and emerging companies. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which could materially adversely affect the
Company's business, operating results and financial condition.
The Company believes that the principal competitive factors affecting its
market include product features (such as heterogeneity, scalability, performance
and ease of use), brand name recognition, quality, price, customer service and
support and the effectiveness of sales and marketing efforts. Although the
Company believes that its products currently compete favorably with respect to
certain of these factors, there can be no assurance that the Company can
maintain its competitive position against current and potential competitors,
especially those with significantly greater financial, marketing, service,
support, technical and other resources.
Many of the Company's current and potential competitors have significantly
greater financial, technical, marketing and other resources than the Company. As
a result, they may be able to respond more quickly to new or emerging
technologies and changes in customer requirements, or to devote greater
resources to the development, promotion, sale and support of their products than
the Company. The Company also expects that competition will increase as a result
of future software industry consolidations, which have occurred in the network
storage management market in the past. In addition, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. In addition, network operating system vendors could
introduce new or upgrade existing operating systems or environments that include
storage management functionality offered by the Company's products, which could
render the Company's products obsolete and unmarketable. There can be no
assurance that the Company will be able to compete successfully against current
or future competitors or that competitive pressures faced by the Company will
not materially adversely affect its business, operating results and financial
condition.
Employees
As of December 31, 1996, the Company had a total of 303 employees. Of the
total, 85 were in sales and marketing, 68 in customer service and support, 102
in research and development, 45 in finance and administration and 3 in
operations. The Company's future success depends in significant part upon the
continued service of its key technical and senior management personnel and its
continuing ability to attract and retain highly qualified technical and
managerial personnel. Competition for such personnel is intense, and there can
be no assurance that the Company can retain its key technical and managerial
employees or that it can attract, assimilate or retain other highly qualified
technical and managerial personnel in the future. None of the Company's
employees are represented by a labor union. The Company has not experienced any
work stoppages and considers its relations with its employees to be good.
Risk Factors
In addition to the other information in this Report on Form 10-K, the
following risk factors should be considered carefully in evaluating the Company
and its business:
Fluctuations in Quarterly Operating Results; Future Operating Results Uncertain
The Company's quarterly operating results have in the past varied and may
in the future vary significantly depending on a number of factors, including the
size and timing of significant orders; increased competition; market acceptance
of new products, applications and product enhancements; changes in pricing
policies by the Company and its competitors; the ability of the Company to
timely develop, introduce and market new products, applications and product
enhancements and to control costs; the Company's success in expanding its sales
and marketing programs; technological changes in the network storage management
market; the mix of sales among the Company's channels; deferrals of customer
orders in anticipation of new products, applications or product enhancements;
changes in Company strategy; personnel changes; and general economic factors.
The Company's future revenues are difficult to predict. The Company
operates with virtually no order backlog because its software products typically
are shipped shortly after orders are received. In addition, the Company does not
recognize revenues on sales to domestic distributors until the products are sold
through to end users. As a result, product revenues in any quarter are
substantially dependent on orders booked and shipped and on sell-through to end
users in that quarter. Revenues for any future quarter are not predictable with
any significant degree of certainty. Product and software subscription revenues
are also difficult to forecast because the network storage management market is
rapidly evolving and the Company's sales cycle varies substantially from
customer to customer. Royalty and license revenues are substantially dependent
upon sales by OEMs of their products that incorporate the Company's software.
Accordingly, royalty and license revenues are subject to OEMs' product cycles,
which are also difficult to predict. Royalty and license revenues are further
impacted by fluctuations in licensing activity from quarter-to-quarter, because
initial license fees generally are non-recurring and recognized upon the signing
of the license agreement. The Company's expense levels are based, in part, on
its expectations as to future revenues. If revenue levels are below
expectations, operating results are likely to be adversely affected. Net income
may be disproportionately affected by a reduction in revenues because a
proportionately smaller amount of the Company's expenses varies with its
revenues. As a result, the Company believes that period-to-period comparisons of
its results of operations are not necessarily meaningful and should not be
relied upon as indications of future performance. Due to all of the foregoing
factors, it is possible that in some future quarter the Company's operating
results may be below the expectations of public market analysts and investors.
In such event, the price of the Company's Common Stock would likely be
materially adversely affected.
Product Concentration
The Company currently derives a substantial majority of its revenues from
its NetWorker software products and related services, and the Company expects
that revenues from NetWorker will continue to account for a majority of the
Company's revenues for the foreseeable future. Broad market acceptance of
NetWorker is, therefore, critical to the Company's future success. As a result,
a decline in unit prices of or demand for NetWorker, or failure to achieve broad
market acceptance of NetWorker, as a result of competition, technological change
or otherwise, would have a material adverse effect on the business, operating
results and financial condition of the Company. The life cycle of NetWorker is
difficult to estimate due in large measure to the recent emergence of the
Company's market, the effect of new products, applications or product
enhancements, technological changes in the network storage management
environment in which NetWorker operates and future competition. The Company's
future financial performance will depend in part on the successful development,
introduction and market acceptance of new products, applications and product
enhancements. There can be no assurance that the Company will continue to be
successful in marketing NetWorker or any new products, applications or product
enhancements.
Competition
The network storage management market is intensely competitive, highly
fragmented and characterized by rapidly changing technology and evolving
standards. Competitors vary in size and in the scope and breadth of the products
and services offered. Increased competition is likely to result in price
reductions, reduced gross margins and loss of market share, any of which could
materially adversely affect the Company's business, operating results and
financial condition. Many of the Company's current and potential competitors
have significantly greater financial, technical, marketing and other resources
than the Company. As a result, they may be able to respond more quickly to new
or emerging technologies and changes in customer requirements, or to devote
greater resources to the development, promotion, sale and support of their
products than the Company. The Company also expects that competition will
increase as a result of future software industry consolidations, which have
occurred in the network storage management market in the past. In addition,
current and potential competitors have established or may establish cooperative
relationships among themselves or with third parties. Accordingly, it is
possible that new competitors or alliances among competitors may emerge and
rapidly acquire significant market share. In addition, network operating system
vendors could introduce new or upgrade existing operating systems or
environments that include storage management functionality offered by the
Company's products, which could render the Company's products obsolete and
unmarketable. There can be no assurance that the Company will be able to compete
successfully against current or future competitors or that competitive pressures
faced by the Company will not materially adversely affect its business,
operating results and financial condition. See "Business -- Competition."
Dependence on New Software Products; Rapid Technological Change
The network storage management market is characterized by rapid
technological change, changing customer needs, frequent new software product
introductions and evolving industry standards. The introduction of products
embodying new technologies and the emergence of new industry standards could
render the Company's existing products obsolete and unmarketable. The Company's
future success will depend upon its ability to develop and introduce new
software products (including new releases, applications and enhancements) on a
timely basis that keep pace with technological developments and emerging
industry standards and address the increasingly sophisticated needs of its
customers. There can be no assurance that the Company will be successful in
developing and marketing new products that respond to technological changes or
evolving industry standards, that the Company will not experience difficulties
that could delay or prevent the successful development, introduction and
marketing of these new products, or that its new products will adequately meet
the requirements of the marketplace and achieve market acceptance. If the
Company is unable, for technological or other reasons, to develop and introduce
new products in a timely manner in response to changing market conditions or
customer requirements, the Company's business, operating results and financial
condition will be materially adversely affected. The Company currently has plans
to introduce and market several potential new products in the next twelve
months. Some of the Company's competitors currently offer certain of these
potential new products. Due to the complexity of client/server software and the
difficulty in gauging the engineering effort required to produce these potential
new products, such potential new products are subject to significant technical
risks. There can be no assurance that such potential new products will be
introduced on a timely basis or at all. In the past, the Company has experienced
delays in the commencement of commercial shipments of its new products,
resulting in customer frustrations and delay or loss of product revenues. If
potential new products are delayed or do not achieve market acceptance, the
Company's business, operating results and financial condition will be materially
adversely affected. The Company has also, in the past, experienced delays in
purchases of its products by customers anticipating the launch of new products
by the Company. There can be no assurance that material order deferrals in
anticipation of new product introductions will not occur.
Software products as complex as those offered by the Company may contain
undetected errors or failures when first introduced or as new versions are
released. The Company has in the past discovered software errors in certain of
its new products after their introduction and has experienced delays or lost
revenues during the period required to correct these errors. Although the
Company has not experienced material adverse effects resulting from any such
errors to date, there can be no assurance that, despite testing by the Company
and by current and potential customers, errors will not be found in new products
after commencement of commercial shipments, resulting in loss of or delay in
market acceptance, which could have a material adverse effect upon the Company's
business, operating results and financial condition.
Risks Associated with Strategy of Expanding OEM Channel; Reliance on Resellers
An integral part of the Company's strategy is to increase the proportion of
the Company's customers licensed through OEMs. There can be no assurance that
such customers will continue to account for a significant percentage of the
Company's revenues in the future. The Company is currently investing, and
intends to continue to invest, significant resources to develop this channel,
which could materially adversely affect the Company's operating margins. There
can be no assurance that the Company will be successful in its efforts to
increase the revenues represented by this channel. The Company is dependent upon
its OEMs' ability to develop new products, applications and product enhancements
on a timely and cost-effective basis that will meet changing customer needs and
respond to emerging industry standards and other technological changes. There is
no assurance that the Company's OEMs will effectively meet these technological
challenges. These OEMs are not within the control of the Company, may
incorporate into their products the technologies of other companies in addition
to those of the Company and are not obligated to purchase products from the
Company. In addition, the Company's OEMs generally have exclusive rights to the
Company's technology on their respective platforms, subject to certain minimum
royalty obligations. There can be no assurance that any OEM will continue to
carry the Company's products, and the inability to recruit, or the loss of,
important OEMs could materially adversely affect the Company's business,
operating results and financial condition.
The Company also relies significantly on its distributors, systems
integrators and value added resellers (collectively, "resellers") for the
marketing and distribution of its products. The Company's agreements with
resellers are generally not exclusive and in many cases may be terminated by
either party without cause. Many of the Company's resellers carry product lines
that are competitive with those of the Company. There can be no assurance that
these resellers will give a high priority to the marketing of the Company's
products (they may, in fact, give a higher priority to other products, including
the products of competitors) or that they will continue to carry the Company's
products. Events or occurrences of this nature could materially adversely affect
the Company's business, operating results and financial condition. The Company's
results of operations could also be materially adversely affected by changes in
reseller inventory strategies, which could occur rapidly, and in many cases, may
not be related to end user demand. There can be no assurance that the Company
will retain any of its current resellers, nor can there be any assurance that,
in such event, the Company will be successful in recruiting replacement or new
organizations to represent it. Any such changes in the Company's distribution
channels could materially adversely affect the Company's business, operating
results and financial condition.
International Operations; Risks Associated with International Sales
The Company believes that its continued growth and profitability will
require further expansion of its international operations. In order to
successfully expand international sales, the Company must establish additional
foreign operations, hire additional personnel and recruit additional
international resellers. This will require significant management attention and
financial resources and could materially adversely affect the Company's
operating margins. To the extent that the Company is unable to effect these
additions in a timely manner, the Company's growth, if any, in international
sales will be limited, and the Company's business, operating results and
financial condition could be materially adversely affected. In addition, there
can be no assurance that the Company will be able to maintain or increase
international market demand for the Company's products. The Company's
international sales are currently denominated in U.S. dollars. An increase in
the value of the U.S. dollar relative to foreign currencies could make the
Company's products more expensive and, therefore, potentially less competitive
in those markets. In some markets, localization of the Company's products is
essential to achieve market penetration. The Company may incur substantial costs
and experience delays in localizing its products, and there can be no assurance
that any localized product will ever generate significant revenues. In addition,
the Company relies significantly on its distributors and other resellers in
international sales efforts. Since these distributors and other resellers are
not employees of the Company and typically do not offer the Company's products
exclusively, there can be no assurance that they will continue to market the
Company's products. Additional risks inherent in the Company's international
business activities generally include unexpected changes in regulatory
requirements, tariffs and other trade barriers, lack of acceptance of localized
products, if any, in foreign countries, longer accounts receivable payment
cycles, difficulties in managing international operations, potentially adverse
tax consequences including restrictions on the repatriation of earnings, and the
burdens of complying with a wide variety of foreign laws. There can be no
assurance that such factors will not have a material adverse effect on the
Company's future international sales and, consequently, the Company's business,
operating results and financial condition.
Management of Expanding Operations
The Company has recently experienced a period of significant expansion of
its operations that has placed a significant strain upon its management systems
and resources. In addition, the Company has recently hired a significant number
of employees, and plans to further increase its total headcount. The Company
also plans to expand the geographic scope of its customer base and operations.
This expansion has resulted and will continue to result in substantial demands
on the Company's management resources. From time to time, the Company receives
customer complaints about the timeliness and accuracy of customer support.
Although the Company plans to add customer support personnel in order to address
current customer support needs and intends to closely monitor progress in this
area, there can be no assurance that these efforts will be successful. If the
Company's efforts are not successful, the Company's business, operating results
and financial condition could be materially adversely affected. The Company's
ability to compete effectively and to manage future expansion of its operations,
if any, will require the Company to continue to improve its financial and
management controls, reporting systems and procedures on a timely basis and
expand, train and manage its employee work force. There can be no assurance that
the Company will be able to do so successfully. The Company's failure to do so
could have a material adverse effect upon the Company's business, operating
results and financial condition.
Dependence Upon Key Personnel
The Company's future performance also depends in significant part upon the
continued service of its key technical and senior management personnel, none of
whom is bound by an employment agreement. The loss of the services of one or
more of the Company's officers or other key employees could have a material
adverse effect on the Company's business, operating results and financial
condition. The Company's future success also depends on its continuing ability
to attract and retain highly qualified technical and managerial personnel.
Competition for such personnel is intense, and there can be no assurance that
the Company can retain its key technical and managerial employees or that it can
attract, assimilate or retain other highly qualified technical and managerial
personnel in the future.
Dependence on Growth in the Network Storage Management Market; General Economic
and Market Conditions
All of the Company's business is in the network storage management market,
which is still an emerging market. The Company's future financial performance
will depend in large part on continued growth in the number of organizations
adopting network storage management solutions for their client/server computing
environments. There can be no assurance that the market for network storage
management will continue to grow. If the network storage management market fails
to grow or grows more slowly than the Company currently anticipates, the
Company's business, operating results and financial condition would be
materially adversely affected. During recent years, segments of the computer
industry have experienced significant economic downturns characterized by
decreased product demand, production overcapacity, price erosion, work slowdowns
and layoffs. The Company's operations may in the future experience substantial
fluctuations from period-to-period as a consequence of such industry patterns,
general economic conditions affecting the timing of orders from major customers,
and other factors affecting capital spending. There can be no assurance that
such factors will not have a material adverse effect on the Company's business,
operating results or financial condition.
Dependence on Proprietary Technology; Risks of Infringement
The Company depends significantly upon proprietary technology. The Company
relies on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect its proprietary
rights. The Company seeks to protect its software, documentation and other
written materials under trade secret and copyright laws, which afford only
limited protection. There can be no assurance that the Company will develop
proprietary products or technologies that are patentable, that any issued patent
will provide the Company with any competitive advantages or will not be
challenged by third parties, or that the patents of others will not have a
material adverse effect on the Company's ability to do business. Despite the
Company's efforts to protect its proprietary rights, unauthorized parties may
attempt to copy aspects of the Company's products or to obtain and use
information that the Company regards as proprietary. Policing unauthorized use
of the Company's products is difficult, and although the Company is unable to
determine the extent to which piracy of its software products exists, software
piracy can be expected to be a persistent problem. In selling its products, the
Company relies primarily on "shrink wrap" licenses that are not signed by
licensees, and, therefore, such licenses may be unenforceable under the laws of
certain jurisdictions. In addition, the laws of some foreign countries do not
protect the Company's proprietary rights to as great an extent as do the laws of
the United States. There can be no assurance that the Company's means of
protecting its proprietary rights will be adequate or that the Company's
competitors will not independently develop similar technology, duplicate the
Company's products or design around patents issued to the Company or other
intellectual property rights of the Company.
There has also been substantial amounts of litigation in the software
industry regarding intellectual property rights. The Company has from time to
time received claims that it is infringing third parties' intellectual property
rights, and there can be no assurance that third parties will not in the future
claim infringement by the Company with respect to current or future products,
trademarks or other proprietary rights. The Company expects that software
product developers will increasingly be subject to infringement claims as the
number of products and competitors in the Company's industry segment grows and
the functionality of products in different industry segments overlaps. Any such
claims, with or without merit, could be time-consuming, result in costly
litigation, cause product shipment delays or require the Company to enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to the Company or at all,
which could have a material adverse effect upon the Company's business,
operating results and financial condition.
Product Liability
The Company's license agreements with its customers typically contain
provisions designed to limit the Company's exposure to potential product
liability claims. In selling its products, the Company relies primarily on
"shrink wrap" licenses that are not signed by licensees, and, therefore, such
licenses may be unenforceable under the laws of certain jurisdictions. As a
result of these and other factors, the limitation of liability provisions
contained in the Company's license agreements may not be effective. The
Company's products can be used to manage data critical to organizations, and, as
a result, the sale and support of products by the Company may entail the risk of
product liability claims. A successful product liability claim brought against
the Company could have a material adverse effect upon the Company's business,
operating results and financial condition.
Possible Volatility of Stock Price
The trading price of the Company's Common Stock has been subject to wide
fluctuations in 1996. The trading price of the Company's Common Stock could be
subject to wide fluctuations in the future in response to quarterly variations
in operating results, announcements of technological innovations or new
products, applications or product enhancements by the Company or its
competitors, changes in financial estimates by securities analysts and other
events or factors. In addition, the stock market has experienced volatility that
has particularly affected the market prices of equity securities of many high
technology companies and that often has been unrelated to the operating
performance of such companies. These broad market fluctuations may adversely
affect the market price of the Company's Common Stock.
ITEM 2. PROPERTIES
The Company's principal administrative, sales, marketing, research and
development facility is located in approximately 96,000 square feet of space in
Palo Alto, California. This facility is leased through August 2006. The Company
currently leases other domestic sales offices throughout the United States, as
well as international offices in Canada, England, Germany, France, Holland, and
Australia.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of security holders during
the fourth quarter of the fiscal year ended December 31, 1996.
ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below are biographical summaries of the current executive
officers of the Company, as of December 31, 1996:
Louis C. Cole, 53, joined the Company as President, Chief Executive Officer
and a Director in June 1989. Since April 1995, Mr. Cole has also served as
Chairman of the Board. Before joining the Company, from March 1987 until July
1988, Mr. Cole served as Executive Vice President responsible for all operating
divisions of Novell, Inc., a publicly held manufacturer of computer networking
and software products. Mr. Cole holds a B.S. in mathematics and education from
Pennsylvania State University at Edinboro.
Kent D. Smith, 47, has served as Executive Vice President and Chief
Operating Officer of the Company since May 1996. He served as Executive Vice
President of Customer Operations from March 1995 to May 1996. Before joining the
Company, from March 1994 until March 1995, Mr. Smith served as Vice President of
Emerging Markets at VeriFone, Inc. ("VeriFone"), a publicly held transaction
automation company. Prior to joining VeriFone, Mr. Smith held a range of sales
and marketing positions in the United States and overseas with IBM Corporation,
a publicly held manufacturer of computers and related products, from 1974 to
1994. Mr. Smith holds a B.A. in German from California State University at
Fullerton and an M.B.A. from the University of Southern California.
Stephen C. Wise, 42, joined the Company in September 1996 as Senior Vice
President of Finance and Administration and Chief Financial Officer. Before
joining the Company, Mr. Wise served as Senior Vice President, Finance at
Novell, Inc. ("Novell") from December 1993 to September 1996. He was Vice
President and Corporate Controller of Novell from January 1991 to December 1993
and was Vice President, Accounting and Planning from January 1990 to January
1991. Mr. Wise holds a B.S. in Accounting from San Jose State University and an
M.B.A. from Santa Clara University.
Gilbert C. Wai, 43, joined the Company in October 1994 as Senior Vice
President of Product Development. Before joining the Company, Mr. Wai served as
Vice President and General Manager of Product Development at Informix Software,
Inc. ("Informix"), a publicly held database software company, from November 1991
until September 1994. From October 1987 to November 1991, Mr. Wai was employed
in various marketing capacities at Informix, most recently as Vice President of
Product Marketing. Mr. Wai holds a B.S. in electrical engineering and computer
science from the University of California at Berkeley.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of the Company is traded on the Nasdaq National Market
under the symbol LGTO. The Company completed its initial public offering and
commenced trading of its common stock on July 6, 1995. The following table sets
forth the high and low closing sales prices of the Company's common stock from
July 6, 1995 through December 31, 1996. Such prices represent prices between
dealers, do not include retail mark-ups, mark-downs or commissions and may not
represent actual transactions.
Share prices have been adjusted to reflect the two-for-one split of the
Company's common stock which was effected July 5, 1996.
High Low
Fiscal 1995
Third Quarter* $14.75 $11.50
Fourth Quarter $19.88 $11.50
Fiscal 1996
First Quarter $21.50 $11.63
Second Quarter $27.50 $17.50
Third Quarter $48.00 $18.25
Fourth Quarter $47.00 $26.75
*Commencing July 6, 1995
As of February 28, 1997, there were approximately 94 holders of record of
the Company's common stock. The Company believes that a significant number of
beneficial owners of its Common Stock hold shares in street name.
The Company has never paid a cash dividend on its common stock and does not
intend to pay cash dividends on its common stock in the foreseeable future.
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
Five Year Summary
<CAPTION>
December 31,
1996 1995 1994 1993 1992
-------------------------------------------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Revenues ................................ $54,249 $29,777 $ 6,405 $12,152 $ 5,749
Gross profit ............................ 49,132 26,734 14,403 9,796 4,374
Income (loss) from operations ........... 13,334 7,382 1,574 268 (1,311)
Net income (loss) ....................... 8,620 5,831 1,773 176 (1,306)
Net income (loss) per share (1) ......... 0.46 0.37 0.14 0.01 (0.26)
Shares used in per share calculations (1) 18,771 15,749 13,116 13,144 5,044
Cash, cash equivalents and investments .. 57,081 49,526 4,031 1,173 134
Working capital ......................... 51,925 38,896 3,113 1,409 475
Total assets ............................ 83,142 59,150 8,274 4,883 2,355
Long-term debt, less current portion .... -- -- -- -- 57
Retained earnings (accumulated deficit) . 11,808 3,188 (2,643 (4,416 (4,592)
Total stockholders' equity .............. 68,388 50,542 4,145 2,347 921
- ----------
<FN>
(1) See Note 1 of Notes to Consolidated Financial Statements
</FN>
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion in this report on Form 10-K contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in Item 1 under the heading "Risk
Factors."
Results of Operations
Overview
The Company develops, markets and supports network storage management
software products for heterogeneous client/server computing environments. The
Company's NetWorker family of software products, from which the Company derives
a substantial majority of its revenues, supports many storage management server
platforms and can accommodate a variety of clients, servers and storage devices.
The Company licenses its product through resellers and directly to end users in
North America, Europe and Asia Pacific. The Company also licenses its source
code in exchange for initial licensing fees to original equipment manufacturers
("OEMs") and receives ongoing royalties from the OEMs product sales.
Substantially all of the OEMs are large computer system and software suppliers
located in the United States, Europe and Asia Pacific.
<PAGE>
Selected elements of the Company's consolidated financial statements are
shown below for the last three years as a percentage of total revenues and as a
percentage change from year to year.
<TABLE>
<CAPTION>
% Increase
% of Total Revenues 1996 1995
Years Ended December 31, Compared Compared
1996 1995 1994 to 1995 to 1994
<S> <C> <C> <C> <C> <C>
Revenues:
Product and other ................... 59.3% 57.0% 71.4% 89% 45%
Royalty and license ................. 23.7 28.4 16.4 52 214
Software subscription ............... 17.0 14.6 12.2 112 117
------- ------- ------- ------- -------
Total revenues ................... 100.0 100.0 100.0 82 82
Cost of revenues:
Product and other ................... 3.8 4.7 5.3 49 60
Software subscription ............... 5.6 5.5 6.9 84 46
------- ------- ------- ------- -------
Gross profit ............................ 90.6 89.8 87.8 84 86
Operating expenses:
Research and development ............ 17.0 15.0 17.7 106 54
Sales and marketing ................. 31.7 36.4 43.7 59 51
General and administrative .......... 11.9 13.6 16.8 59 47
Amortization of intangibles ......... 2.0 -- -- -- --
In-process research and development . 3.4 -- -- -- --
------- ------- ------- ------- -------
Total operating expenses ......... 66.0 65.0 78.2 85 51
------- ------- ------- ------- -------
Income from operations .................. 24.6 24.8 9.6 81 369
Interest income, net .................... 3.3 4.0 0.2 52 3,581
Provision for (benefit from) income taxes 12.0 9.2 (1.0) 138 --
------- ------- ------- ------- -------
Net income .............................. 15.9% 19.6% 10.8% 48% 229%
======= ======= ======= ======= =======
</TABLE>
<PAGE>
Revenues
Total revenues were $54.2 million, $29.8 million and $16.4 million in 1996,
1995 and 1994, respectively, representing increases of 82 percent both from 1995
to 1996 and from 1994 to 1995. The increases principally reflect an increase in
the number of units sold, and to a lesser extent, an overall average increase in
the unit prices of products sold by the Company.
Product and Other Revenues. Product and other revenues were $32.1 million,
$17.0 million and $11.7 million in 1996, 1995 and 1994, respectively,
representing increases of 89 percent from 1995 to 1996 and 45 percent from 1994
to 1995. The increases in product and other revenues from 1995 to 1996 and from
1994 to 1995 primarily represent the continued acceptance of the Company's
products. Other revenues were less than 5 percent of product and other revenues
in 1996, 1995 and 1994. Product revenues are generally recognized upon shipment
of the product, unless the Company has significant future obligations, in which
case revenues are recognized when such obligations are satisfied. Sales to
domestic distributors are recognized upon sale by the distributors to their
customers. Other revenues are generally recognized when services are performed.
Prior growth rates of the Company's product and other revenues are not
indicative of future software subscription revenue growth rates and may not be
sustainable in the future.
Royalty and License Revenues. Royalty and license revenues were $12.9
million, $8.4 million and $2.7 million in 1996, 1995 and 1994, respectively,
representing increases of 52 percent from 1995 to 1996 and 214 percent from 1994
to 1995. License fee revenue was $1.7 million, $850,000 and $378,000 in 1996,
1995 and 1994, respectively, and royalty fees were $11.2 million, $7.6 million
and $2.3 million in 1996, 1995 and 1994, respectively. The increase in royalty
and license revenues from 1995 to 1996 is attributable to increased royalties
from product sales by SunSoft and increased licenses from new OEMs and licenses
from existing OEMs adding NetWorker for the Windows NT platform to their product
offerings. The increases in royalty and license revenues from 1994 to 1995
primarily relate to increased royalties from product sales by SunSoft and other
OEMs. Generally, the Company's license agreements provide for an initial
non-recurring license fee, with subsequent royalty payments based upon future
sales of the licensees' product. There is typically a time lag from the
consummation of the license arrangement until the receipt of royalty payments,
due to the OEMs' product development cycles. Initial license fees are generally
recognized upon shipment of the product, unless the Company has significant
future obligations, in which case revenues are recognized when such obligations
are satisfied. Royalty revenues are recognized upon receipt of quarterly royalty
reports from source code OEMs with respect to their product sales for the
previous quarter. Prior growth rates of the Company's royalty and license
revenues are not indicative of future software subscription revenue growth rates
and may not be sustainable in the future.
Software Subscriptions. Software subscription revenues were $9.2 million,
$4.4 million and $2.0 million in 1996, 1995 and 1994, respectively, representing
increases of 112 percent from 1995 to 1996 and 117 percent from 1994 to 1995.
This growth was primarily due to the increase in the number of registered
customers for the Company's products electing to subscribe to maintenance and
support contracts as well as the renewal of software subscriptions after the
initial one-year term and, for 1996, increased internal staffing for software
subscription sales. Software subscription fees for ongoing customer support and
product updates are collected in advance and are recognized ratably over the
period of the contract. Prior growth rates of the Company's software
subscription revenues are not indicative of future software subscription revenue
growth rates and may not be sustainable in the future.
International product sales accounted for 20 percent, 16 percent and 15
percent of total revenues in 1996, 1995 and 1994, respectively. The increasing
volume of international sales was primarily attributable to an increase in the
market acceptance of the Company's products overseas, an increase in the number
of international sales offices and an increase in the number of international
distributors and resellers marketing the Company's products. The majority of
international sales during these periods were made in Europe. The Company
established a sales office in Germany during 1994, and sales offices in France,
England, and Australia during 1995. The Company believes that its continued
growth and profitability will require further expansion of its international
operations. In order to successfully expand international sales in 1997 and
subsequent periods, the Company must establish additional foreign operations,
hire additional personnel and recruit additional international resellers. This
will require significant management attention and financial resources and could
materially adversely affect the Company's operating results. To the extent that
the Company is unable to effect these additions in a timely manner, the
Company's growth, if any, in international sales will be limited, and the
Company's business, operating results and financial condition could be
materially adversely affected. In addition, there can be no assurance that the
Company will be able to maintain or increase international market demand for the
Company's products. The Company's international sales are currently denominated
in U.S. dollars. An increase in the value of the U.S. dollar relative to foreign
currencies could make the Company's products more expensive and, therefore,
potentially less competitive in those markets. In some markets, localization of
the Company's products is essential to achieve market penetration. The Company
may incur substantial costs and experience delays in localizing its products,
and there can be no assurance that any localized product will ever generate
significant revenues.
Gross Profit
Gross profit was $49.1 million, $26.7 million and $14.4 million,
representing 90.6 percent, 89.8 percent and 87.8 percent of total revenues in
1996, 1995 and 1994, respectively. The increases in total gross profit were
attributable to the higher levels of revenues from all sources, including
royalties and licenses, which do not generate any material cost of revenues.
Gross profit from product and other revenues was $30.1 million, $15.6
million and $10.8 million, representing 93.5 percent, 91.8 percent and 92.5
percent of product and other revenues in 1996, 1995 and 1994, respectively.
Gross profit from product and other revenues consists of product and other
revenues less the related cost, which consists primarily of product media,
documentation and packaging costs. In the first three quarters of 1996, product
costs include clinical research expenses, reflecting the principal activity of
Innovus, Inc., which was acquired along with Innovus Technologies, Inc. in
January 1996. Substantially all of the net assets of Innovus, Inc., the
Company's clinical research business, were sold in September 1996 and the
Company has discontinued all clinical research activities. The effect of the
discontinuance did not have a significant effect on the operating results of the
Company.
Gross profit from software subscription revenues was $6.2 million, $2.7
million and $882,000 in 1996, 1995 and 1994, representing 67.2 percent, 62.3
percent and 43.9 percent of the related revenue in 1996, 1995 and 1994,
respectively. Gross profit from software subscription revenues consists of
software subscription revenues less the related cost, which consists primarily
of personnel-related costs incurred in providing telephone support and the costs
of providing software updates. The increase in gross profit from software
subscriptions as a percentage of the related revenue was primarily attributable
to the Company's leveraging of its installed base through subscription renewals,
as well as more efficient utilization of resources devoted to this activity.
Operating Expenses
Research and Development. Research and development expenses consist
primarily of personnel-related costs. Research and development expenses were
$9.2 million, $4.5 million and $2.9 million, representing 17.0 percent, 15.0
percent and 17.7 percent of total revenues in 1996, 1995 and 1994, respectively.
Research and development expenses increased 106 percent from 1995 to 1996 and 54
percent from 1994 to 1995, reflecting increased staffing and associated support
for engineers required to expand and enhance the Company's product line. The
Company believes that research and development expenses will continue to
increase in dollar amounts from the levels experienced in 1996 as the Company
continues to invest in developing new products, applications and product
enhancements.
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries and commissions for sales and marketing personnel and promotional
expenses. Sales and marketing expenses were $17.2 million, $10.8 million and
$7.2 million, representing 31.7 percent, 36.4 percent and 43.7 percent of total
revenues in 1996, 1995 and 1994, respectively. The increases in dollar amounts
of sales and marketing expenses were primarily attributable to the growth of the
Company's sales force and associated support personnel, increased marketing and
promotional activities and increased commission expenses. The decrease in 1996,
as a percentage of total revenues, is primarily due to promotional expenses
increasing less than 20 percent in absolute spending, significantly less than
the increase in total revenues. The decrease in 1995, as a percentage of total
revenues, is a result of the significant increase in royalty and license
revenues, which do not generate any material selling expenses. The Company
believes that sales and marketing expenses will increase in dollar amounts as
the Company continues to expand its sales and marketing staff.
General and Administrative. General and administrative expenses include the
personnel and other costs of the finance, human resources, information systems
and administrative departments of the Company. General and administrative
expenses were $6.4 million, $4.0 million and $2.8 million, representing 11.9
percent, 13.6 percent and 16.8 percent of total revenues in 1996, 1995 and 1994,
respectively. The increases in dollar amounts were primarily the result of
increased staffing and related costs required to manage and support the
Company's expansion. In addition, 1995 includes litigation related costs in
connection with a lawsuit settled in November 1995. The Company expects that
general and administrative expenses will increase in dollar amount as the
Company expands its staffing.
Net Interest Income
Net interest income was $1.8 million, $1.2 million, and $32,000 for 1996,
1995 and 1994, respectively. The significant increases in interest income in
1996 and 1995 primarily relate to the investment of the proceeds from the
Company's initial public offering in July 1995 and cash flows from operations.
Provision for (Benefit from) Income Taxes
The provisions for income taxes for 1996 and 1995 were $6.5 million and
$2.7 million, respectively. The effective tax rates in 1996 and 1995 were 43
percent and 32 percent, respectively. The effective tax rate for 1996 was 38
percent, excluding the effect of a non-tax deductible write-off of in-process
research and development. The effective tax rate increased from 1995 as a result
of the complete utilization of operating loss and credit carryforwards and
reversal of the remaining valuation allowance against the Company's deferred tax
asset in 1995, partially offset by an increased amount of tax exempt interest
income in 1996. The Company recorded an income tax benefit of $167,000 in 1994,
reflecting utilization of operating loss and credit carryforwards and partial
reversal of the valuation allowance against the Company's deferred tax asset.
The Company anticipates that its effective tax will decrease from the 43 percent
in 1996 to between 38 percent and 40 percent for 1997.
Liquidity and Capital Resources
The Company's cash, cash equivalents and marketable securities totaled
$57.1 million at December 31, 1996 and represented 69 percent of total assets.
Cash and cash equivalents are highly liquid investments with original maturities
of ninety days or less. Marketable securities consist mainly of municipal
securities. At December 31, 1996, the Company had no long-term debt and
stockholders' equity was $68.4 million.
Cash generated from operations and sales of common stock has been
sufficient to finance the Company's operations. Cash, cash equivalents and
marketable securities increased $7.6 million during 1996, primarily reflecting
net cash provided by operating activities of $17.1 million and proceeds from the
issuance of common stock under the Company's stock plans of $1.9 million. These
amounts were partially offset by purchases of property and equipment of $5.4
million and subsidiary acquisition costs of $5.9 million.
The Company believes its current cash balances and cash flow from
operations, if any, will be sufficient to meet its working capital and capital
expenditure requirements for at least the next twelve months.
<PAGE>
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Consolidated Balance Sheets at December 31, 1996 and 1995 ................. 22
Consolidated Statements of Income for each of the three years
in the period ended December 31, 1996 .................................... 23
Consolidated Statements of Stockholders' Equity for each of the three years
in the period ended December 31, 1996 ................................ 24
Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1996 ................................ 25
Notes to the Consolidated Financial Statements ............................ 26
Report of Independent Accountants ......................................... 37
<PAGE>
<TABLE>
LEGATO SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
<CAPTION>
December 31,
1996 1995
-------- --------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents ............................ $ 27,673 $ 29,832
Short-term investments ............................... 22,391 9,609
Accounts receivable, net ............................. 9,839 5,143
Other current assets ................................. 2,870 939
Deferred tax asset ................................... 2,652 1,658
-------- --------
Total current assets ............................. 65,425 47,181
Long-term investments ..................................... 7,017 10,085
Property and equipment, net ............................... 6,029 1,533
Intangible assets, net .................................... 4,470 --
Other assets .............................................. 201 28
-------- --------
Total assets ................................ $ 83,142 $ 58,827
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................... $ 1,205 $ 657
Accrued compensation and benefits ................... 2,394 1,292
Accrued liabilities ................................. 2,320 809
Income taxes payable ................................ -- 998
Deferred revenues ................................... 7,581 4,529
-------- --------
Total current liabilities ....................... 13,500 8,285
Commitments (Note 4)
Deferred tax liability ................................... 1,254 --
Common stock, $.0001 par value: 50,000 and 20,000 shares
authorized and 16,938 and 16,066 shares issued and
outstanding at December 31, 1996 and 1995, respectively 2 2
Additional paid-in capital ............................... 56,592 47,383
Retained earnings ........................................ 11,808 3,188
Deferred stock compensation .............................. (40) (58)
Unrealized gain on investments, net ...................... 26 27
-------- --------
Total stockholders' equity ...................... 68,388 50,542
-------- --------
Total liabilities and stockholders' equity . $ 83,142 $ 58,827
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
<TABLE>
LEGATO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
<CAPTION>
Year Ended December 31,
1996 1995 1994
--------- --------- --------
<S> <C> <C> <C>
Revenues:
Product and other...................................... $ 32,138 $ 16,972 $ 11,706
Royalty and license.................................... 12,872 8,443 2,689
Software subscription.................................. 9,239 4,362 2,010
--------- --------- --------
Total revenues...................................... 54,249 29,777 16,405
Cost of revenues:
Product and other...................................... 2,087 1,398 874
Software subscription.................................. 3,030 1,645 1,128
--------- --------- --------
Total cost of revenues.............................. 5,117 3,043 2,002
--------- --------- --------
Gross profit............................................... 49,132 26,734 14,403
Operating expenses:
Research and development............................... 9,199 4,464 2,903
Sales and marketing.................................... 17,210 10,839 7,176
General and administrative............................. 6,443 4,049 2,750
Amortization of intangibles............................ 1,097 -- --
In-process research and development.................... 1,849 -- --
--------- --------- --------
Total operating expenses............................ 35,798 19,352 12,829
--------- --------- --------
Income from operations..................................... 13,334 7,382 1,574
Interest income, net....................................... 1,790 1,178 32
--------- --------- --------
Income before provision for (benefit from) income taxes.... 15,124 8,560 1,606
Provision for (benefit from) income taxes.................. 6,504 2,729 (167)
--------- --------- --------
Net income................................................. $ 8,620 $ 5,831 $ 1,773
========= ========= ========
Net income per share....................................... $ 0.46 $ 0.37 $ $0.14
========= ========= ========
Shares used in per share calculations...................... 18,771 15,749 13,116
========= ========= ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
<TABLE>
LEGATO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
<CAPTION>
Retained Deferred
Convertible- Additional Earnings/ Stock Unrealized
Preferred Stock Common Stock Paid-in (Accumulated Compen- Gain on Invest-
Shares Amount Shares Amount Capital Deficit) sation ments, Net Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1993........ 3,600 $ -- 3,826 $ -- $ 6,763 $ (4,416) $ -- -- $ 2,347
Stock issued under option plans.... -- -- 58 -- 25 -- -- -- 25
Net income......................... -- -- -- -- -- 1,773 -- -- 1,773
------ ---- ------ ---- -------- -------- ------- ----- -------
Balances, December 31, 1994........ 3,600 -- 3,884 -- 6,788 (2,643) -- -- 4,145
Stock issued under option plans.... -- -- 382 -- 147 -- -- -- 147
Stock issued in IPO, net of
issuance costs of $3,883........ -- -- 4,600 1 39,814 -- -- -- 39,815
Conversion of preferred stock
to common stock................. (3,600) -- 7,200 1 -- -- -- -- 1
Tax benefit related to stock options -- -- -- -- 560 -- -- -- 560
Deferred stock compensation........ -- -- -- -- 74 -- (58) -- 16
Unrealized gain on investments..... -- -- -- -- -- -- -- 27 27
Net income......................... -- -- -- -- -- 5,831 -- -- 5,831
------ ---- ------ ---- -------- -------- ------- ----- -------
Balances, December 31, 1995........ -- -- 16,066 2 47,383 3,188 (58) 27 50,542
Stock issued under option plan..... -- -- 767 -- 1,044 -- -- -- 1,044
Stock issued under employee
stock purchase plan............. -- -- 105 -- 887 -- -- -- 887
Tax benefit related to stock options -- -- -- -- 7,115 -- -- -- 7,115
Deferred stock compensation........ -- -- -- -- 163 -- 18 -- 181
Unrealized loss on investments..... -- -- -- -- -- -- -- (1) (1)
Net income......................... -- -- -- -- -- 8,620 -- -- 8,620
------ ---- ------ ---- -------- -------- ------- ----- -------
Balances, December 31, 1996........ -- $ -- 16,938 $ 2 $ 56,592 $ 11,808 $ (40) $ 26 $68,388
====== ==== ====== ==== ======== ======== ======= ====== =======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
LEGATO SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<CAPTION>
Year Ended December 31,
1996 1995 1994
--------- --------- ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.................................................... $ 8,620 $ 5,831 $ 1,773
Adjustments to reconcile net income to net cash provided by
operating activities:
Deferred tax asset........................................ (994) (1,169) (500)
Depreciation and amortization............................. 1,816 677 505
Write-off of in-process research and development.......... 1,849 -- --
Provision for doubtful accounts........................... 197 440 460
Other..................................................... 163 -- --
Changes in operating assets and liabilities:
Accounts receivable.................................. (3,725) (3,359) (641)
Other current assets................................. (640) (775) 242
Accounts payable..................................... 354 376 (288)
Income taxes payable................................. 4,726 1,267 291
Accrued expenses and deferred revenues............... 4,750 3,396 1,590
--------- --------- --------
Net cash provided by operating activities............ 17,116 6,684 3,432
Cash flows from investing activities:
Purchase of available-for-sale securities..................... (47,943) (163,570) --
Maturities and sales of available-for-sale securities......... 38,228 143,914 --
Acquisition of property and equipment......................... (5,412) (1,260) (669)
Payment for purchase of subsidiaries, net of cash acquired.... (5,924) -- --
Other......................................................... (173) 54 --
--------- --------- --------
Net cash used in investing activities................ (21,224) (20,862) (669)
Cash flows from financing activities:
Proceeds from issuance of common stock........................ 1,931 39,963 25
Other......................................................... 18 16 70
--------- --------- --------
Net cash provided by financing activities............ 1,949 39,979 95
--------- --------- --------
Net increase (decrease) in cash and cash equivalents. (2,159) 25,801 2,858
Cash and cash equivalents at beginning of period................... 29,832 4,031 1,173
--------- --------- --------
Cash and cash equivalents at end of period......................... $ 27,673 $ 29,832 $ 4,031
========= ========= ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
LEGATO SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Nature of Operations
The Company develops, markets and supports network storage management
software for heterogeneous client/server computing environments. The Company's
NetWorker family of software, from which the Company derives a substantial
majority of its revenues, supports many storage management server platforms and
can accommodate a variety of clients, servers and storage devices. The Company
licenses its products through resellers and directly to end users in North
America, Europe and Asia Pacific. The Company also licenses its source code in
exchange for initial licensing fees to original equipment manufacturers ("OEMs")
and receives ongoing royalties from product sales by source code OEMs.
Substantially all of the OEMs are large computer system and software suppliers
located in the United States, Europe and Asia Pacific.
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries and branch offices. All significant
intercompany balances and transactions have been eliminated. Accounts
denominated in foreign currencies have been remeasured into the functional
currency, using the U. S. dollar as the functional currency. Foreign currency
gains and losses from remeasurment, which have been insignificant, are included
in the consolidated statements of income.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Financial Instruments
Cash equivalents are highly liquid investments with original or remaining
maturities of three months or less as of the date of purchase. Cash equivalents
present insignificant risk of changes in value because of interest rate changes.
The Company maintains its cash balances at a variety of financial institutions
and has not experienced any material losses relating to any investment
instruments.
Available-for-sale securities are classified on the balance sheet and are
carried at fair value, with the unrealized gains or losses, net of tax, reported
in stockholders' equity. The amortized cost of debt securities is adjusted for
amortization of premiums and accretion of discounts to maturity, both of which
are included in interest income. Realized gains and losses are recorded on the
specific identification method.
The amounts reported for cash equivalents, receivables and other financial
instruments are considered to approximate fair values based upon comparable
market information available at the respective balance sheet dates. Financial
instruments that potentially subject the Company to concentrations of credit
risks comprise, principally, cash, investments and trade accounts receivable.
The Company invests its excess cash in accordance with its investment policy
which is approved by the Board of Directors and reviewed periodically to
minimize credit risk. The policy authorizes the investment of excess cash in
government securities, tax exempt municipal securities, Eurodollar notes and
bonds, time deposits, certificates of deposit, commercial paper rated Aa or
better and other specific money market and corporate instruments of similar
liquidity and credit quality.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided using
the straight-line method over the estimated useful lives of the respective
assets, which is generally three years.
Intangible Assets
Intangible assets include goodwill and purchased technology, recorded in
connection with the acquisition of Innovus, Inc., Innovus Technologies, Inc. and
815598 Ontario, Inc. (collectively "Innovus"), which are being amortized on a
straight-line basis over five years. The Company periodically assesses the
recoverability of intangible assets by determining whether the amortization of
the asset balance over its remaining life can be recovered through undiscounted
future operating cash flows of the acquired operation. The amount of impairment,
if any, is measured based on projected discounted future operating cash flows
and is recognized as a write down of the asset to a net realizable value.
Revenue Recognition
The Company's revenues are derived from three sources, across many
industries: product and other revenues, which are derived primarily from product
sales to resellers and end users, as well as from services such as consulting;
royalty and license revenues, which are derived primarily from initial license
fees and ongoing royalties from product sales by source code OEMs; and software
subscription revenues, which are derived primarily from contracts providing for
software updates, maintenance and support to end users and which are charged
separately from the Company's software products.
The Company recognizes product revenues and license fees, including
advanced royalty payments, upon shipment if remaining obligations are
insignificant, collection of the resulting receivables is probable, and product
returns are reasonably estimable, except for sales to domestic distributors,
which are recognized upon sale by the distributors to their customers. Estimated
sales returns are recorded upon recognition of revenues from customers having
rights of return, including exchange rights for unsold products and product
upgrades. Provisions for estimated warranty costs, insignificant vendor
obligations and anticipated retroactive price adjustments are recorded at the
time products are shipped.
Royalty revenues that are contingent upon sale to an end user by OEMs are
recognized upon receipt of a report of sale by the Company from the OEM.
Customer maintenance fees for ongoing customer support and product updates,
including such fees bundled with the initial license fee, are recognized ratably
over the period of the contract. Payments for maintenance fees are generally
made in advance and are non-refundable. Other service revenue is recognized as
the related service is performed.
The Company performs ongoing credit evaluations of its customers' financial
condition and does not require collateral. The Company maintains allowances for
potential credit losses and such losses have been within management's
expectations.
Research and Development Costs
Costs incurred in the research and development of new software products are
expensed as incurred until technological feasibility is established. To date,
the establishment of technological feasibility of the Company's products and
general release substantially coincide. As a result, the Company has not
capitalized any software development costs since such costs have not been
significant.
Income Taxes
The Company's provision for income taxes is comprised of its current tax
liability and the change in deferred tax assets and liabilities. Deferred tax
assets and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
Advertising
The Company expenses advertising costs as they are incurred. Advertising
expense for 1996, 1995 and 1994 was $1,749,000, $1,475,000 and $856,000,
respectively.
Computation of Net Income Per Share
Net income per share is based upon the weighted average number of common
and common equivalent shares outstanding. Common equivalent shares are included
in the per share calculations where the effect of their inclusion would be
dilutive. Dilutive common equivalent shares consist of the incremental common
shares issuable upon conversion of convertible preferred stock (using the "if
converted" method) and stock options and warrants (using the treasury stock
method). Pursuant to Securities and Exchange Commission Staff Accounting
Bulletin No. 83, common and common equivalent shares issued by the Company
during the twelve months preceding the initial filing date of the IPO, using the
treasury stock method and the public offering price per share, have been
included in the calculation of net income per share for 1994 and the first two
quarters of 1995.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share". This statement
replaces the presentation of primary earnings per share with a presentation of
basic earnings per share. It also requires dual presentation of basic and
diluted earnings per share on the face of the income statement for all entities
with complex capital structures and requires a reconciliation of the numerator
and denominator of the basic earnings per share computation to the numerator and
denominator of the diluted earnings per share computation. This statement is
effective for periods ending after December 15, 1997, including interim periods.
Reclassifications
Certain reclassifications were made to the 1994 and 1995 consolidated
financial statements to conform to the 1996 presentation. The reclassifications
have no significant effect on previously reported net income, stockholders
equity, total assets or total liabilities.
2. Consolidated Balance Sheet Detail
<TABLE>
December 31,
1996 1995
---------- -------
(in thousands)
<S> <C> <C>
Accounts receivable:
Trade accounts receivable....................... $ 10,651 $ 5,810
Allowance for doubtful accounts................. (812) (667)
---------- ---------
$ 9,839 $ 5,143
========== =========
Property and equipment:
Computer equipment.............................. $ 5,670 $ 3,317
Furniture and fixtures.......................... 1,663 274
Office equipment................................ 1,040 59
Leasehold improvements.......................... 936 --
---------- ---------
9,309 3,650
Accumulated depreciation........................ (3,280) (2,117)
---------- ---------
$ 6,029 $ 1,533
========== =========
</TABLE>
3. Investments
The following table summarizes the fair value and unrealized gains and
losses of debt securities at December 31, 1996 and 1995. All debt securities
have been classified as available-for-sale:
<TABLE>
Gross Gross
Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
(in thousands)
December 31, 1996:
<S> <C> <C> <C> <C>
Municipal securities....... $ 26,570 $ 41 $ (3) $ 26,608
Auction rate receipts...... 2,800 -- -- 2,800
--------- ---------- ---------- ----------
$ 29,370 $ 41 $ (3) $ 29,408
========= ========== ========== ==========
December 31, 1995:
Municipal securities....... $ 19,656 $ 42 $ (4) $ 19,694
========= ========== ========== ==========
</TABLE>
The amortized cost and estimated fair value of investments in debt
securities at December 31, 1996 and 1995, by contractual maturity, are as
follows:
<TABLE>
Estimated
Cost Fair Value
(in thousands)
December 31, 1996:
<S> <C> <C>
Due in 1 year or less.................... $ 22,362 $ 22,391
Due in 1 - 3 years....................... 7,008 7,017
------------ ------------
Total investment in debt securities...... $ 29,370 $ 29,408
============ ============
December 31, 1995:
Due in 1 year or less.................... $ 9,588 $ 9,609
Due in 1 - 3 years....................... 10,068 10,085
------------ ------------
Total investment in debt securities...... $ 19,656 $ 19,694
============ ============
</TABLE>
4. Commitments
The Company leases its operating facilities under non-cancelable operating
leases that expire at various dates through August 2006. Minimum lease
commitments at December 31, 1996 were as follows: $2,053,000 in 1997, $2,056,000
in 1998, $2,115,000 in 1999, $2,175,000 in 2000 and $12,952,000 thereafter. Rent
expense for 1996, 1995 and 1994 was $1,852,000, $1,200,000 and $982,000,
respectively.
5. Acquisition of Innovus
On January 5, 1996, the Company completed its acquisition of Innovus, Inc.,
Innovus Technologies, Inc. and 815598 Ontario, Inc. (collectively "Innovus"),
each based in Canada, for approximately $6,687,000, including acquisition costs.
Prior to the acquisition, Innovus (except for 815598 Ontario, Inc.) was in the
business of (i) the porting of licensed software for Hewlett-Packard HP9000 and
HP3000 series computers and the sale and distribution of such ported software,
and (ii) supplying clinical trials and research services on contract in the
Canadian pharmaceutical industry. Prior to the acquisition, 815598 Ontario, Inc.
did not conduct any business other than holding shares of capital stock of
Innovus, Inc. The acquisition was accounted for using the purchase method and,
on that basis, resulted in a one-time write-off of $1,849,000 for purchased
in-process research and development for which there was no alternative future
use and technological feasibility was not established. The balance of the
purchase price in excess of net assets acquired was allocated to purchased
technology and goodwill totaling $4,060,000. Additional goodwill of $1,568,000
arises as a result of recording a deferred tax liability related to timing
differences in the amortization of purchased technology for book and tax
purposes. The Company is amortizing purchased technology and goodwill on a
straight-line basis over five years. The operating results of Innovus have been
consolidated with the Company's operating results beginning as of the
acquisition date. Substantially all of the net assets of Innovus, Inc., the
Company's clinical research business, were sold in September 1996 for
approximately $150,000, which approximated the carrying amount of those net
assets. The Company has discontinued all clinical research activities. The
effect of the discontinuance did not have a significant effect on the operating
results of the Company. At December 31, 1996, intangible assets are stated net
of accumulated depreciation of $1,067,000.
Pro forma results of operations of the Company for the year ended December
31, 1995, assuming the acquisition of Innovus had occurred at the beginning of
that period, include revenues of $33.2 million, net income of $3.5 million and
net income per share of $0.45.
6. Stockholders' Equity
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock,
none of which are issued or outstanding. The Board of Directors has the
authority to issue the preferred stock in one or more series and to fix rights,
preferences, privileges and restrictions, and the number of shares constituting
any series and the designation of such series, without any further vote or
action by the stockholders.
Stock Split
The Company effected a two-for-one stock split on July 5, 1996. This stock
split has been retroactively reflected in the accompanying Consolidated
Financial Statements.
Stock Option/Stock Issuance Plan
The Company's 1995 Stock Option/Stock Issuance Plan (the "1995 Plan") is
the successor equity incentive program to the Company's 1989 Stock Option and
Restricted Stock Plan (the "1989 Plan") and became effective on July 5, 1995.
Approximately 4,184,116 shares of Common Stock have been authorized for issuance
under the 1995 Plan at December 31, 1996. The share reserve will automatically
increase on the first trading day in each calendar year, beginning with the 1997
calendar year, by the number of shares equal to three percent of the total
number of shares of the Company's Common Stock outstanding on December 31 of the
immediately preceding calendar year. Options to purchase shares may be granted
and shares may be issued directly under the 1995 Plan. Options must have an
exercise price not less than 100% and 85% of fair market value of the Common
Stock on the date of grant for incentive stock options and non-statutory stock
options, respectively. The purchase price for shares issued directly may not be
less than 85% of fair market value on the date of grant. Options generally vest
over four years and terminate ten years after their original grant dates.
The 1995 Plan is divided into three separate components: (i) the
Discretionary Option Grant Program under which employees, non-employee Board
members who are not serving on the Company's Compensation Committee and
consultants may, at the discretion of the Compensation Committee, be granted
options to purchase shares of Common Stock, (ii) the Stock Issuance Program
under which such persons may, in the Compensation Committee's discretion, be
issued shares of Common Stock directly, through the purchase of such shares or
in consideration of the past performance of services, and (iii) the Automatic
Option Grant Program under which option grants will automatically be made at
periodic intervals to eligible non-employee Board members to purchase shares of
Common Stock at an exercise price equal to 100 percent of their fair market
value on the grant date. Under the Automatic Option Grant Program, each
non-employee Board member received an option grant to purchase 24,000 shares on
the effective date of the initial public offering (IPO). Each individual who
first becomes a non-employee Board member thereafter will receive a 24,000 share
option grant on the date such individual joins the Board, provided such
individual has not been in the prior employ of the Company. In addition, at each
Annual Stockholders Meeting, each individual who has served as a non-employee
Board member for at least six months prior to such Annual Meeting and who is to
continue to serve as a non-employee Board member after the meeting will receive
an additional option grant to purchase 6,000 shares of Common Stock, whether or
not such individual has been in the prior employ of the Company.
Options granted under the 1995 plan generally become exercisable over a
four year period, whereby 25 percent of the shares become exercisable one year
after the grant date and ratably thereafter over 36 months. Options granted
prior to July 5, 1995 contain provisions allowing for early exercise of unvested
options. Shares issued upon such early exercise are subject to vesting and
repurchase rights by the Company. At December 31, 1996, none of the shares
outstanding were subject to repurchase by the Company. Approximately 1,013,000
option shares under grant were subject to repurchase by the Company at December
31, 1996.
<PAGE>
The following is a summary of option activity for both stock option plans:
<TABLE>
Weighted
Number Average Options
of Price Price
Shares Per Share Per Share
(in thousands except per share amounts)
<S> <C> <C> <C> <C>
Outstanding at December 31, 1993 1,470 $ 0.55 $ 0.05 - $ 2.50
Options granted 1,278 $ 1.75 $ 1.75 - $ 2.50
Options exercised (58) $ 0.43 $ 0.13 - $ 1.13
Options canceled (750) $ 2.12 $ 0.10 - $ 2.50
--------
Outstanding at December 31, 1994 1,940 $ 0.74 $ 0.05 - $ 1.75
Options granted 1,392 $ 4.64 $ 1.75 - $18.75
Options exercised (383) $ 0.39 $ 0.05 - $ l.75
Options canceled (148) $ 2.25 $ 0.13 - $18.75
--------
Outstanding at December 31, 1995 2,801 $ 2.84 $ 0.05 - $18.75
Options granted 695 $21.12 $ 11.84 - $44.50
Options exercised (766) $ 1.36 $ 0.05 - $18.75
Options canceled (147) $ 8.99 $ 0.75 - $44.50
--------
Outstanding at December 31, 1996 2,583 $ 7.85 $ 0.10 - $44.50
========
</TABLE>
At December 31, 1996, approximately 658,000 shares of common stock remained
available for grant under the 1995 Plan. At December 31, 1996, approximately
813,000 options were exercisable and approximately 3,241,000 shares of common
stock were reserved for future issuance.
During 1994, the Company canceled options to purchase 514,000 shares of the
Company's common stock at $2.50 per share and issued an equal number of options
to purchase the Company's common stock at $1.75 per share.
The Company has elected to continue to follow the provisions of APB No. 25,
"Accounting for Stock Issued to Employees", for financial reporting purposes and
has adopted the disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
Accordingly, no compensation cost has been recognized for the 1995 Plan. Had
compensation cost for the 1995 Plan been determined based on the fair value at
the grant date for awards in 1996 and 1995 consistent with the provisions of
SFAS No. 123, the Company's net income and net income per share for the twelve
months ended December 31, 1996 and 1995 would have been reduced to the pro forma
amounts indicated below:
<TABLE>
Years Ended
December 31,
1996 1995
---------- -------
(in thousands)
<S> <C> <C>
Net income--as reported...................... $ 8,620 $ 5,831
========== =========
Net income--pro forma........................ $ 6,798 $ 5,261
========== =========
Net income per share--as reported............ $ 0.46 $ 0.37
========== =========
Net income per share--pro forma.............. $ 0.36 $ 0.33
========== =========
</TABLE>
The aggregate fair value and weighted average fair value of options granted
in 1996 and 1995 were $7,283,000 and $3,296,000 and $10.47 and $2.37,
respectively. The fair value of each option grant is estimated on the date of
grant using the minimum value method with the following weighted average
assumptions:
<TABLE>
1996 1995
---------- -------
<S> <C> <C>
Expected volatility.......................... 0.645 .645
Weighted-average risk-free interest rate..... 6.12% 6.61%
Expected life................................ 1.0 1.0
Expected dividends........................... $ -- $ --
</TABLE>
The options outstanding and currently exercisable by exercise price at
December 31, 1996 are as follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Weighted
Average Weighted Weighted
Remaining Average Average
Exercise Number of Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
---------------- -------------- ----------- ------------- ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0.10 - $ 0.75 316 5.49 $ 0.42 292 $ 0.40
$ 1.13 - $ 1.75 482 7.74 $ 1.72 249 $ 1.69
$ 2.25 - $ 3.13 871 8.15 $ 3.11 189 $ 3.10
$ 5.63 - $11.84 455 8.79 $ 10.11 55 $ 7.86
$12.63 - $21.88 277 9.04 $ 16.64 28 $ 14.58
$24.00 - $39.00 54 9.72 $ 31.35 0 $ 0.00
$40.75 - $44.50 128 9.74 $ 44.43 0 $ 0.00
---------- --------
2,583 813
========== ========
</TABLE>
Employee Stock Purchase Plan
During 1995, the Company adopted an Employee Stock Purchase Plan (the
"Purchase Plan") under which 800,000 shares of common stock are reserved for
future issuance. The Purchase Plan is administered over offering periods of 24
months each, with each offering period divided into four consecutive six-month
purchase periods beginning August 1 and February 1 of each year. Eligible
employees may designate not more than 10 percent of their cash compensation to
be deducted each pay period for the purchase of common stock under the Purchase
Plan, and participants may not purchase more than 1,000 shares of stock in any
one six-month purchase period. On the last business day of each purchase period,
shares of common stock are purchased with the employee's payroll deductions
accumulated during the six months, generally at a price per share of 85 percent
of the market price of the common stock on the employee's entry date of the
applicable offering period or the last day of the applicable purchase period,
whichever is lower. For the year ended December 31, 1996, 105,000 shares were
issued under the plan. At December 31, 1996, 695,000 shares were reserved for
future issuance under the plan.
Under SFAS No. 123, compensation cost is recognized for the fair value of
employee's purchase rights under the Employee Stock Purchase Plan, which was
estimated using the following assumptions for 1996 and 1995, respectively: a
weighted-average expected life of 0.9 years and 1.3 years; expected volatility
of 0.645 and 0.645; and weighted-average risk-free interest rates of 5.86
percent and 5.85 percent. The fair value of those purchase rights granted in
1996 and 1995 was $298,000 and $839,000, respectively
7. Employee Benefit Plans
Profit Sharing Plan
The Company has a 401(k) Profit Sharing Plan covering all of its employees.
Under this plan, participating employees may elect to contribute up to 15
percent of their cash compensation, subject to certain limitations. The Company
may make contributions to the plan at the discretion of the Board of Directors.
No contributions have been made by the Company as of December 31, 1996. All
employee contributions are 100 percent vested.
8. Income Taxes
The provision for (benefit from) income taxes consists of the following:
<TABLE>
1996 1995 1994
--------- --------- ------
(in thousands)
Current:
<S> <C> <C> <C>
Federal..................... $ 5,855 $ 2,935 $ 190
State....................... 1,514 878 110
Foreign..................... 443 74 33
--------- --------- --------
7,812 3,887 333
Deferred:
Federal..................... (937) (1,114) (433)
State....................... (57) (44) (67)
Foreign..................... (314) -- --
--------- --------- --------
(1,308) (1,158) (500)
--------- --------- --------
$ 6,504 $ 2,729 $ (167)
========= ========= ========
</TABLE>
Substantially all of the Company's income before provision for (benefit
from) income taxes in the years ended December 31, 1994 and 1995 was generated
by domestic operations. In 1996, income before provision for income taxes
consisted of $17,321,000 of income from U.S. operations and $2,197,000 of losses
from foreign operations. The tax benefit associated with dispositions from
employee stock plans reduced taxes currently payable for 1996 and 1995 by
$7,115,000 and $560,000, respectively. Such benefit was recorded to additional
paid-in capital.
The Company's effective tax rate differs from the statutory federal income
tax rate as follows:
<TABLE>
1996 1995 1994
--------- --------- -------
<S> <C> <C> <C>
Income tax provision at statutory rate.................... 35.0% 34.0% 34.0%
State income taxes, net of federal benefit................ 5.4 5.7 7.4
Tax exempt interest income................................ (3.4) (1.1) --
Research and experimental credit.......................... (0.8) (1.0) --
Benefit of operating loss and tax credit carryforwards.... -- (7.2) (34.0)
Change in valuation allowance............................. -- (1.7) (22.1)
Other..................................................... 2.1 3.2 4.3
------- -------- -------
Subtotal.............................................. 38.3% 31.9% (10.4)%
------- -------- -------
In-process research and development....................... 4.7 -- --
------- -------- -------
Effective tax rate.................................... 43.0% 31.9% (10.4)%
======= ======== =======
</TABLE>
Significant components of the Company's deferred tax assets and liabilities
are as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
---------- -------
(in thousands)
Deferred tax assets:
<S> <C> <C>
Allowances, accrued liabilities and other............. $ 1,247 $ 564
Accrued compensation and benefits..................... 394 203
State taxes........................................... 461 239
Deferred revenue...................................... 550 652
---------- ---------
2,652 1,658
Deferred tax liabilities:
Intangible asset - purchased technology............... (1,254) --
---------- ---------
Net deferred tax asset.................................... $ 1,398 $ 1,658
========== =========
</TABLE>
9. Industry and Geographic Segment Information
The Company operates in a single industry segment, developing, marketing
and supporting network storage management software products for heterogeneous
client/server computing environments. The Company has had no significant
operations outside the United States through December 31, 1996.
The Company markets its products and services to customers in the United
States, Canada, Europe and Asia Pacific. Net revenues from export sales
accounted for 20 percent, 16 percent, and 15 percent of total revenues in 1996,
1995 and 1994, respectively. The majority of export sales were made to Europe.
One customer accounted for 11 percent of total revenues in both 1995 and
1996. In 1994, no single customer accounted for more than 10 percent of total
revenues.
10. Supplemental Cash Flow Information
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ------
(in thousands)
Cash Transaction:
<S> <C> <C> <C>
Cash Paid for income taxes................. $ 3,080 $ 1,017 $ 17
Non-cash transactions
Conversion of preferred stock.............. -- 6,785 --
Tax benefit related to stock options....... 7,115 560 --
Deferred tax liability..................... 1,568 -- --
</TABLE>
11. Selected Quarterly Financial Data (unaudited)
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
(in thousands, except per share data)
1996:
<S> <C> <C> <C> <C>
Total revenues................. $ 10,925 $ 12,573 $ 14,549 $ 16,202
Gross profit................... 9,749 11,393 13,132 14,858
Net income..................... (127) 2,343 2,961 3,443
Net income per share........... $ (0.02) $ 0.13 $ 0.16 $ 0.18
1995:
Total revenues................. $ 5,828 $ 6,845 $ 8,000 $ 9,104
Gross profit................... 5,272 6,149 7,161 8,152
Net income..................... 995 1,148 1,697 1,991
Net income per share........... $ 0.08 $ 0.09 $ 0.09 $ 0.11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Legato Systems, Inc.:
We have audited the consolidated balance sheets of Legato Systems, Inc. and
subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Legato Systems, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
San Jose, California
January 20, 1997
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding directors is incorporated herein by reference
from the section entitled "Election of Directors" of the Company's definitive
Proxy Statement to be filed pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended, for the registrant's Annual Meeting of
Stockholders to be held on May 15, 1997 (the "Proxy Statement"). The Proxy
Statement is anticipated to be filed within 120 days after the end of the
registrant's fiscal year ended December 31, 1996. For information regarding
executive officers of the Company, see the information appearing under the
caption "Executive Officers of the Registrant" in Part I, Item 4a of this Report
on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated herein by
reference from the section entitled "Executive Compensation" of the Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and
management is incorporated herein by reference from the section entitled "Stock
Ownership of Certain Beneficial Owners and Management" of the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated herein by reference from the section entitled "Certain
Relationships and Related Transactions" of the Proxy Statement.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The consolidated financial statements of the registrant as set forth under
Item 8 are filed as part of this Annual Report on Form 10-K.
(a) (2) Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts is filed on page 42 of this
Report on Form 10-K.
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are omitted
because they are not required under the related instructions or are
inapplicable.
The independent accountant's report with respect to the above listed
financial statements and financial statement schedule listed in Items 14 (a) (1)
and 14 (a) (2), respectively, is filed on page 37 of this Report on Form 10-K.
(a) (3) Exhibits
2.1 (3) Stock Purchase Agreement, dated as of January 5, 1996, among the
Registrant, Innovus, Inc., 815598 Ontario, Inc., the
stockholders of Innovus, Inc., and the stockholders of 815598
Ontario, Inc.
2.2 (3) Stock Purchase Agreement, dated as of January 5, 1996, among
the Registrant, Innovus Technologies, Inc., and the stockholders
of Innovus Technologies, Inc.
3.1 (6) Amended and Restated Certificate of Incorporation of the
Registrant, as amended to date
3.2 (1) Amended and Restated By-Laws of the Registrant
4.1 (1) Reference is made to Exhibits 3.1 and 3.2
4.2 (1) Specimen Common Stock certificate
4.3 (1) Series E Preferred Stock Purchase Agreement, dated January 20,
1993, among the Registrant and the purchasers named therein
4.4 (1) Stock Purchase Agreement, dated June 27, 1993 between the
Registrant and Eric Benhamou
4.5 (1) Series F Preferred Stock Purchase Agreement, dated September 8,
1993, among the Registrant and Banyan Systems Incorporated
4.6 (1) Restated Investor Rights Agreement, dated September 8, 1993,
among the Registrant and the investors and the founders named
therein, as amended January 28, 1994 and February 13, 1995
10.1 (1) Form of Indemnification Agreement entered into between the
Registrant and it directors and officers
10.2 (1) (5) The Registrant's 1989 Stock Option and Restricted Stock Plan
10.3 (1) (5) The Registrant's 1995 Stock Option/Stock Issuance Plan
10.4 (1) (5) The Registrant's Employee Stock Purchase Plan
10.5 (7) Lease Agreement, dated September 1994, between the Registrant
and The Board of Trustees of the Leland Stanford Junior
University, regarding the space located at 3145 Porter Drive,
Palo Alto, California
10.6 (1) Form of United States Reseller Terms and Conditions for Purchase
of Legato Products
10.7 (1) Form of International Authorized Systems Integrator Agreement
10.8 (1) Form of Shrinkwrap License Agreement
10.9 (1) (2) Technology License and Distribution agreement, dated January 20,
1994, between the Registrant and SunSoft, Inc.
10.10 (1) Master Software License and Support Agreement between the
Registrant and Open Software Foundation
10.11 (1) License Agreement, dated February 24, 1989, between the
Registrant and The Regents of the University of California
10.12 (1) Software Agreement, dated January 20, 1989, between the
Registrant and AT&T Information Systems, Inc.
10.13 (4) (5) The Registrant's International Employee Stock Purchase Plan
10.14 (6) Lease agreement, dated March 14, 1996, between the Registrant
and Coherent, Inc., a Delaware corporation
11.1 Statement re: Computation of Per Share Earnings
21.1 Subsidiaries of the Registrant
23.1 Consent of Coopers and Lybrand L.L.P., Independent Accountants
27.1 Financial Data Schedule
(1) Incorporated by reference to the registrant's Registration Statement on
Form S-1, filed May 9, 1995 (File No. 33-92072).
(2) Confidential treatment requested as to certain portions of this exhibit.
(3) Incorporated by reference to the registrant's Current Report on Form 8-K,
dated January 19, 1996.
(4) Incorporated by reference to the registrant's Registration Statement on
Form S-8, filed March 14, 1996 (File No. 333-2378).
(5) Compensatory plan or arrangement.
(6) Incorporated by reference to the registrant's definitive Proxy Statement
for Special Meeting of Stockholders, dated May 31, 1996
(7) Incorporated by reference to the registrant's Quarterly Report on Form 10-Q
dated August 7, 1996
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the fourth quarter of
the fiscal year ended December 31, 1996.
(c) Exhibits
See (a) (3) above.
(d) Financial Statement Schedule
See (a) (2) above.
<PAGE>
REPORT ON FINANCIAL STATEMENT SCHEDULE
Our report on the consolidated financial statements of Legato Systems,
Inc. is included on page 37 of this Form 10-K. In connection with our audits of
such financial statements, we have also audited the related consolidated
financial statement schedule listed in Item 14 (a) of this Form 10-K.
In our opinion, the consolidated financial statement schedule referred
to above, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information required to be included therein.
/s/COOPERS & LYBRAND L.L.P.
San Jose, California
January 20, 1997
<PAGE>
<TABLE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
<CAPTION>
Balance at Charged to Balance at
Beginning of Costs and End of
Description Period Expenses Deductions Period
Allowance for Doubtful Accounts:
<S> <C> <C> <C> <C>
Year ended December 31, 1994 (356) (460) 523 (293)
Year ended December 31, 1995 (293) (440) 66 (667)
Year ended December 31, 1996 (667) (197) 52 (812)
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
LEGATO SYSTEMS, INC.
By: /s/Louis C. Cole March 28,1997
Louis C. Cole Date
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Louis C. Cole Chairman of the Board, President and Chief March 28, 1997
Louis C. Cole Executive Officer (Principal Executive Officer)
/s/ Stephen C. Wise Chief Financial Officer (Principal Financial March 28, 1997
- -------------------
Stephen C. Wise and Accounting Officer)
/s/ Eric A. Benhamou Director March 28, 1997
- --------------------
Eric A. Benhamou
/s/ Kevin A. Fong Director March , 1997
- -----------------
Kevin A. Fong
/s/ David N. Strohm Director March 28, 1997
- -------------------
David N. Strohm
/s/ Phillip E. White Director March 28, 1997
- --------------------
Phillip E. White
</TABLE>
<PAGE>
EXHIBIT 11.1
<TABLE>
LEGATO SYSTEMS, INC.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(in thousands, except per share data)
<CAPTION>
Year Ended December 31,
1996 1995 1994
--------- --------- -------
Primary:
<S> <C> <C> <C>
Weighted average common shares outstanding ................. 16,549 9,962 3,850
Weighted average common equivalent shares .................. 2,222 1,547 786
Shares issuable from assumed conversion of
convertible preferred shares ........................... -- 3,600 7,200
Shares related to SAB Nos. 64 and 83 ....................... -- 640 1,280
--------- --------- ---------
Total weighted average common and common equivalent shares . 18,771 15,749 13,116
========= ========= =========
Net income ................................................. $ 8,620 $ 5,831 $ 1,773
========= ========= =========
Net income per share ....................................... $ 0.46 $ 0.37 $ 0.14
========= ========= =========
Fully Diluted:
Weighted average common shares outstanding ................. 16,549 9,962 3,850
Weighted average common equivalent shares .................. 2,276 1,575 844
Shares issuable from assumed conversion of convertible
preferred shares ....................................... -- 3,600 7,200
Shares related to SAB Nos. 64 and 83 ....................... -- 640 1,280
--------- --------- ---------
Total weighted average common and common equivalent shares . 18,825 15,777 13,174
========= ========= =========
Net income ................................................. $ 8,620 $ 5,831 $ 1,773
========= ========= =========
Net income per share ....................................... $ .46 $ 0.37 $ 0.13
========= ========= =========
</TABLE>
<PAGE>
EXHIBIT 21.1
LEGATO SYSTEMS, INC.
SUBSIDIARIES OF THE REGISTRANT
Legato Systems Deutschland GmbH
LGTO S.A.R.L.
Legato Systems Pty. Ltd.
Legato Systems (Canada), Inc.
Innovus, Inc.
815598 Ontario, Inc.
Legato Systems International, Inc.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Legato Systems, Inc. on Form S-8 of our report dated January 20, 1997 on our
audit of the consolidated financial statements of Legato Systems, Inc. and
subsidiaries as of December 31, 1996 and 1995, and for each of the three years
in the period ended December 31, 1996 and of our report dated January 20, 1997
on our audit of the consolidated financial statement schedule, both of which
reports are included in this Annual Report on Form 10-K.
San Jose, California
January 20, 1997
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEET - UNAUDITED AND CONDENSED CONSOLIDATED STATEMENT OF
INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 27,673
<SECURITIES> 29,408
<RECEIVABLES> 9,839
<ALLOWANCES> (812)
<INVENTORY> 0
<CURRENT-ASSETS> 65,425
<PP&E> 6,029
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<CURRENT-LIABILITIES> 13,500
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0
0
<COMMON> 2
<OTHER-SE> 68,386
<TOTAL-LIABILITY-AND-EQUITY> 83,142
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<TOTAL-REVENUES> 54,249
<CGS> 5,117
<TOTAL-COSTS> 40,915
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<INCOME-PRETAX> 15,124
<INCOME-TAX> 6,504
<INCOME-CONTINUING> 0
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<EXTRAORDINARY> 0
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<NET-INCOME> 8,620
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.46
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