SYMIX SYSTEMS INC
10-Q, 1997-05-15
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                QUARTERLY REPORT

(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 1997

                                       OR

( )  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 0-19024

                               Symix Systems, Inc.
          ___________________________________________________________
             (Exact name of registrant as specified in its charter)

             Ohio                                       31-1083175
_______________________________             ____________________________________
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

                          2800 Corporate Exchange Drive
                              Columbus, Ohio 43231
           ___________________________________________________________
               (Address of principal executive officer) (Zip Code)

                                 (614) 523-7000
          ___________________________________________________________
              (Registrant's telephone number, including area code)

                                       N/A
  ___________________________________________________________________________
     (Former name, former address fiscal year, if changed since last report)


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 _____


At May 13, 1997, there were 5,856,556  common shares of the Company  outstanding
with a stated value per share of $.01.


TOTAL OF SEQUENTIALLY NUMBERED PAGES:

EXHIBIT INDEX ON PAGE 14.


<PAGE>



                               SYMIX SYSTEMS, INC.

                                      INDEX

Part I.  FINANCIAL INFORMATION                                             PAGE

   Item 1.  Financial Statements

            Consolidated Balance Sheets                                    3 - 4
                March 31, 1997 (unaudited)
                June 30, 1996

            Consolidated Statements of Operations (unaudited)              5
                Three Months Ended March 31, 1997 and 1996
                Nine Months Ended March 31, 1997 and 1996

            Consolidated Statements of Cash Flows (unaudited)              6 - 7
                Nine Months Ended March 31, 1997 and 1996

            Notes to Consolidated Financial Statements (unaudited)         8 - 9

            Item 2.  Management's Discussion and Analysis                  10-11
            of Financial Condition and Results of Operations

Part II.  OTHER INFORMATION                                                12

            Item 1.  Legal Proceedings.                                    12

            Item 2.  Changes in Securities.                                12

            Item 3.  Defaults Upon Senior Securities.                      12

            Item 4.  Submission of Matters to a Vote of Security Holders.  12

            Item 5.  Other Information.                                    12

            Item 6.  Exhibits and Reports on Form 8-K.                     12

            SIGNATURE                                                      13

            INDEX TO THE EXHIBITS                                          14



                                      -2-
<PAGE>
<TABLE>


                      SYMIX SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                             March 31,       June 30,
                                                               1997           1996
                                                             ---------       --------
                                                                    (unaudited)
<S>                                                          <C>            <C>     
ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                 $  3,072       $  6,774
   Trade accounts receivable, less allowance for
      doubtful accounts of $444 at March 31, 1997
      and $450 at June 30, 1996                                17,064         11,429
   Inventories                                                    381            312
   Prepaid expenses                                               599            522
   Other receivables                                              391            117
   Deferred income taxes                                          300            230
                                                             --------       --------
         TOTAL CURRENT ASSETS                                  21,807         19,384

OTHER ASSETS
   Purchased and developed software, net of accumulated
      amortization of $5,647 at March 31, 1997
      and $4,311 at June 30, 1996                               5,868          4,660
   Deferred income taxes                                        1,220          1,004
   Intangibles, net                                             5,129           --
   Deposits and other assets                                      867            472
                                                             --------       --------
                                                               13,084          6,136

EQUIPMENT AND IMPROVEMENTS
   Furniture and fixtures                                       2,434          2,294
   Computer and other equipment                                 9,896          8,078
   Leasehold improvements                                       1,316          1,187
                                                             --------       --------
                                                               13,646         11,559

   Less allowance for depreciation and amortization            (8,038)        (6,616)
                                                             --------       --------
                                                                5,608          4,943
                                                             --------       --------

      TOTAL ASSETS                                           $ 40,499       $ 30,463
                                                             ========       ========


See notes to consolidated  financial statements

</TABLE>
                                      -3-
<PAGE>



                      SYMIX SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Continued)
                                 (In thousands)

                                                       March 31,       June 30,
                                                         1997            1996
                                                       ---------       --------
                                                              (unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses               $  6,405        $  5,300
   Customer deposits                                        177             242
   Deferred revenue                                       8,992           5,786
   Income taxes payable                                     340             518
                                                       --------        --------
           TOTAL CURRENT LIABILITIES                     15,914          11,846

LONG-TERM PAYABLE                                           997            --

DEFERRED INCOME TAXES                                     1,984           1,515

SHAREHOLDERS' EQUITY
   Common stock, authorized 20,000 shares;
      issued 6,141 shares at March 31, 1997,
      and 5,826 at June 30, 1996; at stated
      capital amounts of $.01 per share                      61              58
   Capital in excess of stated value                     13,027          10,985
   Convertible preferred stock of subsidiary              1,031            --
   Retained earnings                                      8,805           7,379
                                                       --------        --------
                                                         22,924          18,422

   Less: Cost  of common shares in treasury,
      304 shares at March 31, 1997
      and June 30, 1996, at cost                         (1,320)         (1,320)

                                                       --------        --------
          TOTAL SHAREHOLDERS' EQUITY                     21,604          17,102
                                                       --------        --------

      TOTAL LIABILITIES AND
           SHAREHOLDERS' EQUITY                        $ 40,499        $ 30,463
                                                       ========        ========

See notes to consolidated financial statements


                                      -4-
<PAGE>
<TABLE>

                      SYMIX SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)

                                   (unaudited)

                                                   Three Months          Nine Months
                                                  Ended March 31,      Ended March 31,
                                                 -----------------     ----------------
                                                  1997       1996       1997      1996

<S>                                             <C>        <C>        <C>        <C>    
License fees                                    $ 7,852    $ 5,988    $23,210    $17,177
Service, maintenance and support                  7,506      5,177     21,375     15,378
                                                -------    -------    -------    -------
     Net revenue                                 15,358     11,165     44,585     32,555

License fees                                      2,145      1,565      6,525      4,839
Service, maintenance and support                  3,260      2,193      8,819      6,286
                                                -------    -------    -------    -------
     Cost of revenue                              5,405      3,758     15,344     11,125

                                                -------    -------    -------    -------
        Gross margin                              9,953      7,407     29,241     21,430
                                                -------    -------    -------    -------

Selling, general and administrative               7,994      5,410     22,649     15,897
Research and product development                  1,501        968      3,954      2,587
Restructuring and other unusual charges            --         --         --          506
                                                -------    -------    -------    -------
        Total expenses                            9,495      6,378     26,603     18,990
                                                -------    -------    -------    -------

        Operating income                            458      1,029      2,638      2,440

Interest and other income, net                       18         46        123        161

                                                -------    -------    -------    -------
Income before provision for income taxes            476      1,075      2,761      2,601

Provision for income taxes                          183        430      1,050      1,041

                                                =======    =======    =======    =======
        Net income                              $   293    $   645    $ 1,711    $ 1,560
                                                =======    =======    =======    =======

        Earnings per share                      $  0.04    $  0.11    $  0.28    $  0.28
                                                =======    =======    =======    =======

       Weighted average number of common and
       common equivalent shares outstanding       6,600      5,714      6,218      5,572
                                                =======    =======    =======    =======

See notes to consolidated financial statements

</TABLE>

                                       -5-
<PAGE>


                      SYMIX SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                            Nine Months Ended
                                                               March 31,
                                                              (unaudited)

                                                          1997           1996
                                                     ---------------------------
                                                     Increase (decrease) in cash
OPERATING ACTIVITIES

Net income                                               $ 1,711        $ 1,560
Adjustments to reconcile net income
    to net cash provided by operating
    activities:
  Depreciation and amortization                            3,111          2,035
  Provision for losses on accounts receivable                 (6)           (48)
  Provision for deferred income taxes                        114            416

Changes in operating assets and liabilities:
  Trade accounts receivable                               (4,248)         1,093
  Prepaid expenses and other receivables                       7           (134)
  Inventory                                                  (69)          (174)
  Deposits                                                  (606)           118
  Accounts payable and accrued expenses                   (1,323)           (14)
  Customer deposits                                          (73)          (153)
  Deferred revenue                                         2,495             32
  Income taxes payable/refundable                            202            612
                                                         -------        -------


  NET CASH PROVIDED BY
  OPERATING ACTIVITIES                                     1,315          5,343



See notes to consolidated financial statements


                                      -6-
<PAGE>


                      SYMIX SYSTEMS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                 (In thousands)


                                                           Nine Months Ended
                                                                March 31,
                                                               (unaudited)

                                                             1997         1996
                                                     ---------------------------
                                                     Increase (decrease) in cash
INVESTING ACTIVITIES
        Purchase of equipment and improvements              (1,915)        (854)
        Additions to purchased and developed software       (2,481)      (2,699)
        Purchase of subsidiaries, net of cash acquired      (1,191)        --
                                                           -------      -------

        NET CASH USED BY
        INVESTING ACTIVITIES                                (5,587)      (3,553)

FINANCING ACTIVITIES
    Proceeds from issuance of common
      stock and exercise of stock options                      718          333
    Payments on long-term obligations                          (84)        (154)
                                                           -------      -------

         NET CASH PROVIDED
         BY FINANCING ACTIVITIES                               634          179

        Effect of exchange rate changes on cash                (64)         (74)
                                                           -------      -------

        Net Change in Cash                                  (3,702)       1,895

    Cash at beginning of period                              6,774        4,498
                                                           -------      -------


        CASH AT END OF PERIOD                              $ 3,072      $ 6,393
                                                           =======      =======


See notes to consolidated financial statements

                                      -7-
<PAGE>



                      SYMIX SYSTEMS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Note A -- Accounting Policies and Presentation

The accompanying  consolidated financial statements are unaudited;  however, the
information  contained herein reflects all adjustments which are, in the opinion
of  management,  necessary for a fair statement of the results of operations for
the interim periods.  All adjustments  made were of a normal  recurring  nature.
These  interim  results of  operations  are not  necessarily  indicative  of the
results to be expected for a full year.

The  notes to the  consolidated  financial  statements  contained  in the  Symix
Systems,  Inc. and  Subsidiaries'  (the  Company) June 30, 1996 Annual Report to
Shareholders should be read in conjunction with these financial statements.


Note B -- Restructuring and Other Non-Recurring Charges


The restructuring and other non-recurring charges of $506,000 shown for the nine
months  ended  March  31,  1996  relate  primarily  to  severance  payments  and
reorganizing loss associated with the European sales channel.


Note C--Acquisitions


During the first  quarter of fiscal 1997,  the Company  acquired in two separate
transactions companies in France and Australia for an aggregate of $2.0 million.
The cash paid for the acquisitions was $940,000,  with the remaining  balance of
$1.06 million being payable over three years.  Both companies are  manufacturing
software  specialists that will serve as sales,  service and support  operations
for the Company in France and  Australia.  The  acquisitions  were accounted for
using purchase  accounting with results  included since the date of acquisition.
Acquisition  costs  exceeded  the  fair  value  of the net  assets  acquired  by
approximately $2.3 million which is being amortized over five years.


On January 9, 1997 the Company acquired an Ontario,  Canada  corporation  called
Visual Applications Software,  Inc. ("VAS") for $1.0 million (Canadian) in cash,
and 250,000 Class A Preference Shares (the "Class A Shares") and 500,000 Class B
Preference  Shares (the "Class B Shares") of a subsidiary  of the  Company.  The
Class B Shares are redeemable by the holder for $1.00  (Canadian) per share.  In
connection with the acquisition,  the Company also entered into a Share Exchange
Agreement with the former  stockholders  of VAS which provides for a one for one
exchange of the Class A Shares for common shares of the Company. VAS designs and
markets a field service  software  product.  The  acquisition  was accounted for
using purchase  accounting with results  included since the date of acquisition.
Acquisition  costs  exceeded  the  fair  value  of the net  assets  acquired  by
approximately $3.2 million which is being amortized over five years.

Note D - Earnings Per Share

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128,  "Earnings  Per Share" (SFAS 128).  SFAS 128 requires  adoption for periods
ending  after  December 15,  1997.  Until that time,  the Company is required to
continue  calculating  earnings per share (EPS) in  accordance  with  Accounting

                                      -8-
<PAGE>


Principles  Board  Opinion No. 15. The  following is provided for  informational
purposes and displays the Company's  earnings per share data as calculated under
the provisions of SFAS 128:

                                                Basic EPS       Diluted EPS
                                                ---------       -----------

         Three months ended March 31, 1997       $0.05             $0.04


         Nine months ended March 31, 1997        $0.30             $0.28
















                                      -9-
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


The Company's  revenues are derived from (i) licensing  SYMIX  software and (ii)
providing  product  support and related  services.  Product  support is provided
pursuant to agreements that are generally  renewed  annually.  Related  services
consist of installation,  implementation,  training, consulting, programming and
systems  integration   services  for  SYMIX  users.  The  Company's  results  of
operations have fluctuated on a quarterly basis due to the timing of license fee
revenues.



Results of Operations



Net revenue was  $15,358,000  for the three  months  ended  March 31,  1997,  an
increase of 38% from the same quarter of the  previous  year.  License  revenues
increased  31% from  $5,988,000  for the same quarter last year to $7,852,000 at
March 31, 1997.  Service and support  revenues  increased 45% for the respective
quarters'  performance;  $7,506,000 for March 31, 1997, and $5,177,000 for March
31,  1996.  The  significant  increases  in the  current  period  are  primarily
attributable  to license and  maintenance  revenue  growth due to the  Company's
enhanced and expanded  product line, as well as a rapidly growing  international
sales  channel.  Net revenue  outside of North America  accounted for 28% of the
total revenue for the current quarter, compared to 13% for the same quarter last
year.

For the  nine  months  ended  March  31,  1997,  net  revenue  increased  37% to
$44,585,000 from $32,555,000 for the same period last year.  Again, the increase
is primarily attributable to the Company's expanded product line and net revenue
outside of North America  being at its highest  level in the Company's  history,
more than 25% of total revenue for the nine month period.


The cost of license fees  increased for the quarter ended March 31, 1997 and for
the nine months ended March 31, 1997 from the corresponding periods last year as
a direct result of the increase in license fee revenue and from royalty payments
relating to the new product offerings.  Software amortization  increased as well
following the general  commercial release of the SyteLine and SytePower products
for which costs had previously been  capitalized.  The cost of license fees as a
percentage of license fee revenue increased  slightly in the quarter ended March
31, 1997 from the quarter ended March 31, 1996, but remained constant at 28% for
the respective nine month periods.

The cost of service,  maintenance  and support  increased to $3,260,000  for the
quarter  ended March 31, 1997 from  $2,193,000  for the same  quarter  last year
primarily  because the Company  added  personnel  to provide the  services  that
generated the  corresponding  increase in revenue from service,  maintenance and
support. As a percentage of service,  maintenance and support revenue,  the cost
of service,  maintenance  and support  increased  slightly in the quarter  ended
March 31, 1997 from the quarter ended March 31, 1996,  but remained  constant at
41% for the respective nine month periods.


Selling,  general  and  administrative  (SG&A)  expense was  $7,994,000  for the
quarter ended March 31, 1997,  compared to  $5,410,000  for the same period last
year, a 48% increase. However, SG&A expense remained fairly constant compared to
the prior  quarter.  For the  respective  nine month  periods,  SG&A expense was
$22,649,000 compared to $15,897,000, an increase of 42%. The increase is  due to

                                      -10-
<PAGE>

the Company's revenue growth - planned spending  increases in marketing programs
as well as the growth in headcount for both the international and domestic sales
channels.  SG&A expense  stated as a percentage  of revenue,  for both the three
month and nine month periods, has remained fairly constant,  ranging from 48% to
52%.




Research  and  product   development  (R&D)   expenditures,   including  amounts
capitalized for the three months ended March 31, 1997, were $2,502,000  compared
to $1,327,000 for the same period last year. For the nine months ended March 31,
1997,  R&D expenses were  $6,476,000  compared to $4,286,000 for the same period
last year.  Capitalization  of software  development  costs was  $1,001,000  and
$2,522,000  for the three and nine month periods  respectively,  ended March 31,
1997,  compared to $359,000 and $1,699,000 for the comparable periods last year.
The increase in research and development expenditures is expected to continue as
the Company devotes a significant  percentage of its resources to developing and
enhancing existing and new products.




Liquidity and Capital Resources




At March 31, 1997, the Company had working capital of $5,893,000  including cash
and cash  equivalents of $3,072,000,  compared to $7,538,000  including cash and
cash  equivalents  of  $6,774,000  at June 30,  1996.  Net  accounts  receivable
increased  from  $11,429,000 at June 30, 1996, to $17,064,000 at March 31, 1997.
At March 31, 1997, the accounts  receivable days sales  outstanding (DSO) was 97
days compared to 76 days at June 30, 1996.  The increase in DSO is  attributable
to: (i) the increase in installment  payments that are being  collected over the
product  implementation  cycle,  generally a three to six month period; and (ii)
the  increase in  international  sales which  typically  have a higher DSO.  The
decrease in working capital is due to acquisitions, international expansion, and
current year capital expenditures.

In addition to its present working capital, the Company has, with a bank, a $6.0
million  unsecured  revolving line of credit.  To date,  $250,000 has been drawn
under the line of credit and was  subsequently  repaid on April 3,  1997.  It is
expected that the Company's  continued  expansion of its  operations and product
line will result in additional requirements for cash in the future. The Company,
however,  anticipates  that  existing  sources  of  liquidity,  cash  flow  from
operations,  and  the  bank  line  of  credit  will  be  sufficient  to  satisfy
anticipated cash flow needs for the next twelve months.

                           ---------------------------

Safe  Harbor  Statement:  The  statements  made in  this  report  which  are not
historical  fact  are  "forward  looking  statements"  that  involve  risks  and
uncertainties,  including,  but  not  limited  to,  product  demand  and  market
acceptance,  variation of quarterly revenues, the effect of economic conditions,
the impact of  competitive  products,  pricing  and other  factors  detailed  in
Symix's filings with the Securities and Exchange Commission.


                                      -11-
<PAGE>


                          PART II -- OTHER INFORMATION





Item 1.    Legal Proceedings.                                     None

Item 2.    Changes in Securities.


     On February 14, 1997,  the Company  issued  62,500  common  shares,  no par
value,  to each Philip  Smart and Richard  Smart  (collectively  the  "Smarts"),
former shareholders of Visual Applications  Software,  Inc., an Ontario,  Canada
corporation  ("VAS").  The common  shares were  issued in exchange  for an equal
number  of  Class A  Preference  Shares  of  Symix  Systems  (Ontario)  Inc.,  a
subsidiary  of the Company (the "Class A Shares"),  formerly held by the Smarts.
The  Class  A  Shares  were  acquired  by the  Smarts  in  connection  with  the
acquisition  of VAS by the Company in January,  1997.  The VAS  acquisition  was
reported  in a Current  Report on Form 8-K dated  January  9, 1997  filed by the
Company with the Securities and Exchange  Commission  (the  "Commission")  and a
press release dated January 10, 1997, a copy of which is attached to this Report
as Exhibit  99. The  125,000  common  shares of the  Company  were issued to the
Smarts in reliance upon the private  offering  exemption  from the  registration
requirements  of the Securities  Act of 1933 (the "Act")  contained in Section 4
(2) of the Act which applies to  transactions  not involving any public offering
of  securities.  Such  common  shares  were  subsequently  registered  with  the
Commission  on a  Registration  Statement  on  Form  S-3  (Commission  File  No.
333-23385), which became effective on March 26, 1997.


Item 3.    Defaults Upon Senior Securities.                       None

Item 4.    Submission of Matters to a Vote of Security Holders.   None

Item 5.    Other Information.                                     None

Item 6.    Exhibits and Reports on Form 8-K.


           a)     See Index to Exhibits on page 14.


           b)     Reports on Form 8-K

     The Company  filed a Current  Report on Form 8-K dated January 9, 1997 with
the  Commission to report the  acquisition  of VAS during the period  covered by
this Report.


                                      -12-
<PAGE>


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             SYMIX SYSTEMS, INC.




Date:  May 14, 1997                          /s/Lawrence W. DeLeon
                                                ________________________________
                                                Lawrence W. DeLeon
                                                Vice President, Chief Financial
                                                Officer and Secretary


                                      -13-
<PAGE>


                                INDEX TO EXHIBITS




Exhibit No.     Description                        Page
- -----------     -----------                       ------

3(a)      Amended Articles of                 Incorporated herein by
          Incorporation of                    reference to Exhibit 3(a)
          Symix Systems, Inc.,                to the Annual Report
          as amended                          on Form 10-K of Registrant
                                              for the fiscal year ended June
                                              30, 1996

3(b)      Amended Regulations of              Incorporated herein by
          Symix Systems, Inc.                 reference to Exhibit 3(b)
                                              to the Registration Statement
                                              on Form S-1 of Registrant
                                              filed February 12, 1991
                                              (Registration No. 33-38878)


10(a)     Amendment to Employment             Page 15
          Agreement between the Company
          and Stephen A. Sasser

10(b)     Share Exchange Agreement dated      Incorporated herein by
          January 9, 1997 between the         reference to Exhibit 99 to
          Company and Philip Smart and        the Current Report on Form 8-K
          Richard Smart                       of the Company dated January 9
                                              1997

27        Financial Data Schedule             Page 21


99        Press Release regarding VAS         Page 17
          acquisition



                                      -14-


                                                                   Exhibit 10(a)

                        AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS  AMENDMENT TO  EMPLOYMENT  AGREEMENT is made to be effective as of the
1st day of April 1997,  between Symix Systems,  Inc., an Ohio  corporation  (the
"Company") and Stephen A. Sasser ("Employee").

                                   WITNESSETH

     WHEREAS,  the Company and Employee are parties to an  Employment  Agreement
dated July 5, 1995  pursuant to which the Company  engaged  Employee to serve as
President  and  Chief  Operating   Officer  of  the  Company  (the   "Employment
Agreement"); and

     WHEREAS, the Company and Employee desire to modify the Employment Agreement
as set forth herein;

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
and agreements herein contained,  and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

     1. Modification of Compensation Arrangement. Subparagraphs 3(a) and 3(b) of
the  Employment  Agreement  are  hereby  amended  to read in their  entirety  as
follows:

               "(a) Base Salary. Employee shall receive an annual base salary of
          not less than $242,000 (the "Base Salary") to be paid  semi-monthly in
          equal  installments.  The  Base  Salary  shall  be  reviewed  not less
          frequently   than  annually  and  shall  be  subject  to  such  upward
          adjustments  as  the   Compensation   Committee   (the   "Compensation
          Committee") of the Board of Directors of the Company (the "Board") may
          deem appropriate in its discretion.

               (b) Incentive  Compensation.  During the Term of this  Agreement,
          Employee  shall be entitled to additional  compensation  pursuant to a
          bonus plan to be  approved  by the  Compensation  Committee  and to be
          consistent  with this paragraph 3(b).  Employee's  annual target bonus
          will be as follows:

                    (i) $174,500,  for the Company's  fiscal year ended June 30,
               1997, of which 80% ($139,600) will be earned if and to the extent
               the  Company's  earnings per share  achieve  targets  proposed by
               Employee  and  approved by the  Compensation  Committee  for such
               fiscal year and 20% ($34,900) will be earned if and to the extent
               the  Company  achieves  other  strategic  objectives  proposed by
               Employee  and  approved by the  Compensation  Committee  for such
               fiscal year; and

                    (ii) $158,000  during the remaining term of this  Agreement,
               of which 80%  ($126,400)  will be earned if and to the extent the
               Company's earnings per share achieve targets proposed annually by

                                      -15-
<PAGE>


               Employee  and  approved  by the  Compensation  Committee  and 20%
               ($31,600)  will  be  earned  if  and to the  extent  the  Company
               achieves other strategic objectives proposed annually by Employee
               and approved by the Compensation Committee."

         The foregoing  provisions  shall be substituted for and shall be deemed
         to replace the language  heretofore set forth in Subparagraphs 3(a) and
         (b) of the  Employment  Agreement as if such  substituted  language had
         been included in the originally-executed  Employment Agreement,  except
         that such substituted  provisions shall apply  prospectively  only from
         the effective date hereof.

     2. No Modification of Other  Provisions.  Except as provided in Paragraph 1
hereinabove,  the terms and provisions of the Employment  Agreement shall remain
in full  force  and  effect  and shall  apply to this  Amendment  to  Employment
Agreement as if fully incorporated herein.

     IN WITNESS WHEREOF,  the parties have executed this Amendment to Employment
Agreement as of the date first hereinabove written.

                                      SYMIX SYSTEMS, INC.


                                      By /s/Lawrence J. Fox
                                            ____________________________________
                                            Lawrence J. Fox
                                            Chairman and Chief Executive Officer


                                      EMPLOYEE

                                         /s/Stephen A. Sasser
                                            ____________________________________
                                            Stephen A. Sasser


                                      -16-


                                                                      Exhibit 99

FOR IMMEDIATE RELEASE

For more information, contact:

Mark Wallinger, Symix
614-523-7243; [email protected]


                        SYMIX CONTINUES AGGRESSIVE GROWTH
                         ACQUIRES FIELD SERVICE PRODUCT

               LEADING PROVIDER OF ERP SOFTWARE FOR MANUFACTURERS
                          BUYS CANADIAN-BASED VAS, INC.


COLUMBUS,  Ohio,  January 10, 1997 -- Symix  (NASDAQ-NMS:  SYMX) today announced
that it has acquired for an undisclosed sum Canadian-based  Visual  Applications
Software (VAS), Inc., the maker of FieldPro, a leading, midmarket, field service
product.

     "Our  customers and  prospectus  wanted  improved  capabilities  to upgrade
service and management of their customers," said Symix President and COO Stephen
A. Sasser.  "With this acquisition,  we have added an application to our product
line that will provide our customers with a powerful competitive advantage.  The
visual  scheduling  of field  resources  and  remote  capabilities  of  FieldPro
provides  functionality  that  surpasses  the  products  provided  by most other
midmarket Enterprise Resource Planning (ERP) vendors."

     FieldPro is the signature  product of VAS,  which will remain as a business
unit under Symix. Symix will market FieldPro to midsized companies and divisions
of multinational corporations,  as well as deliver a Symix-branded product using
the same technology for manufacturers.


                                      -17-
<PAGE>



Symix Acquires VAS/Page 2


     "Symix is a company with exciting momentum and an established international
distribution channel," said VAS Chairman Ken Smart, who founded the company. "We
are excited about the plan to accelerate the growth and  marketplace  acceptance
of FieldPro."

     Symix develops, markets and supports integrated,  high-performance business
management  software systems for manufacturers with between $20 million and $350
million in annual sales. Its principal product, Symix SyteLine(TM),  is designed
for discrete manufacturers specializing in configurable products.

     Launched in 1992, FieldPro allows companies to track their service business
from customer calls, to assigning technicians, to monitoring parts inventory, to
evaluating the performance of service contracts.  As companies continue to focus
on  customers,  the need for field service  becomes  critical.  FieldPro  allows
companies  to  better  service  customers  after  the sale as well as  providing
critical  data needed to evaluate  true  profitability  of products  and service
organizations.  FieldPro runs on desktop  computers  with the Windows  operating
system.

     Headquartered  in Burlington,  Ontario,  the majority of VAS business is in
North America and the U.K. It has  approximately  100 customers at 250 sites and
15 employees.

     The addition of FieldPro  plays into the current Symix  strategy of helping
manufacturers integrate and synchronize resource planning with customers.  Symix
offers  the  products,  services  and  technology  to  assist  manufacturers  in
"becoming  indispensable" to their customers by integrating -- not just bundling
add-on  products,  but truly  integrating  -- product  ordering,  configuration,
manufacturing  systems  and,  now,  field  service.  The focus is to  coordinate
software that will make vital information  available  immediately through online
resources, like the Internet. The integration of the software


                                      -18-
<PAGE>



Symix Acquires VAS/Page 3


will allow  manufacturers to communicate with and manage customers better IN THE
MANNER THE CUSTOMER REQUIRES. The integrated,  or synchronized resource planning
model that Symix  promotes goes beyond  existing  "add-on"  modules,  because it
builds  the  customer  into  the   manufacturer's   process   through   existing
technologies and reacts faster allowing for better management, or "ownership" of
the customer issues,  such as securing an order.  Symix's family of ERP/business
solutions -- The SYMIX(R)  Solution,  Symix SyteLine,  and Symix  SytePower(TM),
along with Symix's  comprehensive  services -- enable midsize  manufacturers and
divisions of multinational companies to quickly and cost-effectively  develop an
integrated system for managing critical  production,  financial and distribution
functions.

     With more than 2,400 licenses sold, many of the world's most successful and
innovative  organizations  use Symix  software to help manage their  businesses.
Symix  is  focused  on  providing  solutions  for  midsized   manufacturers  and
manufacturing  sites, which it defines as between $20 million to $350 million in
annual sales.  Symix markets its products  through sales and services offices in
Australia,  Europe, North America, and the Pacific Rim.  Additionally,  SYMIX is
sold through more than 40  independent  software and support  business  partners
worldwide.  Symix product and company  information is available at the following
URL:http://www.symix.com.

     The statements made in this press release which are not historical fact are
"forward looking  statements" that involve risks and  uncertainties,  including,
but not limited to, product demand and market acceptance, variation of quarterly
revenues, the effect of economic conditions, the impact of competitive products,
foreign  currency  fluctuations,  pricing and other factors  detailed in Symix's
filings with the Securities and Exchange Commission.


                                      -19-
<PAGE>



Symix Acquires VAS/Page 4
    


(SYMIX  HAS 2,400  LICENSES  WORLDWIDE,  AND EVERY DAY MORE THAN  70,000  PEOPLE
UTILIZE  THE  SOFTWARE.  THE  COMPANY,  FOUNDED IN 1979,  IS FOCUSED ON FOUR KEY
MARKETS:  INDUSTRIAL EQUIPMENT,  FURNITURE/FIXTURES,  ELECTRONICS AND FABRICATED
METALS.)

SYMIX is a registered  trademark of Symix  Systems,  Inc. All other products are
trademarks of their respective companies.




                                      -20-


<TABLE> <S> <C>



<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheets and statements of income of Symix
Systems, Inc., and is qualified in its entirety by reference to such
Form 10-Q for the period ended March 31, 1997.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               MAR-31-1997
<EXCHANGE-RATE>                                      1
<CASH>                                           3,072
<SECURITIES>                                         0
<RECEIVABLES>                                   17,508
<ALLOWANCES>                                       444
<INVENTORY>                                        381
<CURRENT-ASSETS>                                21,807
<PP&E>                                          13,646
<DEPRECIATION>                                   8,038
<TOTAL-ASSETS>                                  40,499
<CURRENT-LIABILITIES>                           15,914
<BONDS>                                            997
                                0
                                      1,031
<COMMON>                                            61
<OTHER-SE>                                      20,512
<TOTAL-LIABILITY-AND-EQUITY>                    40,499
<SALES>                                         23,210
<TOTAL-REVENUES>                                44,585
<CGS>                                            6,525
<TOTAL-COSTS>                                   15,344
<OTHER-EXPENSES>                                26,603
<LOSS-PROVISION>                                   (6)
<INTEREST-EXPENSE>                                   5
<INCOME-PRETAX>                                  2,761
<INCOME-TAX>                                     1,050
<INCOME-CONTINUING>                              1,711
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,711
<EPS-PRIMARY>                                     0.28
<EPS-DILUTED>                                     0.28
        


</TABLE>


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