<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 17, 1999
MERANT plc
(Translation of Registrant's Name Into English)
The Lawn, Old Bath Road, Newbury, England RG14 1QN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F _____
-------
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes X No _____
-------
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2 (b): 82-795.)
<PAGE> 2
[Logo]
MERANT(TM)
When Development Means Business
2nd Interim Report January 31, 1999
<PAGE> 3
Letter to Shareholders
Dear MERANT shareholder:
This report covers the period from August 1, 1998 to January 31, 1999. On
September 24, 1998, MERANT plc (formerly Micro Focus Group Plc) acquired
INTERSOLV, Inc. On November 30, I was appointed as Chief Executive Officer.
During the following two months I moved aggressively to identify and integrate
our executive management team, visit each of our offices to establish a
leadership presence for the Company, bring focus and discipline to our sales
forecasting, define who we are for our customers, our staff, industry and
financial analysts and the press, and consolidate the Company under one name,
MERANT, with one mission: Accelerate our customer's business through the
application of innovative information technology.
We are beginning to see the positive results of strategic steps we have
taken to realign and combine the technology, distribution and service strengths
of the merged organizations of Micro Focus and INTERSOLV. As a combined Company,
we are now expanding our leadership in the Enterprise Application Development
market.
Recent examples of the breadth and depth of MERANT's innovative
technology and application solutions include DataDirect technology, which now
drives E-business on Infoseek's GO Network; Net Express(TM) 3.0, a
ground-breaking development environment for E-COBOL applications that extends
core business processes to the Web and other distributed computing platforms;
and PVCS Dimensions Replicator(TM), a leading distributed development system for
facilitating software development processes in decentralized and distributed
team environments.
The Company has changed its accounting year-end from January 31 to April
30. Consequently, the Company is publishing this Second Interim Report covering
the six-month period to January 31, 1999. The Company's next Annual Report will
cover the period ended April 30, 1999.
The Company's U.K. format financial statements, which are prepared under
U.K. generally accepted accounting principles (GAAP), show revenue for the six
months ended January 31, 1999 of GBP 97.5 million, an increase of 75% over
the GBP 55.7 million reported for the corresponding period last year. In
accordance with U.K. GAAP, the INTERSOLV transaction has been accounted for as
an acquisition and the U.K. format results incorporate the results of INTERSOLV
from the date of the acquisition. Goodwill arising from the acquisition, which
totalled GBP 140.1 million, will be charged against income over a four-year
term. The results for the six months ended January 31, 1999 include charges of
GBP 12.4 million for amortisation of goodwill and GBP 11.8 million for
other one-time costs associated with the acquisition. Excluding those charges,
profit after taxation was GBP 6.2 million compared with GBP 7.0 million in
the prior year period and diluted earnings per ordinary share were 5.1 pence
compared with 8.8 pence. Including the effect of those charges, loss after
taxation was GBP 14.3 million and loss per ordinary share was 11.8 pence.
Net revenue for the twelve months ended January 31, 1999 increased 61% to
GBP 156.1 million from GBP 97.0 million for the comparable prior year
period. Profit after taxation, excluding non-recurring charges and amortisation
of goodwill associated with the INTERSOLV acquisition, increased by 26% to
GBP 13.0 million from GBP 10.4 million for the comparable prior year
period; and diluted earnings per ordinary share were 12.7 pence for the
twelve-month period compared with 13.3 pence for the comparable prior year
period. Including the effect of those charges, loss after taxation was
GBP 7.6 million and loss per ordinary share was 7.3 pence.
During the period, MERANT also acquired its Australian distributor in a
transaction also accounted for as an acquisition. The contribution made by this
acquisition in the period was not significant.
2
<PAGE> 4
Under U.S. GAAP, the acquisition of INTERSOLV has been accounted for
using the pooling-of-interests method. Accordingly, the U.S. financial data for
all periods presented in this report includes the results of INTERSOLV. Also,
due to the change in fiscal year end, the U.S. financial reports are based on
results for the first nine months of the fiscal year beginning May 1, 1998 and
ending April 30, 1999. Revenue for the nine-month period increased 2% to $278.2
million from $272.0 million for the comparable nine-month period ended January
31, 1998. Excluding one-time charges, net income for the nine months was $13.6
million compared with $21.6 million for the comparable period of fiscal 1998 and
diluted earnings per American Depositary Share ("ADS") were $0.47 compared with
$0.75 in the comparable prior-year period. Each ADS represents five ordinary
shares.
Our overall revenue performance was in line with expectations. Our
transformation business activities are expanding well beyond the Year 2000
requirements to meet current customer needs including ongoing euro conversions,
Web enablement of legacy systems and enterprise wide solutions.
Your management team is committed to delivering benefits and growth from
the integration of MERANT into one company, recognised globally as the leader in
Enterprise Application Development. I intend to more thoroughly describe our
vision and strategy in my next communication, which will be the first MERANT
Annual Report, prior to our annual general meeting planned for September, 1999.
/s/ Gary G. Greenfield
Gary Greenfield
President and Chief Executive Officer
April 30, 1999
As a foreign private issuer in the United States, MERANT is not required to file
quarterly reports with the U.S. Securities and Exchange Commission ("SEC").
However, in the interest of serving our U.S. shareholders in a manner consistent
with other U.S. investments, beginning in June 1997, MERANT began to furnish to
the SEC on a voluntary basis quarterly reports on Form 6-K which include
MERANT's results for the applicable quarter in a format similar to that of a
Form 10-Q. MERANT invites its UK shareholders to review these materials as well,
which may be obtained from the SEC website located at http://www.sec.gov.
The following statement is made in accordance with the U.S. Private Securities
Litigation Reform Act of 1995: This second interim report contains
forward-looking statements that involve a number of risks and uncertainties.
There are certain important factors that could cause results to differ
materially from those anticipated by the statements made herein. Factors that
could cause actual results to differ materially include, among others, the
ability of MERANT to effectively manage its costs against uncertain revenue
expectations, the ability to manage and integrate recently acquired businesses
or other businesses that it may acquire in the future, the potential for a
decrease in net revenue which may be caused by delays in the timing of the
delivery of products or services, the ability of MERANT to develop, release and
sell products and services to customers in the highly dynamic market for
enterprise application development solutions, the potential need for enterprise
application development solutions to shift based on changes in underlying
technology standards coming into use, and the effect of competitors' efforts to
enter MERANT's markets. Further information on potential factors which could
affect MERANT's financial results is included in the Registration Statement on
Form F-4 relating to the INTERSOLV acquisition, MERANT's Annual Report on Form
20-F for the year ended January 31, 1998 and Quarterly Reports on Form 6-K for
the quarters ended April 30, 1998, July 31, 1998, October 31, 1998 and January
31, 1999, and INTERSOLV's Annual Report on Form 10-K for the year ended April
30, 1998 and Quarterly Report on Form 10-Q for the quarter ended July 31, 1998,
each as filed or submitted (as the case may be) with the SEC, as they may be
updated and amended with future filings.
3
<PAGE> 5
CONSOLIDATED STATEMENTS OF INCOME - IN U.S. FORMAT
<TABLE>
.........................................................................................................................
Three Three Nine Nine
months months months months
(in thousands of U.S. dollars, except share, per share and ended ended ended ended
ADS data) January January January January
(unaudited) 31, 1999 31, 1998 31, 1999 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net revenue 95,717 100,889 278,151 272,038
- -------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of revenue 27,898 26,708 80,065 72,653
Research and development 15,147 14,972 45,876 45,628
Sales and marketing 36,281 35,073 110,079 101,764
General and administrative 10,287 9,177 26,271 22,412
One time charges - - 49,662 176
- ------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 89,613 85,930 311,953 242,633
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations 6,104 14,959 (33,802) 29,405
Interest income, net 1,908 1,066 4,938 2,897
.........................................................................................................................
Income (loss) before income taxes 8,012 16,025 (28,864) 32,302
Income taxes (2,800) (5,266) (998) (10,681)
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss) $5,212 $10,759 ($29,862) $21,621
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss) per share: basic $0.04 $0.08 ($0.21) $0.16
Net income (loss) per ADS: basic $0.18 $0.39 ($1.04) $0.79
- -------------------------------------------------------------------------------------------------------------------------
Shares used in computing basic net income (loss) per share (thousands) 143,669 137,823 143,310 137,035
ADSs used in computing basic net income (loss) per ADS (thousands) 28,734 27,565 28,662 27,407
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss) per share: diluted $0.04 $0.07 ($0.21) $0.15
Net income (loss) per ADS: diluted $0.18 $0.37 ($1.04) $0.75
- -------------------------------------------------------------------------------------------------------------------------
Shares used in computing diluted net income (loss) per share (thousands) 143,726 145,618 143,310 144,149
ADSs used in computing diluted net income (loss) per ADS (thousands) 28,745 29,124 28,662 28,830
- -------------------------------------------------------------------------------------------------------------------------
Excluding one time charges
Income before income taxes $8,012 $16,025 $20,798 $32,302
Net income $5,212 $10,759 $13,564 $21,621
Net income per ADS: diluted $0.18 $0.37 $0.47 $0.75
- -------------------------------------------------------------------------------------------------------------------------
Note: Shares and per-share data for all periods presented above reflect the
5-for-1 stock split of the Company's ordinary shares, which was effective as of
close of business on March 13, 1998. Each American Depositary Share ("ADS")
represents five ordinary shares.
</TABLE>
<PAGE> 6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - IN U.S. FORMAT
<TABLE>
.........................................................................................................................
Three Three Nine Nine
months months months months
(in thousands) ended ended ended ended
(unaudited) January January January January
31, 1999 31, 1998 31, 1999 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) $5,212 $10,759 ($29,862) $21,621
Currency translation adjustment 852 (1,721) 4,738 (1,019)
Unrealised gain (loss) on available-for-sale securities, net of tax 69 27 113 131
- -------------------------------------------------------------------------------------------------------------------------
Comprehensive income (loss) $6,133 $9,065 ($25,011) $20,733
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
CONSOLIDATED BALANCE SHEETS - IN U.S. FORMAT
<TABLE>
.........................................................................................................................
January 31, April 30,
(In thousands of U.S. dollars) (unaudited) 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash, cash equivalents and short term investments $118,964 $118,572
Accounts receivable, net 112,220 110,571
Prepaid expenses and other assets 13,400 11,015
.........................................................................................................................
Total current assets 244,584 240,158
.........................................................................................................................
Fixed assets:
Property, plant and equipment, net 47,354 51,071
Goodwill, net 8,723 6,983
Software product assets, net 17,242 25,738
Other assets 7,670 9,124
- -------------------------------------------------------------------------------------------------------------------------
Total assets $325,573 $333,074
- -------------------------------------------------------------------------------------------------------------------------
Liabilities and shareholders' equity
Current liabilities:
Deferred revenue $67,601 $59,117
Accounts payable and other current liabilities 86,007 86,810
.........................................................................................................................
Total current liabilities 153,608 145,927
Long term liabilities 15,006 15,073
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 168,614 161,000
- -------------------------------------------------------------------------------------------------------------------------
Shareholders' equity 156,959 172,074
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $325,573 $333,074
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - IN U.S. FORMAT
1. Basis of preparation
The basis of preparation of the financial information in these U.S.
consolidated financial statements is set out on page 8.
2. Change of accounting year end
In November 1998, the Company announced that it had elected to change its
accounting year end from January 31 to April 30. Consequently, these U.S.
consolidated financial statements report the results of the Company for the
current fiscal year commencing May 1, 1998 and for the prior fiscal year
commencing May 1, 1997.
3. Acquisitions
On September 24, 1998 the Company acquired all of the share capital of
INTERSOLV, Inc., ("INTERSOLV"), in exchange for 63,084,000 ordinary shares in
the Company and assumption of all outstanding employee stock options, which
represented a value of approximately $270 million on the date the transaction
was completed. INTERSOLV, a publicly-quoted U.S. company based in Rockville,
Maryland, was a provider of applications enablement technology and related
services. In using the pooling-of-interests method and, accordingly, all
financial data presented in these U.S. consolidated financial statements have
been restated to combine the results of MERANT and INTERSOLV. In the second
quarter of the current fiscal year, ended October 31, 1998, the Company incurred
pre-tax charges of approximately $25.6 million in connection with activities to
complete the transaction and approximately $24.1 million in other one time
charges related to the transaction.
In August, the Company acquired all of the share capital of its Australian
distributor, Advanced Software Engineering, Pty Ltd., ("ASE") for $4.0 million
in cash. This transaction has been accounted for using the purchase method, and,
accordingly, the results of operations of ASE have been combined with those of
MERANT for the period since acquisition. Acquisition costs have been allocated
between the identifiable assets and liabilities based on their respective fair
values, and the excess has been allocated to goodwill.
4. Dividends
Following established Company policy, the Directors do not intend to recommend
payment of a dividend.
5
<PAGE> 8
CONSOLIDATED PROFIT & LOSS ACCOUNT - IN U.K. FORMAT
<TABLE>
.........................................................................................................................
Six Six Twelve Twelve
months months months months
ended ended ended ended
January January January January
31, 31, 31, 31,
1999 1998 1999 1998
(unaudited) (unaudited) (unaudited)
GBP '000 GBP '000 GBP '000 GBP '000
- -------------------------------------------------------------------------------------------------------------------------
Notes
- -------------------------------------------------------------------------------------------------------------------------
Revenue 6 97,479 55,666 156,121 97,015
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Costs and expenses
Cost of revenue 26,690 13,094 39,024 22,835
Research and development 15,482 10,231 25,689 19,679
Sales and marketing 38,348 20,035 60,980 35,289
General and administrative 5 21,759 3,557 26,484 6,476
- -------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 102,279 46,917 152,177 84,279
- -------------------------------------------------------------------------------------------------------------------------
Operating (loss) profit 6 (4,800) 8,749 3,944 12,736
Exceptional item 7 (11,831) - 11,831) -
.........................................................................................................................
Loss/(profit) before interest and taxation (16,631) 8,749 (7,887) 12,736
Interest income, net 2,115 1,297 3,428 2,481
.........................................................................................................................
Loss/(profit) before taxation (14,516) 10,046 (4,459) 15,217
Taxation 8 176 (3,085) (3,093) (4,791)
- -------------------------------------------------------------------------------------------------------------------------
Loss/(profit) for the period after taxation (14,340) 6,961 (7,552) 10,426
- -------------------------------------------------------------------------------------------------------------------------
(Loss)/earnings per share: basic 9 (11.8)p 9.3p (7.3)p 14.0p
(Loss)/earnings per share: diluted 9 (11.8)p 8.8p (7.3)p 13.3p
- -------------------------------------------------------------------------------------------------------------------------
Number of shares: basic (thousands) 9 121,331 75,162 103,214 74,626
Number of shares: diluted (thousands) 9 121,331 79,199 103,214 78,526
- -------------------------------------------------------------------------------------------------------------------------
Note: Shares and per-share data for all periods presented above reflect the 5-for-1 stock split of the Company's
ordinary shares, which was effective as of close of business on March 13, 1998.
</TABLE>
<PAGE> 9
CONSOLIDATED BALANCE SHEET - IN U.K. FORMAT
<TABLE>
.........................................................................................................................
January 31 January 31
1999 1998
(Unaudited)
GBP '000 GBP '000
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fixed assets:
Intangible fixed assets 141,603 12,394
Tangible fixed assets 28,704 23,836
Investment 4,425 4,886
- -------------------------------------------------------------------------------------------------------------------------
Total fixed assets 174,732 41,116
- -------------------------------------------------------------------------------------------------------------------------
Current assets
Stock 1,197 317
Debtors 79,524 30,873
Cash and bank deposits 72,100 51,518
.........................................................................................................................
Total current assets 152,821 82,708
.........................................................................................................................
Creditors: amounts falling due within one year
Deferred revenue 40,969 20,030
Accrued expenses and other current liabilities 51,276 26,483
- -------------------------------------------------------------------------------------------------------------------------
Total current liabilities 92,245 46,513
- -------------------------------------------------------------------------------------------------------------------------
Net current assets 60,576 36,195
- -------------------------------------------------------------------------------------------------------------------------
Total assets less current liabilities 235,308 77,311
Creditors: amounts falling due after more than one year 4 12
Provision for liabilities and charges: deferred taxation 9,093 6,407
- -------------------------------------------------------------------------------------------------------------------------
Net assets 226,211 70,892
- -------------------------------------------------------------------------------------------------------------------------
Shareholders' equity 226,211 70,892
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
STATEMENT OF RECOGNISED GAINS AND LOSSES - IN U.K. FORMAT
<TABLE>
.........................................................................................................................
Six Six Twelve Twelve
months months months months
ended ended ended ended
January January January January
31, 31, 31, 31,
1999 1998 1999 1998
(unaudited) (unaudited) (unaudited)
GBP '000 GBP '000 GBP '000 GBP '000
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(Loss)/profit after taxation (14,340) 6,961 (7,552) 10,426
Foreign exchange losses (206) (189) (605) (1,122)
- -------------------------------------------------------------------------------------------------------------------------
Total recognised gains and losses (14,546) 6,772 (8,157) 9,304
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UK FORMAT
1. Basis of preparation
The basis of preparation of the financial information in these U.K. consolidated
financial statements is set out on page 8.
2. Change of accounting year end
In November 1998, the Company announced that it had elected to change its
accounting year-end from January 31 to April 30. As a result, the current
accounting year will run for the fifteen-month period to April 30, 1999, and the
Company is therefore issuing this second interim report covering the six-month
period to January 31, 1999
3. Acquisitions
On September 24, 1998 the Company acquired all of the share capital of
INTERSOLV, Inc. ("INTERSOLV"), in exchange for 63,084,000 ordinary shares in the
Company and assumption of all outstanding employee stock options, which
represented a value of approximately GBP 160 million on the date the
acquisition was completed. INTERSOLV, a publicly-quoted U.S. company based in
Rockville, Maryland, U.S.A., was a provider of applications enablement
technology and related services.
In August, the Company acquired all of the share capital of its Australian
distributor, Advanced Software Engineering, Pty Ltd., ("ASE") for GBP 2.4
million in cash.
In accordance with U.K. GAAP, both transactions have been accounted for as
acquisitions, and accordingly, the results of operations of INTERSOLV and ASE
have been combined with those of MERANT for the periods since their respective
acquisitions. Acquisition costs have been allocated between the identifiable
assets and liabilities based on their respective fair values, and the excess has
been allocated to goodwill.
4. Goodwill
In 1997, the Accounting Standards Board ("ASB") issued Financial Reporting
Standard 10 - Goodwill and Intangible Assets ("FRS 10"), which the Company is
required to adopt with effect from the beginning of its current financial year.
In accordance with FRS 10, goodwill arising on acquisitions has been capitalised
as an intangible asset. Amortisation of the capitalised amounts will be charged
to operations over the estimated useful economic lives of the underlying assets.
In 1998, the ASB issued FRS 11 - Impairment of Fixed Assets and Goodwill, which
the Company is also required to adopt with effect from this reporting period.
Implementation of this standard has not had a material effect on the results of
the Company in the current period.
5. General and administrative costs
General and administrative costs for the six months ended January 31, 1999
includes a provision of GBP 12,399,000 for amortisation of the goodwill which
arose on the acquisition of INTERSOLV (January 31, 1998: GBP nil).
6. Revenue and operating profit/(loss)
Revenue and operating profit/(loss) for the current accounting period and for
the year-to-date are analysed below between continuing operations and those
resulting from acquisitions. In the previous accounting period, for the year
ended January 31 1998, the results of operations attributable to acquisitions
was not material.
<PAGE> 11
Six months ended January 31 1999:
<TABLE>
........................................................................ .........................................
Continuing Acquisitions Total
operations
GBP '000 GBP '000 GBP '000
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue 51,546 45,933 97,479
Operating (loss)/profit 1,394 (6,194) (4,800)
- ------------------------------------------------------------------------------------------------------------------
Twelve months ended January 31 1999:
..................................................................................................................
Continuing Acquisitions Total
operations
GBP '000 GBP '000 GBP '000
- ------------------------------------------------------------------------------------------------------------------
Revenue 108,897 47,224 156,121
Operating (loss)/profit 9,749 (5,805) 3,944
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
7. Exceptional item
Provision has been made in the current period ended January 31, 1999 for
restructuring charges arising as a direct or indirect result of the acquisition
of INTERSOLV. This charge has been recorded as an exceptional item.
8. Taxation
The (credit)/charge for taxation includes the following:
<TABLE>
........................................................................ .......
Six Six Twelve Twelve
months months months months
ended ended ended ended
January January January January
31, 1999 31, 1998 31, 1999 31, 1998
(unaudited) (unaudited) (unaudited)
GBP '000 GBP '000 GBP '000 GBP '000
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
UK (931) 2,073 1,444 3,163
Overseas 735 1,048 1,649 1,628
- --------------------------------------------------------------------------------
(176) 3,085 3,093 4,791
- --------------------------------------------------------------------------------
The credit for taxation in the current period includes the following:
- --------------------------------------------------------------------------------
Attributable to operating loss 3,492
Attributable to exceptional items (3,668)
- --------------------------------------------------------------------------------
(176)
- --------------------------------------------------------------------------------
</TABLE>
9. Earnings per share
In 1998, the ASB issued FRS 14 - Earnings Per Share, which the Company is
required to adopt with effect from this reporting period. All earnings per share
data in these U.K. consolidated financial statements have been restated to
comply with FRS 14.
10. Dividends
In line with established Company policy, the Directors do not intend to
Recommend payment of a dividend.
7
<PAGE> 12
CONSOLIDATED FINANCIAL STATEMENTS - BASIS OF CONSOLIDATION
For the benefit of U.S. and U.K.-based shareholders the financial statements are
presented separately in U.S. and U.K. formats.
These financial statements have been prepared in accordance with both U.S. and
U.K. generally accepted accounting principles on the basis of the accounting
policies set out in the 1998 Annual Report, except - in the case of the U.K.
format statements - for the changes in accounting policy resulting from the
implementation of FRS 10 "Goodwill and Intangible Assets", FRS 11 "Impairment of
Fixed Assets and Goodwill" and FRS 12 "Provisions and Contingencies" and for the
change in presentation resulting from implementation of FRS 14 "Earnings Per
Share", and should be read in conjunction with the financial statements
contained therein. The taxation charge is calculated by applying the directors'
best estimate of the annual tax charge to the results for the period. Other
expenses are accrued in accordance with the same principles used in the
preparation of the annual financial statements.
The financial information contained in this report does not constitute statutory
accounts as defined in Section 240 of the U.K. Companies Act 1985. The figures
for the year ended January 31 1998 are based on the audited financial statements
which have been filed with the U.K. Registrar of Companies; the auditor's
reports on both the U.S. and U.K. financial statements for the year ended
January 31 1998 were unqualified.
- --------------------------------------------------------------------------------
REPORT OF THE AUDITORS TO MERANT PLC
We have reviewed the interim financial information set out on pages 6 and 7 in
respect of the six months ended January 31 1999, which is the responsibility of,
and has been approved by, the directors. Our responsibility is to report on the
results of our review.
Our review was carried out having regard to the Bulletin "Review of interim
financial information" issued by the Auditing Practices Board. This review
consisted principally of obtaining an understanding of the process for the
preparation of the interim financial information, applying analytical procedures
to the underlying financial data, assessing whether accounting policies have
been consistently applied, and making enquiries of the group's management
responsible for financial and accounting matters. The review excluded audit
procedures such as tests of controls and verification of assets and liabilities
and was therefore substantially less in scope than an audit performed in
accordance with Auditing Standards.
Accordingly we do not express an audit opinion on the interim financial
information.
On the basis of our review:
We are not aware of any material modifications that should be made
to the interim financial information as presented, and
In our opinion the interim financial information has been prepared using
accounting policies consistent with those adopted by MERANT plc in its
financial statements for the year ended January 31 1998, except for the
changes in accounting policy and presentation following adoption of FRS 10,
FRS 11, FRS 12 and FRS 14, as disclosed above.
Ernst & Young
Reading, England
April 30, 1999
<PAGE> 13
COMPANY INFORMATION
Registered office and U.K. head office
MERANT plc
The Lawn, 22-30 Old Bath Road,
Newbury, Berkshire, RG14 1QN
U.S. head office
MERANT Inc.,
701 East Middlefield Road,
Mountain View, CA 94043
Stock Market symbols
MRN (London Stock Exchange)
MRNT (Nasdaq National Market)
Stockbrokers
Warburg Dillon Read,
1 Finsbury Square
London EC2M 2PA, U.K.
Registrars and Transfer
Office Lloyds Bank
The Causeway, Worthing,
West Sussex BN99 6DA, U.K.
ADS Depositary
Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286, U.S.A.
CONTACT INFORMATION
U.K.
Corporate Headquarters
Newbury
The Lawn , 22-30 Old Bath Road
Newbury, Berkshire, RG14 1QN
Telephone: (+44) 1635 32646
U.S.A
Mountain View
701 East Middlfield Road
Mountain View, California 94043
Telephone: 650-938-3700
Fax: 650-404-7414
Other worldwide and regional office information is available on the Internet at
www.merant.com/worldwide
[Logo]
MERANT(TM)
When Development Means Business
8
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MERANT plc
(Registrant)
Date: May 158, 1999 By: /s/ Kenneth A. Sexton
---------------------------------------
Kenneth Sexton
Chief Financial Officer
