MERANT PLC
6-K, 2000-02-17
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<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 February 17, 2000

                                   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
                       LONDON STOCK EXCHANGE ANNOUNCEMENT

FOR IMMEDIATE RELEASE

CONTACTS:
MERANT                                  VMW Corporate & Investor Relations
Ken Sexton                              Sylvia Dresner/Vicki Weiner
Chief Financial Officer                 United States
1 (301) 838 5210                        1 (212) 616 6161
[email protected]                   [email protected]

Larry De'Ath                            Financial Dynamics
VP, Investor Relations                  Giles Sanderson/Jon Earl
1 (301) 838 5228                        United Kingdom
[email protected]                  44 (0) 207 831 3113
                                        [email protected]

                      MERANT REPORTS THIRD QUARTER RESULTS
        MERANT Egility Solutions Drive Increase in E-Business Customers

www.merant.com - February 17, 2000 - MERANT (Nasdaq National Market (NNM): MRNT;
London Stock  Exchange  (LSE):  MRN), a global leader in enterprise  application
development and e-business  solutions,  today reported its results for the third
fiscal quarter ended January 31, 2000.  MERANT  announced its preliminary  third
quarter estimates on February 7, 2000.

For the third fiscal quarter,  revenues were $88.6 million under U.S.  generally
accepted accounting  principles (or "GAAP").  Operating earnings before goodwill
amortization were $3.5 million for the third quarter, and net earnings excluding
goodwill  amortization  were $0.13 per  American  Depositary  Share  (ADS).  Net
earnings  including  goodwill  amortization  for the  third  quarter  were  $1.6
million, or $0.05 per ADS.

Under U.K.  GAAP,  revenues were GBP 54.6 million for the third fiscal  quarter.
Operating profit before goodwill  amortization was GBP 2.2 million, and earnings
per  ordinary  share  excluding  amortization  of  goodwill  were 1.2  pence per
ordinary share.

Commenting  on  MERANT's  financial  performance,  Ken Sexton,  chief  financial
officer  at MERANT,  noted  "During  the third  quarter,  transactions  which we
expected to complete with a value of approximately $8 million, or GBP 5 million,
were delayed.  We anticipate that most of the transactions  will be completed in
the  fourth  quarter.  The delay in orders had an  adverse  effect on  operating
results  for the  third  quarter.  As we have  continued  our  transition  to an
e-business focus, the Company has reduced its reliance on Year 2000 products and
services.  In the third  quarter,  Year 2000 revenue only  represented 5% of our
revenue, compared to 16% for the same quarter last year."

"During the third quarter,  we saw substantial growth in customer demand for our
enterprise e-business  solutions,  following the successful launch of the MERANT
Egility framework in October 1999," said Gary Greenfield, MERANT's president and
chief executive officer. "Many of MERANT's current customers,  which include the
majority  of the Global 500 and more than 400  dot-com  companies,  are  already
utilizing our innovative e-business  applications.  Increasing demand for MERANT
Egility  solutions is confirming our leadership  role in the fast growing sector
of enterprise  application  development,  and we expect to return the Company to
overall  growth in the fourth fiscal  quarter,  primarily  driven by anticipated
double-digit growth in our e-business solutions".

In  addition  to  the  acquisition  of  EnterpriseLink   Technology  Corporation
previously announced this quarter, MERANT acquired Trillium Software Corporation
and Northern  Software  Partners  (NSP).  Trillium  Software  Corporation  was a
privately-held  provider of change  management  software  based in Eden Prairie,
Minnesota.  NSP was based in Oslo,  Norway and served as  MERANT's  sole  Nordic
region  distributor for its Micro Focus(R) product line and had also distributed
the  MERANT  PVCS(R)and  DataDirect(R)  product  lines in the  region.  The cash
consideration  payable in connection with these two acquisitions is not material
to the MERANT group taken as a whole.

MERANT's most recent and third quarter highlights include:

MERANT Powers E-Commerce and Business-to-Business Applications:
- --------------------------------------------------------------
- - Powerful  Business-to-Business  Extranet  Delivered to Wrangler to  Streamline
Communications  -  Wrangler  successfully  launched  Trader's  Pass,  a powerful
business-to-business Web site designed to streamline communications across sales
representatives, retailers and suppliers.

<PAGE> 3

- - MERANT  Takes  PSL's  Psychometric  Assessment  Service to the Web - The first
Web-based competency and personality  assessment screening service was built for
Psychometric  Services  Limited (PSL) in the United  Kingdom to be used by large
blue-chip companies to streamline customers' recruiting process.

- - MERANT  Leads  Ellison  Windows in  Development  and  Integration  of Powerful
Business-to-Business  Web System - MERANT completed a  business-to-business  Web
application for Ellison Windows,  the United States' fifth largest  manufacturer
of vinyl windows,  empowering  distributors  with online  ordering,  integrating
their brick-and-mortar business with the Web.

MERANT  Partners  with Key  E-Business  Providers
- -------------------------------------------------
- - MERANT launched the MERANT Egility  Alliance,  a new partnership  program with
world-class vendors, in order to provide complementary  best-of-breed e-business
technologies  and solutions to help customers  rapidly e-enable their businesses
and to support a variety of e-business  environments.  Initial partners include:
BEA/WebLogic,  Cerebellum Software,  DataJunction,  DataFlux, Gemstone, Inprise,
IONA and Microsoft.

Over 400 Leading Dot-com  Companies Choose MERANT to Enable  E-Business
- -----------------------------------------------------------------------
- - MERANT  announced  that over 400  dot-com  companies  have turned to MERANT in
their quest to redefine the customer  experience through  innovative  e-business
applications.  MERANT  recently  deployed its Egility  solutions for  e-business
across major dot-com  companies  including  GO.com (NYSE:  GO),  BUYandHOLD.com,
MapQuest.com (NNM: MQST), BIGWORDS.com and iDirections.com.

MERANT Empowers Linux Developers and Expands Linux-related solutions:
- --------------------------------------------------------------------
- - Allaire  Selects  MERANT to  Deliver  Data  Access and  Integration  for Linux
ColdFusion Web Applications - Allaire is integrating  MERANT technology with new
Linux versions of ColdFusion,  an award-winning  cross-platform  Web application
server,   to  provide  customers  secure   high-availability   data  access  and
integration across Linux-based Web applications.

- - RIMS  Moves  its  Leading  Applications  to Linux  with  MERANT - With  MERANT
technology,  Resource Information  Management Systems,  Inc. (RIMS) successfully
ported  to the  Linux  platform,  leveraging  their  significant  investment  in
existing systems to speed time to implementation and reduce project costs.

- - MERANT Brings the Power of Legacy Extension to Red Hat Linux - MERANT extended
its Egility Enterprise  Extension solution to Red Hat Linux,  enabling companies
with a  significant  investment  in  legacy-based  systems to rapidly  deploy on
Linux,  leveraging  its  power  and low cost of  ownership  for  e-business  and
distributed solutions.

<PAGE> 4

About MERANT

Founded  in 1976,  MERANT is a leader  in  Enterprise  Application  Development,
providing  the  products,  people and  processes to  accelerate  the  customer's
business  through the  application  of innovative  information  technology.  The
MERANT Egility  framework  empowers  organizations to transform their enterprise
applications  for the  changing  technology  and  business  requirements  of the
e-business environment,  manage the application development process, and provide
integrated data  connectivity  across the enterprise,  from the mainframe to the
Internet.  A global  organization  with  approximately  $370  million  in annual
revenues and nearly 2,000  employees,  MERANT has  approximately  500 technology
partners  and more than 5  million  licenses  at over  35,000  customer  sites -
including  the  entire  Fortune  100 and the  majority  of the Global  500.  For
additional  information on MERANT and its solutions,  visit MERANT's web site at
http://www.merant.com.     Investor    inquiries    can    be    forwarded    to
[email protected].

                   (Tables and Supplemental Analysis Follow)

Forward-Looking Statements

The following  statement is made in accordance with the U.S. Private  Securities
Litigation  Reform  Act of  1995:  This  announcement  contains  forward-looking
statements that include statements regarding  expectations for MERANT's business
strategy,   prospects  and  growth,   as  well  as  the  completion  of  delayed
transactions  in  MERANT's  fourth  fiscal  quarter  and the growth of  MERANT's
e-business  solutions  business in the fourth fiscal  quarter and beyond.  These
forward-looking  statements involve a number of risks and uncertainties.  Actual
results could differ  materially from those  anticipated by the  forward-looking
statements  made herein.  Future  results will be difficult to predict as MERANT
transforms its business strategy to provide  e-business  solutions and away from
certain of its past primary markets, including the market for Year 2000 products
and  services.  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  potential for a decrease in net
revenue which may be caused by delays in the timing of sales and the delivery of
products or services, the ability of MERANT to develop, release, market and sell
products and services to customers in the highly  dynamic  market for enterprise
application  development  and  e-business  solutions,  the  potential  need  for
enterprise  application  development solutions and e-business solutions to shift
based on changes in underlying  technology standards coming into use, the market
acceptance of MERANT's e-business  solutions and e-business solutions generally,
the effect of  competitors'  efforts to enter  MERANT's  markets,  and  MERANT's
ability to manage and integrate recently acquired businesses or other businesses
that it may acquire in the future.  Further  information  on  potential  factors
which could affect  MERANT's  financial  results is included in MERANT's  Annual
Report on Form 20-F for the year ended April 30, 1999, and Quarterly  Reports on
Form 6-K for the  quarters  ended July 31, 1999 and October  31,  1999,  each as
submitted  to the SEC and as may be updated and amended  with future  filings or
submissions.  MERANT undertakes no obligation to release publicly any updates or
revisions to any forward-looking  statements contained in this announcement that
may  reflect  events  or   circumstances   occurring  after  the  date  of  this
announcement.

Trademark Notice

MERANT and  Egility are  trademarks,  and  DataDirect,  Micro Focus and PVCS are
registered  trademarks,  of MERANT.  All other trademarks as they appear in this
announcement are the property of their respective owners.

Securities Exchanges

As a foreign private issuer in the United States, MERANT is not required to file
quarterly  reports  with  the  SEC.  However,  starting  in  1997  MERANT  began
furnishing 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.  These  materials  are  available on the SEC web site located at
http://www.sec.gov.  Copies of MERANT's Annual Report to Shareholders and Annual
Report on Form 20-F,  each for the year ended April 30, 1999, are available upon
request to MERANT's offices in Rockville, Maryland or Newbury, United Kingdom.

<PAGE> 5

U.S. GAAP results
- ---- ---- -------

In the U.S.  formatted  financial  statements,  which are prepared in accordance
with U.S. generally  accepted  accounting  principles,  or GAAP, the merger with
INTERSOLV,  Inc.  completed  in  September  of  1998  was  accounted  for  as  a
pooling-of-interests.  Accordingly,  all U.S.  financial  data presented in this
report include the results of INTERSOLV.

Review of 3rd Quarter - Revenues for the third fiscal  quarter ended January 31,
2000,  were $88.6  million,  a decrease  of 7%  compared  to last  year's  third
quarter.  Non-Y2K  revenue  increased  4% compared to last year's same  quarter.
Revenues from Y2K  represented 5% of total revenue for the quarter ended January
31, 2000, down from 16% during the same quarter last year.

Gross margins improved to $66.8 million,  or 75% of revenue.  Operating  income,
before  goodwill  amortization  charges,  was $3.5  million  compared  with $6.9
million in the third  quarter last year.  Net  earnings per American  Depositary
Share ("ADS") excluding  goodwill  amortization in the third fiscal quarter were
$0.13, as compared to $0.21 per ADS for the prior year's comparable  period. Net
income per ADS  (diluted) was $0.05  compared  with $0.18 for the  corresponding
period last year.

During  the  third  fiscal  quarter,   MERANT   completed  the  acquisitions  of
EnterpriseLink   Technology  Corporation,   Trillium  Software  Corporation  and
Northern  Software   Partners  AS  (NSP).  The  consideration   payable  in  the
EnterpriseLink  acquisition is a cash amount of up to approximately $22 million,
and the cash  consideration  payable in  connection  with the Trillium  Software
Corporation and NSP  acquisitions is not material to the MERANT group taken as a
whole.  These three transactions will be accounted for using the purchase method
of  accounting.  The  trading  results  of  these  acquisitions  did not  have a
significant impact on MERANT's results for the quarter.

Review of year-to-date results - Year-to-date revenues were $268.4 million, down
4% compared to the nine months ended January 31, 1999. Non-Y2K revenue increased
6% in the first nine months of this fiscal  year.  Revenue from Y2K products and
services  represented  8% of total  revenue,  down from 16% for the  first  nine
months of last year.

Gross margins for this year's first nine months were $200.4  million,  or 75% of
revenue,  compared to $198.1 million,  or 71% of revenue,  for the corresponding
period last year. Operating income,  before goodwill  amortization  charges, was
$12.4  million  compared  with $18.2  million  for the first nine months of last
year.  Net income was $6.7 million,  compared to $13.6  million.  Net income per
diluted ADS was $0.22 compared with $0.47 per ADS for the  corresponding  period
last year. Net income per ADS excluding goodwill  amortization was $0.39 in this
fiscal  year's first nine  months,  as compared to $0.55 per ADS for last year's
first nine months.

Summary financial results excluding non-recurring items are as follows:

U.S. dollars, U.S. GAAP       Three months ended       Nine months ended
(in millions, except          Jan 31      Jan 31       Jan 31     Jan 31
 per ADS amounts)               2000        1999         2000       1999

Revenue                        $88.6m      $95.7m      $268.4m    $278.2m
EBITA                           $3.5m       $6.9m       $12.4m     $18.2m
Earnings per ADS
 - excluding goodwill          $0.13       $0.21        $0.39      $0.55
Net income                      $1.6m       $5.2m        $6.7m     $13.6m
Earnings per ADS - diluted     $0.05       $0.18        $0.22      $0.47

Notes:

o Basis of presentation:  in accordance with U.S. GAAP, the INTERSOLV merger has
been  accounted  for as a  pooling-of-interests,  and  accordingly  all  periods
presented in U.S. format disclose the combined results of MERANT and INTERSOLV.
o EBITA is earnings before interest,  taxes,  goodwill amortization charges, and
non-recurring items.

<PAGE> 6

U.K. GAAP results
- ---- ---- -------

In the U.K.  formatted  financial  statements,  which are prepared in accordance
with U.K.  GAAP,  the  purchase  of  INTERSOLV,  Inc.  was  accounted  for as an
acquisition.  Accordingly, the U.K. formatted results incorporate the trading of
INTERSOLV only from September 24, 1998,  the date of its  acquisition.  Goodwill
arising from the acquisition,  which totalled GBP 140.1 million, will be charged
against income over a four-year  term,  resulting in a pre-tax charge of GBP 8.8
million per quarter.

Review of 3rd Quarter - Revenue for the quarter  ended  January 31, 2000 was GBP
54.6 million, a decrease of 5% compared to the GBP 57.3 million reported for the
quarter ended January 31, 1999. Operating profit before goodwill charges was GBP
2.2 million,  compared to GBP 4.2 million for the comparable  prior year period.
Excluding the effect of goodwill  charges,  earnings after taxation were GBP 1.8
million,  or 1.2 pence per share,  compared  to GBP 3.5 million or 2.5 pence per
ordinary  share  for the third  quarter  last  year.  Amortization  of  goodwill
relating to  acquisitions  totalled  GBP 10.1  million in the  current  quarter,
compared to GBP 9.0 million in the  corresponding  quarter last year.  Including
the effect of goodwill charges, loss after taxation was GBP 8.2 million and loss
per ordinary  share was 5.8 pence,  compared to a loss after taxation of GBP 5.5
million and loss per ordinary  share of 3.9 pence for the third  quarter of last
year.

As described in the U.S.  GAAP  results,  MERANT  completed  three  acquisitions
during  the  quarter.  These  transactions  will  be  accounted  for  using  the
acquisition method of accounting.  The trading results of these acquisitions did
not have a significant impact on MERANT's results for the quarter.

Review of  year-to-date  results - Revenue for the nine months ended January 31,
2000 was GBP 166.5  million,  compared to GBP 126.8  million for the nine months
ended  January 31,  1999,  an increase of 31%.  The  increase  reflects the full
inclusion  of revenue  earned by the  INTERSOLV  business in the current  fiscal
period.  Operating profit before goodwill charges was GBP 7.7 million,  compared
to GBP 12.4  million  last year.  Excluding  the effect of goodwill  charges and
exceptional  items,  earnings after taxation were GBP 6.2 million,  or 4.2 pence
per  ordinary  share,  compared to GBP 10.1  million,  or 9.3 pence per ordinary
share for the corresponding prior year period. Amortization of goodwill relating
to  acquisitions  totalled GBP 28.5 million in the nine months ended January 31,
2000,  compared  to GBP 13.0  million  in the  corresponding  period  last year.
Including  the effect of goodwill  charges  and  exceptional  items,  loss after
taxation  was GBP 22.3  million  and loss per  ordinary  share  was 15.8  pence,
compared to a loss after taxation of GBP 11.0 million and loss per share of 10.3
pence for the corresponding prior year period.

Summary financial results are as follows:

G.B. pounds, U.K. GAAP          Three months ended          Nine months ended
(in millions, except            Jan 31      Jan 31         Jan 31       Jan 31
per ordinary share amounts)       2000        1999           2000         1999

Revenue                       GBP 54.6m   GBP 57.3m     GBP 166.5m   GBP 126.8m
EBITA                          GBP 2.2m    GBP 4.2m       GBP 7.7m    GBP 12.4m
EPS excluding goodwill             1.2p        2.5p           4.2p         9.3p
(Loss) after goodwill
and taxation                  (GBP 8.2m)  (GBP 5.5m)    (GBP 22.3m)  (GBP 11.0m)
(Loss) per ordinary share         (5.8p)      (3.9p)        (15.8p)      (10.3p)

Notes:

o Basis of presentation: in accordance with U.K. GAAP, the INTERSOLV transaction
has been  accounted  for as an  acquisition,  and  accordingly  the U.K.  format
results  include the results of INTERSOLV  from  September 24, 1998, the date of
its acquisition.
o EBITA is earnings before interest,  taxes,  goodwill amortization charges, and
exceptional items.

<PAGE> 7

               CONSOLIDATED STATEMENTS OF INCOME - IN U.S. FORMAT
<TABLE>
<S>                                                                       <C>         <C>          <C>        <C>
(in thousands, except                                                  Three months ended       Nine months ended
 per share and ADS data)                                               Jan 31      Jan 31       Jan 31     Jan 31
(unaudited)                                                              2000        1999         2000       1999
Net revenue
    License fees                                                      $44,224     $48,587     $133,292   $142,191
    Maintenance subscriptions                                          28,450      25,363       80,469     75,074
    Training and consulting                                            15,916      21,767       54,591     60,886
- -----------------------------------------------------------------------------------------------------------------
Total net revenue                                                      88,590      95,717      268,352    278,151
- -----------------------------------------------------------------------------------------------------------------
Cost of revenue
    Cost of license fees                                                2,212       4,269        7,040      9,973
    Cost of maintenance subscriptions                                   5,371       5,904       17,075     18,534
    Cost of training and consulting                                    14,165      17,725       43,812     51,558
- -----------------------------------------------------------------------------------------------------------------
Total cost of revenue                                                  21,748      27,898       67,927     80,065
- -----------------------------------------------------------------------------------------------------------------
Gross profit                                                           66,842      67,819      200,425    198,086
- -----------------------------------------------------------------------------------------------------------------
Operating expenses
    Research and development                                           14,283      15,147       44,192     45,876
    Sales and marketing                                                41,609      36,281      121,707    110,079
    General and administrative                                          7,483       9,463       22,102     23,939
    One time charges                                                        -           -            -     49,662
- -----------------------------------------------------------------------------------------------------------------
Total operating expenses                                               63,375      60,891      188,001    229,556
- -----------------------------------------------------------------------------------------------------------------
Income (loss) before goodwill amortization
                                                                        3,467       6,928       12,424    (31,470)
Goodwill amortization                                                   2,377         824        5,101      2,332
- -----------------------------------------------------------------------------------------------------------------
Income (loss)from operations                                            1,090       6,104        7,323    (33,802)
Interest income, net                                                    1,365       1,908        3,156      4,938
- -----------------------------------------------------------------------------------------------------------------
Income (loss)before income taxes                                        2,455       8,012       10,479    (28,864)
Income taxes                                                             (883)     (2,800)      (3,772)      (998)
- -----------------------------------------------------------------------------------------------------------------
Net income (loss)                                                      $1,572      $5,212       $6,707   ($29,862)
- -----------------------------------------------------------------------------------------------------------------
Net income (loss) per share: basic                                      $0.01       $0.04        $0.05     ($0.21)
Net income (loss) per ADS: basic                                        $0.05       $0.18        $0.23     ($1.04)
- -----------------------------------------------------------------------------------------------------------------
Shares used in computing basic net income (loss) per share            146,466     143,669      144,826    143,310
ADSs used in computing basic net income (loss) per ADS                 29,293      28,734       28,965     28,662
- -----------------------------------------------------------------------------------------------------------------
Net income (loss) per share: diluted                                    $0.01       $0.04        $0.05     ($0.21)
Net income (loss) per ADS: diluted                                      $0.05       $0.18        $0.22     ($1.04)
- -----------------------------------------------------------------------------------------------------------------
Shares used in computing diluted net income (loss) per share          156,888     143,726      152,016    143,310
ADSs used in computing diluted net income (loss) per ADS               31,378      28,745       30,403     28,662
- -----------------------------------------------------------------------------------------------------------------
Excluding one time charges:
Income before income taxes                                              2,455       8,012       10,479     20,798
Net income                                                              1,572       5,212        6,707     13,564
Net income per ADS: diluted                                             $0.05       $0.18        $0.22      $0.47
=================================================================================================================
Note:  Each American Depositary Share, or ADS, represents five ordinary shares.
</TABLE>

<PAGE> 8

                  CONSOLIDATED BALANCE SHEETS - IN U.S. FORMAT

(in thousands)                                        January 31,      April 30,
                                                            2000           1999
                                                      (Unaudited)
Assets
Current assets:
       Cash and cash equivalents                         $84,933        $86,580
       Short-term investments                             17,976         34,804
       Accounts receivable, net                           93,466        111,317
       Prepaid expenses and other assets                  11,022         13,485
- --------------------------------------------------------------------------------
Total current assets                                     207,397        246,186
- --------------------------------------------------------------------------------
Fixed assets:
       Property, plant and equipment, net                 50,012         46,090
       Goodwill, net                                      44,135         10,239
       Software product assets, net                       13,587         17,007
       Other assets                                        2,529          3,560
- --------------------------------------------------------------------------------
Total assets                                            $317,660       $323,082
- --------------------------------------------------------------------------------
Liabilities and shareholders' equity
Current liabilities:
       Borrowings                                         $1,412         $2,716
       Accounts payable                                    9,188         12,150
       Accrued employee compensation                      15,218         24,352
       Income taxes payable                                9,745         18,325
       Deferred revenue                                   61,955         69,155
       Other current liabilities                          30,508         29,869
- --------------------------------------------------------------------------------
Total current liabilities                                128,026        156,567
- --------------------------------------------------------------------------------
Deferred income taxes                                     16,498         14,304
- --------------------------------------------------------------------------------
Total liabilities                                       $144,524       $170,871
- --------------------------------------------------------------------------------
Shareholders' equity:
       Ordinary shares                                     4,846          4,691
       Additional paid-in capital and other reserves     168,254        154,868
       Treasury stock                                     (7,179)        (7,552)
       Retained earnings                                  15,557          8,850
       Accumulated other comprehensive loss               (8,342)        (8,646)
- --------------------------------------------------------------------------------
Total shareholders' equity                              $173,136       $152,211
- --------------------------------------------------------------------------------
Total liabilities and shareholders' equity              $317,660       $323,082
================================================================================

<PAGE> 9

              CONSOLIDATED PROFIT & LOSS ACCOUNT - IN U.K. FORMAT

(In thousands, except                 Three months ended       Nine months ended
 per share data)                      Jan 31      Jan 31       Jan 31     Jan 31
(unaudited)                             2000        1999         2000       1999
                                     GBP'000     GBP'000      GBP'000    GBP'000
Revenue
    Licence fees                      27,266      29,118       82,702    68,925
    Maintenance subscriptions         17,498      15,189       49,903    33,901
    Training and consulting            9,794      13,034       33,878    23,926
- --------------------------------------------------------------------------------
Total revenue                         54,558      57,341      166,483   126,752
- --------------------------------------------------------------------------------
Cost of revenue
    Cost of licence fees               1,361       2,555        4,373     5,356
    Cost of maintenance subscriptions  3,304       3,537       10,597    11,268
    Cost of training and consulting    8,714      10,614       27,169    16,483
- --------------------------------------------------------------------------------
Total cost of revenue                 13,379      16,706       42,139    33,107
- --------------------------------------------------------------------------------
Gross profit                          41,179      40,635      124,344    93,645
- --------------------------------------------------------------------------------
Operating expenses
    Research and development           8,829       9,076       27,402    20,623
    Sales and marketing               25,613      21,728       75,499    49,376
    General and administrative         4,531       5,667       13,736    11,215
- --------------------------------------------------------------------------------
Total operating expenses              38,973      36,471      116,637    81,214
- --------------------------------------------------------------------------------
Operating profit before
    amortisation of goodwill           2,206       4,164        7,707    12,431
Amortisation of goodwill              10,071       8,970       28,485    12,968
- --------------------------------------------------------------------------------
Operating (loss)                      (7,865)     (4,806)     (20,778)     (537)
Exceptional item-
    fundamental restructuring              -           -            -   (11,831)
- --------------------------------------------------------------------------------
(Loss) before interest and taxation   (7,865)     (4,806)     (20,778)  (12,368)
Interest income, net                     643       1,142        1,963     2,826
- --------------------------------------------------------------------------------
(Loss) before taxation                (7,222)     (3,664)     (18,815)   (9,542)
Taxation                              (1,025)     (1,849)      (3,481)   (1,441)
- --------------------------------------------------------------------------------
(Loss) for the period after taxation  (8,247)     (5,513)     (22,296)  (10,983)
- --------------------------------------------------------------------------------
(Loss) per share: basic                (5.8p)      (3.9p)      (15.8p)   (10.3p)
(Loss) per share: diluted              (5.8p)      (3.9p)      (15.8p)   (10.3p)
- --------------------------------------------------------------------------------
Number of shares: basic              142,853     139,859      141,240   106,325
Number of shares: diluted            142,853     139,859      141,240   106,325
================================================================================

<PAGE> 10
                  CONSOLIDATED BALANCE SHEET - IN U.K. FORMAT

In thousands                                         January 31,       April 30,
                                                           2000            1999
                                                     (Unaudited)
                                                        GBP'000         GBP'000
Fixed assets:
       Intangible fixed assets                          132,530         133,976
       Tangible fixed  assets                            30,872          28,633
       Investments                                        4,431           4,691
- --------------------------------------------------------------------------------
Total fixed assets                                      167,833         167,300
- --------------------------------------------------------------------------------
Current assets:
       Stock                                              1,600           1,780
       Trade debtors                                     57,695          70,682
       Other debtors and prepaid expenses                 6,905           7,205
       Cash and bank deposits                            63,524          75,394
- --------------------------------------------------------------------------------
Total current assets                                    129,724         155,061
- --------------------------------------------------------------------------------
Creditors: amounts falling due within one year
       Bank loans and overdrafts                            872           1,696
       Trade creditors                                    5,671           7,546
       Accrued employee compensation                      9,394          15,126
       Current corporation tax                            7,249          11,534
       Accrued expenses and other current liabilities    23,995          13,835
       Deferred revenue                                  38,243          42,954
- --------------------------------------------------------------------------------
Total current liabilities                                85,424          92,691
- --------------------------------------------------------------------------------
Net current assets                                       44,300          62,370
- --------------------------------------------------------------------------------
Total assets less current liabilities                   212,133         229,670
Creditors: amounts falling due after more than one year       -               6
Provision for liabilities and charges                    10,184          12,555
- --------------------------------------------------------------------------------
Net assets                                              201,949         217,109
- --------------------------------------------------------------------------------
Capital and reserves
       Called up share capital                            2,969           2,873
       Share premium account and other reserves         197,514         189,261
       Profit and loss account                            1,466          24,975
- --------------------------------------------------------------------------------
Total shareholders' equity                              201,949         217,109
================================================================================

<PAGE> 11

                                   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:  February 17, 2000           By: /s/ Kenneth A. Sexton
                                      ---------------------------------------
                                      Kenneth A. Sexton
                                      Chief Financial Officer




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