<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 June 6, 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 _____
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(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
Generic Announcement
Number of reports in announcement:
Not Applicable
Company Name:
MERANT plc
Full Issuer Name:
MERANT plc
AVS Security Number:
Unknown
Release Date:
IMMEDIATELY
Release Time:
IMMEDIATELY
Embargo Details:
Telephone Confirmation of Release Required:
Contact Name:
Philip Rosier
Tel. No:
01635 565583 or 07971 848629
Announcement Given To Third Parties:
Amendment:
Headline:
Announcement Body Information:
FOR IMMEDIATE RELEASE
CONTACTS:
MERANT VMW Corporate & Investor Relations
Gary Greenfield Sylvia Dresner/Vicki Weiner
Chief Executive Officer United States
1 (301) 838 5223 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) 20 7831 3113
[email protected]
<PAGE> 3
MERANT Reports Fourth Quarter and Year-End Results
Egility E-Business Solutions Grow to Over 50% of Revenue
www.merant.com - June 6, 2000 - MERANT (Nasdaq National Market (NNM): MRNT;
London Stock Exchange (LSE): MRN), a global leader in e-business software
solutions, today reported its results for the fourth fiscal quarter and fiscal
year ended April 30, 2000.
For the fourth fiscal quarter, revenues were $97.1 million under U.S. GAAP.
Pre-tax earnings were $4.3 million before goodwill amortization and
non-recurring charges. Net earnings amounted to $0.09 per American Depositary
Share (ADS) excluding goodwill amortization and non-recurring charges. Under
U.K. GAAP, revenues were GBP60.8 million for the fourth fiscal quarter. Pre-tax
profit before amortization of goodwill and non-recurring charges was GBP2.6
million. Net earnings for the quarter ended April 30, 2000 were 1.1 pence per
ordinary share excluding goodwill and non-recurring items.
The Company incurred a $13.5 million, or GBP8.5 million, one-time charge in the
fourth quarter to better align its cost structure with the transition to
e-business software solutions and to reflect the decline in demand for
traditional COBOL products and services. More than half of the charge was
related to a non-cash write-off of previously capitalized software cost.
For the fiscal year ended April 30, 2000, revenues were $365.4 million under
U.S. GAAP, and GBP227.3 million under U.K. GAAP. Pre-tax earnings before
goodwill amortization and non-recurring charges were $19.9 million for fiscal
year 2000, or $0.42 per ADS after income taxes. Under U.K. GAAP, pre-tax profit
excluding amortization of goodwill and non-recurring charges for fiscal year
2000 was GBP12.3 million, or net earnings per ordinary share of 5.3 pence.
As of April 30, 2000, cash totalled $126 million (GBP79.5 million), up $23
million (GBP16 million) compared to the beginning of the fourth quarter. Cash
generated from operations combined with a reduction in accounts receivables
strengthened MERANT's financial position as of April 30, 2000.
"Revenues from MERANT Egility, which forms the core of our e-business software
solutions, now make up more than half of the Company's business," said Ken
Sexton, chief financial officer at MERANT. "In addition, overall license fee
revenue in the fourth quarter increased 4%, and our Egility license fee revenue
increased 23% as compared to the same period last year. During the fourth
quarter, we've taken certain actions to reduce our ongoing costs in low growth
areas, while accelerating investments in our Egility e-business solutions and
Internet-related activity."
"During the last financial year we were unable to replace our year 2000 services
as rapidly as we expected, while at the same time the COBOL market was
retracting," stated Gary Greenfield, MERANT president and chief executive
officer. "Before year-end, we began deploying resources to exploit market
opportunities in support of our growth strategy for fiscal year 2001. MERANT's
distribution model is now organized around strategic customers and the delivery
of Egility solutions. As a result, we are in an excellent position to identify
and take advantage of opportunities in the dynamic e-business marketplace. We
are encouraged by the growing market acceptance of our Egility e-enabling
solutions, and expect that e-business revenues will continue to fuel growth and
make up more than two-thirds of MERANT's revenues by the end of fiscal year
ended April 30, 2001."
<PAGE> 4
MERANT's recent and fiscal fourth quarter highlights include:
MERANT Powers E-Commerce and Business-to-Business Applications:
* Ford Motor Company Selects MERANT as Global Standard for Managing Change -
MERANT's Egility Enterprise Software Configuration Management Solution has been
selected as the enterprise standard for managing Web content and business
applications at Ford. * Largest UK Direct Home Shopping Company Selects MERANT
to Implement 'Click and Mortar' Strategy JD Williams is employing MERANT to move
its paper-based catalog business online, using MERANT Enterprise Solutions to
create and implement their interactive business-to-consumer Web site. *
BUYandHOLD.com Chooses MERANT Egility as Key Component of System Architecture -
MERANT is providing a key component of the system architecture used to deliver
BUYandHOLD.com Securities Corporation's brokerage services. * MERANT and
INCEUTICA.com Deliver E-Marketplace for Pharmaceutical and Contract Research
Organizations - Built from the ground up with MERANT solutions, INCEUTICA.com's
e-marketplace is designed to facilitate the proposal process, helping
pharmaceutical and biotech companies move drugs to market faster and more
cost-effectively.
MERANT Launches Egility Application Change Management - Continuing its
commitment to help organizations leverage existing IT investments to migrate to
e-business, MERANT has launched a new Egility solution for Application Change
Management to manage change to customized packaged applications.
MERANT Expands Strategic Partnerships:
* IBM Awards MERANT Premier Business Partner Status - To accelerate customers'
e-business initiatives, MERANT has been named a Premier member of IBM's global
PartnerWorld for Developers program (PWD), the program's highest level of
membership. * MERANT Extends Microsoft Partnership, Accelerates Windows 2000
Deployment - Building on a long-term partnership, MERANT teams with Microsoft to
deliver complete data connectivity to enterprise and Internet data stores for
Windows 2000 through a robust, integrated solution. * MERANT Egility Provides
Critical E-Business Data Integration Capabilities Across Commerce One E-Commerce
Applications - MERANT is teaming with Commerce One to deploy e-procurement
applications for business-to-business marketplaces on the Web.
Conference Call Update
A conference call has been scheduled for investors and analysts to review fourth
quarter and year-end results. Those interested in participating in today's call
at 9:30 am US EDT (2:30 pm BST) should reference MERANT's web site at
http://www.merant.com/announcement at least 10 minutes prior to the call.
MERANT Egility
MERANT Egility solutions are born of elite MERANT technology, an abundance of
expertise, strict adherence to best practices and our alliances with leading
industry partners. With Egility, you can build, integrate and manage the
multitude of e-business applications needed to manage all the applications,
information and content necessary to run your business.
<PAGE> 5
About MERANT
MERANT, a leading e-business software solutions company, e-enables your
business. The MERANT Egility framework provides an e-business application
infrastructure for sustained e-business agility. MERANT Enterprise Solutions
leverage the Egility framework to deliver complete application solutions to
accelerate your e-business initiatives. Founded in 1976, MERANT is a global
organization with over $350 million in annual revenues and nearly 2,000
employees. MERANT has over 500 technology partners. You'll find MERANT
technology and solutions at 35,000 customer sites, including the entire Fortune
100, the majority of the Global 500 and over 400 leading dot-coms. For
additional information, visit 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, including the growth of MERANT's e-business
solutions business and related revenues, and the one-time nature of certain
charges. These forward-looking statements involve a number of risks and
uncertainties. Actual results could differ materially from those anticipated by
these forward-looking statements. 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 revenue or a slowdown in revenue growth 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 technology and customer
needs, 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 the possible success of existing competitors in those 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, October 31, 1999, and
January 31, 2000, each as submitted to the SEC and as may be updated and amended
with future filings or submissions, including MERANT's Form 20-F for the year
ended April 30, 2000. 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.
Financial Statement Information
The financial information contained in this report does not constitute statutory
accounts as defined in section 240 of the U.K. Companies Act 1985. Prior year
figures are based on the audited financial statements of the Company for the
period ended April 30, 1999, which have been filed with the U.K. Registrar of
Companies; the auditors' reports on both the U.K. and U.S. financial statements
for the period ended April 30, 1999 were unqualified.
<PAGE> 6
U.S. Securities Filings
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.
Trademark Notice
MERANT and Egility are trademarks of MERANT. All other trademarks as they appear
in this announcement are the property of their respective owners.
U.S. GAAP results
Review of 4th quarter results - Revenues for the fourth fiscal quarter ended
April 30, 2000, were $97.1 million, an increase of 1% compared to last year's
fourth quarter. MERANT's Egility e-business revenue made up 57% of MERANT's
total revenues for the quarter. Revenues related to COBOL decreased 14% in the
quarter due to lower demand for Y2K products and services. Revenues from Y2K
represented 2% of total revenue for the quarter ended April 30, 2000, down from
12% during the same quarter last year.
Operating income, before goodwill amortization and non-recurring charges, was
$2.7 million compared with $1.6 million in the fourth quarter last year. Net
earnings per American Depositary Share ("ADS") excluding goodwill amortization
and non-recurring charges in the fourth fiscal quarter were $0.09, as compared
to $0.07 per ADS for the prior year's comparable period. Net loss per ADS was
$0.31 compared with net income per diluted ADS of $0.05 for the corresponding
period last year.
During April of 2000, the Company began to accelerate its investment in Egility
and Internet-related activity, while reducing costs in COBOL and Y2K. As a
result, non-recurring charges of $13.5 million were incurred. $7.4 million of
the charge was related to a non-cash write-off of previously capitalized
software, while the remaining $6.1 million was made up of costs associated with
employee severance and a provision for excess facilities. These actions are
expected to reduce expenses in future fiscal quarters and better align the cost
structure with MERANT's e-business software solutions strategy.
Review of fiscal year 2000 results - Revenues for year ended April 30, 2000 were
$365.4 million, down 2% compared to the fiscal year ended April 30, 1999.
MERANT's Egility e-business revenue for the year made up 51% of total revenues.
Traditional COBOL revenue decreased 15%, primarily because of decreasing demand
for Y2K solutions. Revenue from Y2K products and services represented 6% of
total revenue for fiscal year 2000, down from 15% for the year ended April 30,
1999.
Operating income, before goodwill amortization and non-recurring charges, was
$15.1 million compared with $19.8 million last fiscal year. Net earnings per ADS
excluding goodwill amortization and non-recurring charges were $0.42 for the
fiscal year ended April 30, 2000, as compared to $0.58 per ADS for last fiscal
year. Net loss was $2.4 million, compared to a loss of $28.5 million. Net loss
per ADS was $0.08 compared with a loss of $1.00 per ADS for the corresponding
period last year.
<PAGE> 7
Summary financial results are as follows:
U.S. dollars, U.S. GAAP(in millions, except per ADS amounts)
---------------------------------------------------------------------
Three months ended Year ended
April 30, April 30, April 30, April 30,
2000 1999 2000 1999
---------------------------------------------------------------------
Revenue $97.1m $96.1m $365.4m $374.2m
EBITA $2.7m $1.6m $15.1m $19.8m
Pre-tax earnings
excluding goodwill and non-recurring items
$4.3m $3.0m $19.9m $26.1m
Net earnings per ADS
excluding goodwill and non-recurring items
$0.09 $0.07 $0.42 $0.58
Net (loss) income ($9.1m) $1.3m ($2.4m) ($28.5m)
Net earnings (loss) per ADS - diluted
($0.31) $0.05 ($0.08) ($1.00)
---------------------------------------------------------------------
Notes:
* Basis of presentation: in accordance with U.S. GAAP, the INTERSOLV merger
that closed in the second quarter of fiscal 1999 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.
* EBITA is earnings before interest, taxes, goodwill amortization and
non-recurring items.
* Net earnings excluding goodwill and non-recurring items are calculated
based on an assumed tax rate of 35%.
U.K. GAAP results Review of 4th quarter results - Revenue for the quarter ended
April 30, was GBP60.8 million, an increase of 2% compared to the GBP59.4 million
reported for the quarter ended April 30, 1999. Operating profit before goodwill
amortisation and non-recurring charges was GBP1.8 million, compared to GBP1.0
million for the comparable prior year period. Excluding the effect of goodwill
amortisation and non-recurring charges, earnings before taxation were GBP2.6
million, or 1.1 pence per ordinary share after tax, compared to GBP1.8 million
before taxation or 0.9 pence per ordinary share after tax for the fourth quarter
last year. Amortisation of goodwill relating to acquisitions totalled GBP10.7
million in the current quarter, compared to GBP8.9 million in the corresponding
quarter last year. Including the effect of goodwill amortisation and
non-recurring charges, loss after taxation was GBP13.2 million and loss per
ordinary share was 9.1 pence, compared to a loss after taxation of GBP7.7
million and loss per ordinary share of 5.5 pence for the fourth quarter of last
year.
The Company began to accelerate its investment in Egility and Internet-related
activity in April 2000, while reducing costs in COBOL and Y2K. As a result,
MERANT incurred non-recurring charges of GBP8.5 million in the quarter ended
April 30, 2000. GBP4.7 million of the charge was related to an impairment charge
for the non-cash write-off of previously capitalized software. The remaining
portion was made up of costs associated with employee severance and a provision
for excess facilities. These actions are expected to reduce expenses in future
fiscal quarters and better align the cost structure with MERANT's business
strategy.
<PAGE> 8
Review of fiscal year 2000 results - Revenue for the year ended April 30, 2000
was GBP227.3 million, compared to GBP186.1 million for the twelve months ended
April 30, 1999, an increase of 22%. The increase reflects the full inclusion of
revenue earned by the INTERSOLV business in the current year. Operating profit
before goodwill amortisation and non-recurring charges was GBP9.5 million,
compared to GBP13.4 million last year. Excluding the effect of goodwill
amortisation and non-recurring charges, earnings before taxation were GBP12.3
million, or 5.3 pence per ordinary share on a net basis, compared to GBP17.1
million pre-tax, or 9.5 pence per ordinary share after tax for the corresponding
prior year period. Amortisation of goodwill relating to acquisitions totalled
GBP39.2 million in the year ended April 30, 2000, compared to GBP21.9 million in
the corresponding fiscal year period. Including the effect of goodwill
amortisation and non-recurring charges, loss after taxation was GBP35.5 million
and loss per ordinary share was 24.9 pence, compared to a loss after taxation of
GBP18.7 million and loss per share of 16.3 pence for the corresponding prior
year period.
Summary financial results are as follows:
G.B. pounds, U.K. GAAP (in millions, except per ordinary share amounts)
-----------------------------------------------------------------------
Three months ended Year ended
April 30, April 30, April 30, April 30,
2000 1999 2000 1999
-----------------------------------------------------------------------
Revenue GBP60.8m GBP59.4m GBP227.3m GBP186.1m
EBITA GBP1.8m GBP1.0m GBP9.5m GBP13.4m
Pre-tax earnings
excluding goodwill, non-recurring and exceptional items
GBP2.6m GBP1.8m GBP12.3m GBP17.1m
Net earnings per share
excluding goodwill, non-recurring and exceptional items
1.1p 0.9p 5.3p 9.5p
(Loss) after goodwill & taxation
(GBP13.2m) (GBP7.7m) (GBP35.5m) (GBP18.7m)
(Loss) per ordinary share
(9.1p) (5.5p) (24.9p) (16.3p)
-----------------------------------------------------------------------
Notes:
* 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.
* EBITA is earnings before interest, taxes, goodwill amortization,
non-recurring and exceptional items.
* Net earnings excluding goodwill, non-recurring and exceptional items are
calculated based on an assumed tax rate of 35%.
<PAGE> 9
CONSOLIDATED STATEMENTS OF INCOME - IN U.S. FORMAT
---------------------------------------------------------------------
(in thousands, except per share and ADS data)
(unaudited) Three months ended Year ended
April 30, April 30, April 30, April 30,
2000 1999 2000 1999
--------------------------------------------------------------------
Net revenue
License fees $53,152 $50,953 $186,444 $193,144
Maintenance subscriptions
28,791 23,784 109,260 98,858
Training and consulting
15,149 21,314 69,740 82,200
---------------------------------------------------------------------
Total net revenue 97,092 96,051 365,444 374,202
---------------------------------------------------------------------
Cost of revenue
Cost of license fees
2,378 4,417 9,418 14,390
Cost of maintenance subscriptions
6,328 5,911 23,403 24,445
Cost of training and consulting
15,275 16,516 59,087 68,074
---------------------------------------------------------------------
Total cost of revenue
23,981 26,844 91,908 106,909
---------------------------------------------------------------------
Gross profit 73,111 69,207 273,536 267,293
---------------------------------------------------------------------
Operating expenses
Research and development
14,974 13,975 59,166 59,851
Sales and marketing
47,868 44,855 169,575 154,934
General and administrative
7,552 8,806 29,654 32,745
One time restructuring charges
13,500 - 13,500 49,662
---------------------------------------------------------------------
Total operating expenses
83,894 67,636 271,895 297,192
---------------------------------------------------------------------
(Loss) income before goodwill amortization
(10,783) 1,571 1,641 (29,899)
Goodwill amortization
3,215 827 8,316 3,159
---------------------------------------------------------------------
(Loss) income from operations
(13,998) 744 (6,675) (33,058)
Interest income, net 1,631 1,396 4,787 6,334
---------------------------------------------------------------------
(Loss) income before income taxes
(12,367) 2,140 (1,888) (26,724)
Income taxes 3,252 (810) (520) (1,808)
---------------------------------------------------------------------
Net (loss) income ($9,115) $1,330 ($2,408) ($28,532)
---------------------------------------------------------------------
Net (loss) income per share: basic
($0.06) $0.01 ($0.02) ($0.20)
Net (loss) income per ADS: basic
($0.31) $0.05 ($0.08) ($1.00)
---------------------------------------------------------------------
Shares used in computing basic net (loss) income per share
149,108 143,671 145,897 143,130
ADSs used in computing basic net (loss) income per ADS
29,822 28,734 29,179 28,626
---------------------------------------------------------------------
Net (loss) income per share: diluted
($0.06) $0.01 ($0.02) ($0.20)
Net (loss) income per ADS: diluted
($0.31) $0.05 ($0.08) ($1.00)
---------------------------------------------------------------------
Shares used in computing diluted net (loss) income per share
149,108 143,992 145,897 143,130
ADSs used in computing diluted net (loss) income per ADS
29,822 28,798 29,179 28,626
---------------------------------------------------------------------
Note: Each American Depositary Share, or ADS, represents five ordinary
shares.
<PAGE> 10
CONSOLIDATED BALANCE SHEETS - IN U.S. FORMAT
------------------------------------------------------------------------
(in thousands) April 30, April 30,
2000 1999
(Unaudited)
------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $106,140 $86,580
Short-term investments 19,538 34,804
Accounts receivable, net 92,840 111,317
Prepaid expenses and other assets 10,127 13,485
------------------------------------------------------------------------
Total current assets 228,645 246,186
Fixed assets:
Property, plant and equipment, net 47,518 46,090
Goodwill, net 44,297 10,239
Software product assets, net 5,569 17,007
Other assets 2,987 3,560
------------------------------------------------------------------------
Total assets $329,016 $323,082
------------------------------------------------------------------------
Liabilities and shareholders' equity
Current liabilities:
Borrowings $2,785 $2,716
Accounts payable 12,208 12,150
Accrued employee compensation 20,088 24,352
Income taxes payable 7,601 18,325
Deferred revenue 69,830 69,155
Other current liabilities 41,945 29,869
------------------------------------------------------------------------
Total current liabilities 154,457 156,567
Deferred income taxes 13,157 14,304
------------------------------------------------------------------------
Total liabilities 167,614 170,871
------------------------------------------------------------------------
Shareholders' equity:
Ordinary shares 4,876 4,691
Additional paid-in capital and other reserves
172,892 154,868
Treasury stock (11,742) (7,552)
Retained earnings 6,442 8,850
Accumulated other comprehensive loss (11,066) (8,646)
------------------------------------------------------------------------
Total shareholders' equity 161,402 152,211
------------------------------------------------------------------------
Total liabilities and shareholders' equity $329,016 $323,082
------------------------------------------------------------------------
<PAGE> 11
CONSOLIDATED PROFIT & LOSS ACCOUNT - IN U.K. FORMAT
------------------------------------------------------------------------
In thousands, except per share data
(unaudited) Three months ended Year ended
April 30, April 30, April 30, April 30,
2000 1999 2000 1999
GBP'000 GBP'000 GBP'000 GBP'000
-----------------------------------------------------------------------
Revenue
Licence fees 33,526 31,507 116,228 100,432
Maintenance subscriptions
17,957 14,683 67,860 48,584
Training and consulting
9,317 13,162 43,195 37,088
------------------------------------------------------------------------
Total revenue 60,800 59,352 227,283 186,104
------------------------------------------------------------------------
Cost of revenue
Cost of licence fees
1,495 2,731 5,868 8,087
Cost of maintenance subscriptions
3,955 3,652 14,552 14,920
Cost of training and consulting
9,549 10,202 36,718 26,685
------------------------------------------------------------------------
Total cost of revenue 14,999 16,585 57,138 49,692
------------------------------------------------------------------------
Gross profit 45,801 42,767 170,145 136,412
------------------------------------------------------------------------
Operating expenses
Research and development
9,467 8,630 36,869 29,253
Sales and marketing
29,958 27,716 105,457 77,092
General and administrative
4,574 5,447 18,310 16,662
Impairment charge for software product assets
4,657 - 4,657 -
Non-recurring restructuring charges
3,834 - 3,834 -
------------------------------------------------------------------------
Total operating expenses
52,490 41,793 169,127 123,007
------------------------------------------------------------------------
Operating (loss) profit before amortisation of goodwill
(6,689) 974 1,018 13,405
Amortisation of goodwill
10,665 8,947 39,150 21,915
------------------------------------------------------------------------
Operating (loss) (17,354) (7,973) (38,132) (8,510)
Exceptional item - - - (11,831)
------------------------------------------------------------------------
(Loss) before interest and taxation
(17,354) (7,973) (38,132) (20,341)
Interest income, net 800 860 2,763 3,686
------------------------------------------------------------------------
(Loss) before taxation
(16,554) (7,113) (35,369) (16,655)
Taxation 3,389 (614) (92) (2,055)
------------------------------------------------------------------------
(Loss) for the period after taxation
(13,165) (7,727) (35,461) (18,710)
------------------------------------------------------------------------
(Loss) per share: basic (9.1p) (5.5p) (24.9p) (16.3p)
(Loss) per share: diluted
(9.1p) (5.5p) (24.9p) (16.3p)
------------------------------------------------------------------------
Number of shares: basic
145,130 139,861 142,163 114,709
Number of shares: diluted
145,130 139,861 142,163 114,709
------------------------------------------------------------------------
<PAGE> 12
CONSOLIDATED BALANCE SHEET - IN U.K. FORMAT
------------------------------------------------------------------------
In thousands April 30, April 30,
2000 1999
(Unaudited)
GBP'000 GBP'000
------------------------------------------------------------------------
Fixed assets:
Intangible fixed assets 120,205 133,976
Tangible fixed assets 30,075 28,633
Investments 7,431 4,691
------------------------------------------------------------------------
Total fixed assets 157,711 167,300
------------------------------------------------------------------------
Current assets:
Stock 1,444 1,780
Trade debtors 58,760 70,682
Other debtors and prepaid expenses 7,101 7,205
Cash and bank deposits 79,543 75,394
------------------------------------------------------------------------
Total current assets 146,848 155,061
------------------------------------------------------------------------
Creditors: amounts falling due within one year
Bank loans and overdrafts 1,763 1,696
Trade creditors 7,726 7,546
Accrued employee compensation 12,714 15,126
Current corporation tax 4,801 11,534
Accrued expenses and other current liabilities
21,619 13,835
Deferred revenue 44,196 42,954
------------------------------------------------------------------------
Total current liabilities 92,819 92,691
------------------------------------------------------------------------
Net current assets 54,029 62,370
------------------------------------------------------------------------
Total assets less current liabilities 211,740 229,670
Creditors: amounts falling due after more than one year
- 6
Provision for liabilities and charges 13,256 12,555
------------------------------------------------------------------------
Net assets 198,484 217,109
------------------------------------------------------------------------
Capital and reserves
Called up share capital 2,988 2,873
Share premium account and other reserves 200,421 189,261
Profit and loss account (4,925) 24,975
------------------------------------------------------------------------
Total shareholders' equity 198,484 217,109
------------------------------------------------------------------------
<PAGE> 13
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: June 6, 2000 By: /s/ Kenneth A. Sexton
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Kenneth A. Sexton
Chief Financial Officer
