<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-20059
----------------------------
ARDENT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2818132
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 WASHINGTON STREET 01581-1021
WESTBORO, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 366-3888
---------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
The number of shares outstanding of each of the registrant's classes
of common stock as of:
DATE CLASS OUTSTANDING SHARES
July 30, 1999 Common stock, $.01 par value 18,957,759
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ARDENT SOFTWARE, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NUMBERING IN
SEQUENTIAL NUMBERING SYSTEM
---------------------------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
June 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Operations
for the three and six months ended June 30, 1999
and June 30, 1998 4
Condensed Consolidated Statement of Comprehensive Income (Loss)
for the three and six months ended June 30, 1999 and
June 30, 1998 5
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 1999 and June 30, 1998 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
PART II OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
</TABLE>
2
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
ARDENT SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash, cash equivalents and short-term investments $ 33,906 $24,167
Accounts receivable - net 30,256 21,238
Prepaid expenses and other current assets 6,223 5,062
Assets held for sale 6,440 -
Deferred income taxes 1,674 1,634
-------- -------
Total current assets 78,499 52,101
-------- -------
Property and equipment - net 8,440 6,587
-------- -------
Long-term assets:
Intangible assets - net 58,929 14,633
Other long-term assets 5,762 5,085
Deferred income taxes 8,782 4,398
-------- -------
Total long-term assets 73,473 24,116
-------- -------
Total assets $160,412 $82,804
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,007 $ 5,476
Accrued expenses and other current liabilities 24,344 17,390
Accrued merger and restructuring costs 9,711 2,112
Deferred revenue 24,906 14,036
-------- -------
Total current liabilities 66,968 39,014
-------- -------
Stockholders' equity 96,400 46,746
Cost of treasury stock (2,956) (2,956)
-------- -------
Total stockholders' equity 93,444 43,790
-------- -------
Total liabilities and stockholders' equity $160,412 $82,804
======== =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
ARDENT SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Software $ 23,834 $ 17,460 $ 41,751 $ 32,252
Services and other 19,829 11,777 33,133 22,695
-------- -------- -------- --------
Total revenue 43,663 29,237 74,884 54,947
-------- -------- -------- --------
Costs and expenses:
Cost of software 2,190 1,884 3,659 3,555
Cost of services and other 8,775 5,597 14,959 10,952
Selling and marketing 15,505 9,924 27,401 19,213
Product development 5,366 4,543 9,667 8,783
General and administrative 3,717 2,578 6,337 5,206
Purchased technology 5,052 -- 5,052 --
Merger and restructuring costs 9,895 -- 9,895 14,895
-------- -------- -------- --------
Total costs and expenses 50,500 24,526 76,970 62,604
-------- -------- -------- --------
Income (loss) from operations (6,837) 4,711 (2,086) (7,657)
Other income (expense) - net 231 (76) 485 78
-------- -------- -------- --------
Income (loss) before provision for income taxes (6,606) 4,635 (1,601) (7,579)
Provision for (benefit from) income taxes 1,083 1,667 2,835 (1,190)
-------- -------- -------- --------
Net income (loss) $ (7,689) $ 2,968 $ (4,436) $ (6,389)
======== ======== ======== ========
Basic income (loss) per common share $ (0.43) $ 0.20 $ (0.26) $ (0.44)
======== ======== ======== ========
Basic shares used in calculation 17,918 14,618 16,854 14,412
======== ======== ======== ========
Diluted income (loss) per common share $ (0.43) $ 0.18 $ (0.26) $ (0.44)
======== ======== ======== ========
Diluted shares used in calculation 17,918 16,753 16,854 14,412
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements
4
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ARDENT SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998 JUNE 30, 1999 JUNE 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income (loss) $(7,689) $2,968 $(4,436) $(6,389)
Change in translation adjustment (68) 249 (21) 158
------- ------ ------- -------
Comprehensive net income (loss) $(7,757) $3,217 $(4,457) $(6,231)
======= ====== ======= =======
</TABLE>
See notes to condensed consolidated financial statements.
5
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ARDENT SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------
1999 1998
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,436) $ (6,389)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 5,862 3,260
Purchased technology 5,052 --
Amortization of restricted stock awards 14 14
Loss on disposal of assets 5,882 1,023
Deferred income taxes 109 (2,937)
Increase (decrease) in cash from:
Current assets (3,974) 1,910
Current liabilities 311 12,157
-------- --------
Cash provided by operating activities 8,820 9,038
-------- --------
Cash flows from investing activities:
Expenditures for property and equipment-net (2,367) (946)
Expenditures for capitalized software costs (3,152) (1,669)
Cash acquired in a business combination 1,285 --
Increase in cash surrender value of officers' life
insurance and deposits and other (317) (1,815)
-------- --------
Cash used in investing activities (4,551) (4,430)
-------- --------
Cash flows from financing activities:
Borrowings under line-of-credit arrangements -- 7,720
Repayments under line-of-credit arrangements -- (8,357)
Sale of common stock 5,881 3,871
Repayments under capital lease and other obligations -- (12,352)
-------- --------
Cash used in financing activities (5,881) (9,118)
-------- --------
Effect of exchange rate changes on cash (411) (211)
-------- --------
Increase (decrease) in cash and equivalents 9,739 (4,721)
Cash, equivalents and short-term investments, beginning of period 24,167 24,155
-------- --------
Cash, equivalents and short-term investments, end of period $ 33,906 $ 19,434
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
6
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements and should be read in conjunction with the audited financial
statements included in the Company's Annual Report to Stockholders and Form
10-K for the year ended December 31, 1998.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the
interim periods presented. The operating results for the interim periods
presented are not necessarily indicative of the results which would be
expected for the full year.
Certain prior period amounts have been reclassified to conform to the
current period presentation.
2. Income (Loss) Per Common Share
Basic income (loss) per common share is computed using the weighted average
number of common shares outstanding during each period presented and
excludes the dilutive effect of common stock equivalents. Diluted income
(loss) per common share is computed using the weighted average number of
common shares outstanding during each period presented and includes the
dilutive effect of common stock equivalents, namely the Company's
outstanding options (using the treasury stock method), except where such
items would be anti-dilutive.
3. Income Taxes
The Company provides for income taxes at the end of each interim period
based on the estimated effective tax rate for the full fiscal year, adjusted
for significant non-deductible costs. Cumulative adjustments to the tax
provision are recorded in the interim period in which a change in the
estimated annual effective rate is determined.
4. Litigation
The Company is a defendant in two actions filed against Unidata prior to its
merger into the Company, one in May 1996 in the U.S. District Court for the
Western District of Washington and one in September 1996 in the U.S.
District Court for the District of Colorado. The plaintiff, a company
controlled by a former stockholder of Unidata and a distributor of its
products in certain parts of Asia, alleges in both actions the improper
distribution of certain Unidata products in the plaintiff's exclusive
territory and asserts damages of approximately $30,000,000 under claims for
fraud, breach of contract, unfair competition, racketeering and corruption,
and trademark and copyright infringement, among other relief. Unidata denied
the allegations against it in its answers to the complaints. In the Colorado
action, Unidata moved that the matter be resolved by arbitration in
accordance with its distribution agreement with the plaintiff. On May 11,
1999, the U.S. District Court for the District of Colorado issued an order
compelling arbitration and the Company has filed for arbitration. While the
outcome cannot be predicted with certainty, management of the Company
believes that the actions against the Company are without merit and plans to
continue to oppose them vigorously.
The Company is the defendant in an action filed in July 1998 in the U.S.
District Court for the Southern District of Ohio. The plaintiff, with whom
the Company entered into a joint venture in 1996 to develop the Object
Studio product, alleges in its complaint that the Company is obligated to
support the joint venture in amounts up to $1,400,000 per year for an
aggregate present value liability of up to $8,000,000. The Company denied
its alleged liability and filed certain counterclaims against the plaintiff
seeking an amount in excess of $9,000,000. The action is in the discovery
and deposition stage. While the outcome cannot be predicted with certainty,
management of the Company plans to continue to oppose the action vigorously.
The Company is a defendant in a class action initially filed in 1997 against
Prism, prior to its acquisition by the Company, in the Superior Court of the
State of California, County of Santa Clara. The action was filed on behalf
of persons who acquired Prism stock during a period following its initial
public offering. It alleges the improper inflation of demand for the stock
around the time of the offering and seeks damages in an unspecified amount
under both California corporation and federal securities laws. Prism denied
the allegations against it in its answer to the complaint. The action is in
the early stages of discovery. While the outcome cannot be predicted with
certainty, management of the company plans to continue to oppose the action
vigorously.
7
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The Company is also subject to various other legal proceedings and claims,
either asserted or unasserted, which arise in the ordinary course of
business. While the outcome of these claims cannot be predicted with
certainty, management does not believe that the outcome of any of these
legal matters will have a material adverse effect on the Company's
consolidated financial position or results of operations.
5. Comprehensive Income (Loss)
The Company currently records as other comprehensive income or loss the
change in cumulative translation adjustment resulting from the changes in
exchange rates and the effect of those changes upon translation of the
financial statements of the Company's foreign operations. As of June 30,
1999 and December 31, 1998, the cumulative translation adjustment was
$(265,000) and $(244,000), respectively.
6. Acquisition
On April 26, 1999, the Company acquired all of the outstanding shares of
Prism Solutions, Inc. ("Prism") in a stock-for-stock transaction accounted
for as a purchase. Ardent issued 0.13124 shares of common stock for each
outstanding common share of Prism; totaling 2,491,596 shares of Ardent
common stock issued to consummate the transaction. Total consideration and
liabilities assumed approximated $76,400,000 (including $48,184,000 of
equity consideration from Ardent shares issued and Prism stock options
assumed), which was allocated as follows: $50,633,000 to goodwill, core
software, customer base and other intangible assets, $14,275,000 to
equipment, tax assets, receivables and other non-software assets, $6,440,000
to assets held for resale (net of tax), and $5,052,000, or 6.6% of
consideration and liabilities assumed, to in-process research and
development (IPR&D). This allocation is subject to change pending a final
analysis of the value of the assets acquired and the liabilities assumed and
divestiture of Prism's Customer Relationship Management Software business.
The impact of such changes are not expected to be material.
8
<PAGE> 9
7. Restructuring Costs
The Company recorded a one-time restructuring charge of $9,895,000 in June
1999 related principally to the discontinuation of the O2 System product
line. Included in these costs were: $5,894,000 for impairment of assets,
$3,617,000 for severance and related benefits, $332,000 for closure of
facilities, and $52,000 for financial advisor, legal and accounting fees. As
of June 30, 1999, approximately $3,455,000 remains unpaid, comprised
principally of severance and facility costs, the majority of which is
expected to be paid in 1999.
The decision to discontinue the marketing of its O2 System product line
(O2) was made due to ongoing difficulties experienced by the Company in
achieving projected sales levels and forecasts which indicated that ongoing
performance would continue to be problematic and less than originally
expected. Accordingly, the Company determined that scaling back this
activity and investing funds elsewhere was a more appropriate use of the
Company's limited capital resources.
Recognizing that this decision raised the possibility that intangibles
directly associated with O2 could be impaired, the Company estimated the
remaining non-discounted cash flows to be generated by O2 activities to be
continued by the Company (principally residual maintenance and service work)
and compared the aggregate of such amounts to the net book value of the
intangible assets recorded at the date O2 was acquired. Since the
non-discounted cash flows from the remaining O2 activities were less than
the carrying amount of O2 assets at June 30, 1999, an impairment charge of
$5,984,000 was recorded. In calculating this charge, the fair value of the
remaining O2 intangible and other long lived assets was determined by
discounting the cash flow estimates to their net present value using a
discount rate of 8%.
8. New Accounting Pronouncements
In June 1999, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date
of FASB Statement No. 133", (SFAS No. 137), which defers the effective date
of SFAS No. 133 to all fiscal quarters of all fiscal years beginning after
June 15, 2000. SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", issued in June 1998, establishes standards for
derivative instruments and hedging activities. It requires an entity to
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value. It
requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met and that a
company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. SFAS No. 133 was to be effective
for fiscal years beginning after June 15, 1999. The Company will adopt SFAS
No. 133 in the first quarter of fiscal 2001. The Company is currently
evaluating this statement, but does not expect it to significantly affect
the accounting and reporting of its current hedging program.
In December 1998, the AICPA released Statement of Position 98-9, or SOP
98-9, Modification of SOP 97-2, "Software Revenue Recognition," with Respect
to Certain Transactions. SOP 98-9 amends SOP 97-2 to require that an entity
recognize revenue for multiple element arrangements by means of the
"residual method" when the following conditions exist: (1) there is
vendor-specific objective evidence, or VSOE, of the fair values of all the
undelivered elements that are not accounted for by means of long-term
contract accounting; (2) VSOE of fair value does not exist for one or more
of the delivered elements; and (3) all revenue recognition criteria of SOP
97-2, other than the requirement for VSOE of the fair value of each
delivered element, are satisfied. The provisions of SOP 98-9 that extend the
deferral of certain paragraphs of SOP 97-2 became effective December 15,
1998. These paragraphs of SOP 97-2 and SOP 98-9 will be effective for
transactions that are entered into in fiscal years beginning after March 15,
1999. Retroactive application is prohibited. The Company does not expect the
adoption of SOP 98-9 to have a material effect on its consolidated financial
position or results of operations.
9
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9. Segment Information
The Company has identified two distinct and reportable segments: the
Database segment and the Data warehouse segment. The Company considers these
two segments reportable under SFAS No. 131 criteria as they are managed
separately and the operating results of each segment are regularly reviewed
and evaluated separately by the Company's chief decision makers and Board of
Directors. Evaluations of each segment are done on the basis of revenue and
income (loss) from operations excluding any tax effects, interest income or
interest expense.
The accounting policies of each segment are the same as those described in
Note 1 to the Financial Statements of the Company's Annual Report filed on
form 10-K for the year ended December 31, 1998. There are no intercompany
transactions between the two business segments. The following table presents
information about the Company's operating segments for the quarter and six
months ended June 30:
<TABLE>
<CAPTION>
TOTAL
Three Months Ended June 30, 1999 DATABASE DATA WAREHOUSE CONSOLIDATED
-------- -------------- ------------
<S> <C> <C> <C>
Revenue from external customers $27,708 $15,955 $43,663
Non-recurring charges* 9,895 5,052 14,947
Loss from operations (3,652) (3,185) (6,837)
<CAPTION>
TOTAL
Three Months Ended June 30, 1998 DATABASE DATA WAREHOUSE CONSOLIDATED
-------- -------------- ------------
<S> <C> <C> <C>
Revenue from external customers $25,767 $ 3,470 $29,237
Income from operations 4,596 115 4,711
<CAPTION>
TOTAL
Six Months Ended June 30, 1999 DATABASE DATA WAREHOUSE CONSOLIDATED
-------- -------------- ------------
<S> <C> <C> <C>
Revenue from external customers $52,358 $22,526 $74,884
Non-recurring charges* 9,895 5,052 14,947
Income (Loss) from operations 1,042 (3,128) (2,086)
<CAPTION>
TOTAL
Six Months Ended June 30, 1998 DATABASE DATA WAREHOUSE CONSOLIDATED
-------- -------------- ------------
<S> <C> <C> <C>
Revenue from external customers $48,986 $5,961 $54,947
Non-recurring charges** 14,895 -- 14,895
Loss from operations (7,502) (155) (7,657)
</TABLE>
* See notes 6 and 7 for additional information.
** Non-recurring merger charges related to the merger with Unidata in the first
quarter of 1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
ARDENT SOFTWARE, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
On April 26, 1999, the Company acquired all of the outstanding shares of Prism
Solutions, Inc. ("Prism") in a stock-for-stock transaction accounted for as a
purchase. Ardent issued 0.13124 shares of common stock for each outstanding
common share of Prism; totaling 2,491,596 shares of Ardent common stock issued
to consummate the transaction. Total consideration and liabilities assumed
approximated $76,400,000, which was allocated as follows: $50,633,000 to
goodwill, core software, customer base and other intangible assets, $14,275,000
to equipment, tax assets, receivables and other non-software assets, $6,440,000
to assets held for resale (net of tax), and $5,052,000, or 6.6% of consideration
and liabilities assumed, to in-process research and development (IPR&D). This
allocation is subject to change pending a final analysis of the value of the
assets acquired and the liabilities assumed and divestiture of Prism's Customer
Relationship Management Software business. The impact of such changes are not
expected to be material. The business of Prism has been included in the
Company's results of operations beginning with the effective date of the
acquisition.
RESULTS OF OPERATIONS
The following table sets forth certain data as a percentage of total revenue for
the three and six months ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- ------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Software 54.6% 59.7% 55.8% 58.7%
Services and other 45.4 40.3 44.2 41.3
----- ----- ----- -----
Total revenue 100.0 100.0 100.0 100.0
----- ----- ----- -----
Costs and expenses:
Costs of software 5.0 6.4 4.9 6.5
Costs of services and other 20.1 19.1 20.0 19.9
Selling and marketing 35.5 34.0 36.6 35.0
Product development 12.3 15.6 12.9 16.0
General and administrative 8.5 8.8 8.5 9.4
Purchased technology 11.6 - 6.7 -
Merger and restructuring costs 22.7 - 13.2 27.1
----- ----- ----- -----
Total costs and expenses 115.7 83.9 102.8 113.9
----- ----- ----- -----
Income (loss) from operations (15.7)% 16.1% (2.8)% (13.9)%
===== ===== ===== =====
</TABLE>
REVENUE
The Company's total revenue increased 49% to $43,663,000 in the second quarter
of 1999 from $29,237,000 in the second quarter of 1998 and increased 36% to
$74,884,000 for the first six months of 1999 compared to $54,947,000 for the
first six months of 1998.
Software license revenue for the three and six months ended June 30, 1999
increased 37% and 29% to $23,834,000 and $41,751,000, respectively, from
$17,460,000 and $32,252,000 for the same periods in 1998. The Company continues
to experience growth of its customer base due to increased demand for its data
warehouse and embedded database products. Data warehouse license revenue for the
three and six month period ended June 30, 1999 increased 243% and 178% to
$9,585,000 and $13,850,000, respectively, from $2,793,000 and $4,982,000 for the
same periods a year ago and represented approximately 40% and 33% of license
revenue in the quarter and six months ended June 30, 1999, respectively,
compared to 16% and 15% of license revenue in the same periods of the prior
year. Embedded database and tools license revenue for the three and six months
ended June 30, 1999 remained flat at $14,249,000 and $27,901,000, respectively,
compared to $14,667,000 and $27,270,000 for the same period of the prior year.
Software license revenue represented 55% and 56% of total revenue for the
quarter and six months ended June 30, 1999, respectively, compared to 60% and
59% for the same periods in 1998.
Services and other revenue, consisting of consulting, training, and software
maintenance increased 68% and 46% to $19,829,000 and $33,133,000 for the quarter
and six months ended June 30, 1999, as compared to $11,777,000 and $22,695,000
for the quarter and six
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months ended June 30, 1998. The increase in total revenue is due to increases in
the installed customer base as well as the acquisition of Prism Solutions, Inc.,
for which revenues from April 26, 1999 to June 30, 1999 are included. Consulting
revenue increased 172% and 121% to $7,681,000 and $11,132,000 for the three and
six months ended June 30, 1999 from $2,829,000 and $5,026,000 for the three and
six months ended June 30, 1998 principally due to the acquisition of Prism and
increased demand for data warehouse services. Maintenance revenue increased 36%
and 25% to $10,880,000 and $19,678,000 for the three and six months ended June
30, 1999, respectively, from $8,011,000 and $15,759,000 for the same periods in
1998 due to continued growth in the Company's installed customer base,
principally due to the acquisition of Prism, as well as improved maintenance
capture rates. Services and other revenue increased to 45% and 44% of total
revenue for the second quarter and first six months of 1999, respectively,
compared to 40% and 41% for the same fiscal periods of 1998.
COSTS OF SOFTWARE
Costs of software, which consists of amortization of technology licenses and
capitalized software, product royalties, product documentation, packaging, media
and production costs, increased by 16% to $2,190,000 for the second quarter of
1999 as compared to $1,884,000 for the comparable period in the prior year, and
increased 3% to $3,659,000 for the six months ended June 30, 1999 from
$3,555,000 for the six months ended June 30, 1998. The increase in total cost of
software for the three and six months ended June 30, 1999 is primarily due to
increases in amortization associated with the acquisition of Prism Solutions,
Inc. Cost of software as a percentage of license revenue slightly decreased to
9% for the three and six months ended June 30, 1999, from 11% for the same
periods of the prior year. These relatively flat levels of expense year over
year are due to the fixed nature of these costs and the minimal change in the
mix of product revenue with associated royalties.
COSTS OF SERVICES AND OTHER
Costs of services and other, which consist of consulting, training, and other
customer support service costs, increased 57% to $8,775,000 for the second
quarter and 37% to $14,959,000 for the first six months of 1999 as compared to
$5,597,000 and 10,952,000 for the same periods a year ago. The increase in total
costs is principally due to the acquisition of Prism Solutions, Inc. The profit
margin associated with services and other revenue increased to 55% from 52% for
the first six months of 1999 as compared to the first six months of 1998 and
increased to 56% for the second quarter of 1999 from 52% for the second quarter
of 1998. The increase in profit margins is due to an increase in maintenance
revenue, which has marginal incremental costs, as well as improved utilization
of services personnel. Costs of services represented 44% and 45% of services
revenue for the three and six months ended June 30, 1999, respectively, and 48%
for the same periods of 1998.
SELLING AND MARKETING
Selling and marketing expenses, which consist primarily of sales organization
costs and marketing programs, increased to 36% and 37% of total revenue or
$15,505,000 and $27,401,000 in the quarter and six months ended June 30, 1999 as
compared to 34% and 35% of total revenue or $9,924,000 and $19,213,000 for the
comparable periods of the prior year. The relatively flat levels of spending
year over year is primarily due to increased investments in the data warehouse
product line offset by decreases in selling and marketing programs for
relational database technology and tools and O2 System product lines.
PRODUCT DEVELOPMENT
Product development expenses, which consist primarily of salaries and related
benefits of development personnel and facility costs, increased 18% to
$5,366,000 in the second quarter of 1999 from $4,543,000 in the second quarter
of 1998 and increased 10% to $9,667,000 in the first six months of 1999, as
compared to $8,783,00 for the same fiscal period of the prior year. The increase
in total product development expenses is due to the acquisition of Prism
Solutions, Inc. and increased investments in the DataStage suite of products.
Product development expenses as a percentage of revenue were 12% and 13 % for
the second quarter and the first six months of 1999, respectively, as compared
to 16% for the same fiscal periods in 1998. The decrease in total spending as a
percentage of revenue is principally due to efficiencies gained from the
acquisition of Prism.
GENERAL AND ADMINISTRATIVE
General and administrative expenses include the costs of finance, human
resources, legal, information systems, administrative departments and
amortization of purchased goodwill. General and administrative expenses
increased 44% in the second quarter of 1999 to $3,717,000 from $2,578,000 in the
comparable period of 1998. General and administrative expenses increased 22% to
$6,337,000 in the first six months of 1999 from $5,206,000 for the same period a
year ago. This increase is primarily due to goodwill amortization associated
with the acquisition of Prism Solutions, Inc. Although the Company has undergone
significant growth, Ardent continues to experience significant leverage of the
general and administrative function through optimal utilization of its
employees. Exclusive of goodwill amortization related to the acquisition of
Prism, general and administrative expenses represented 6% and 7% of total
revenue for the three and six months ended June 30, 1999, respectively, versus
9% for the same periods of 1998.
12
<PAGE> 13
RESTRUCTURING COSTS
The Company recorded a one-time restructuring charge of $9,895,000 in June 1999
principally related to the discontinuation of the O2 System product line.
Included in these costs were: $5,894,000 for impairment of assets, $3,617,000
for severance and related benefits, $332,000 for closure of facilities, and
$52,000 for financial advisor, legal and accounting fees. As of June 30, 1999,
approximately $3,455,000 remains unpaid, comprised principally of severance and
facility costs, the majority of which is expected to be paid in 1999.
The decision to discontinue the marketing of its O2 Systems product line (O2)
was made due to ongoing difficulties experienced by the Company in achieving
projected sales levels and forescasts which indicated that ongoing performance
would continue to be problematic and less than originally expected. Accordingly,
the Company determined that scaling back this activity and investing funds
elsewhere was a more appropriate use of the Company's limited capital resources.
Recognizing that this decision raised the possibility that intangibles directly
associated with O2 could be impaired, the Company estimated the remaining
non-discounted cash flows to be generated by O2 activities to be continued by
the Company (principally residual maintenance and service work) and compared the
aggregate of such amounts to the net book value of the intangible assets
recorded at the date O2 was acquired. Since the non-discounted cash flows from
the remaining O2 activities were less than the carrying amount of O2 assets at
June 30, 1999, an impairment charge of $5,984,000 was recorded. In calculating
this charge, the fair value of the remaining O2 intangible and other long lived
assets was determined by discounting the cash flow estimates to their net
present value using a discount rate of 8%.
INCOME TAXES
The Company recorded a provision for income taxes of $1,083,000 and $2,835,000
for the three and six months ended June 30, 1999, respectively, compared to a
provision of $1,667,000 and income tax benefit of $1,190,000 for the same
periods in 1998. The effective tax rate recorded in the quarter ended June 30,
1999 was 116%. The provision for the six months ended June 30, 1999 represents
an effective tax rate of 277%. These effective tax rates are substantially
different than the statutory rate due primarily to the non-deductibility of
purchased technology and restructuring charges incurred in the second quarter of
1999.
FOREIGN CURRENCY TRANSLATION
The Company hedges its exposure to foreign currency fluctuations on
inter-company balances of certain of its international subsidiaries through
foreign exchange forward contracts. These contracts are comprised of contracts
to sell foreign currency aggregating $5,037,000 and $9,302,000 at June 30, 1999
and December 31, 1998, respectively, of notional amount, principally British
pounds and French francs. These contracts are short-term in duration (typically
90 days) and have limited market risk, since decreases or increases in the
unrealized gain or loss on any position is generally fully offset by
corresponding increases or decreases in gains and losses on the inter-company
balances being hedged. Credit risk is limited to the risk that counterparties to
these contracts fail to deliver at maturity. The Company deals only with
reputable financial institutions in entering into these contracts and therefore
believes that credit risk is insignificant. Currency forward contracts are used
only to hedge identified foreign currency commitments and are never held for
speculative purposes. The gains and losses associated with currency rate changes
on these contracts, net of the corresponding gains and losses on the hedged
inter-company accounts, are recorded as a component of other income/expense in
the period the change occurs. Foreign exchange gains or losses were not material
in any period presented.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations to date primarily through sales of equity
securities and positive cash flow from operations. At June 30, 1999 the Company
had $33,906,000 in cash, cash equivalents and short-term investments and
$11,531,000 in working capital ($36,437,000 excluding deferred revenue, the
satisfaction of which will have no significant cash impact). The Company has a
working capital line of credit with a bank under which the Company may borrow,
on an unsecured basis, up to the lesser of $12,500,000 or 70-80% of eligible
domestic and foreign accounts receivable, conditioned upon meeting financial
covenants, including maintaining specified levels of quarterly earnings,
tangible net worth and liquidity. The line of credit also limits the Company's
ability to pay dividends. At June 30, 1999 and December 31, 1998, there were no
borrowings outstanding under the line of credit facility; as of each date,
$12,500,000 and $10,200,000, respectively, were available to the Company under
the line of credit.
During the quarter, the Company transferred its rights to certain accounts
receivable to a finance company in exchange for cash payments from the finance
company. Total cash received by the Company in the quarter ended June 30, 1999
under these arrangements totaled approximately $2,564,000.
The Company, together with a third party leasing company, offers a leasing
program available to current and potential customers. Under the program,
customers are able to purchase Ardent products through operating and capital
leases with a third-party lessor. All sales under this program are subject to
the Company's normal revenue recognition policies and are made without recourse
to the Company. Cash received under the program for the quarter ended and six
months ended June 30, 1999 totaled approximately $1,914,000 and $3,791,000,
respectively.
The Company believes that its available cash, anticipated cash generated from
operations based upon its operating plan and future amounts available under its
credit facility, if any, will be sufficient to finance the Company's operations
and meet its foreseeable cash requirements at least for the next twelve months.
13
<PAGE> 14
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of FASB
Statement No. 133" (SFAS No. 137), which defers the effective date of SFAS No.
133 to all fiscal quarters of all fiscal years beginning after June 15, 2000.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",
issued in June 1998, establishes standards for derivative instruments and
hedging activities. It requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. It requires that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met and that a company must formally document, designate and assess
the effectiveness of transactions that receive hedge accounting. SFAS No. 133
was to be effective for fiscal years beginning after June 15, 1999. The Company
will adopt SFAS No. 133 in the first quarter of fiscal 2001. The Company is
currently evaluating this statement, but does not expect it to significantly
affect the accounting and reporting of its current hedging program.
In December 1998, the AICPA released Statement of Position 98-9, or SOP 98-9,
Modification of SOP 97-2, "Software Revenue Recognition," with Respect to
Certain Transactions. SOP 98-9 amends SOP 97-2 to require that an entity
recognize revenue for multiple element arrangements by means of the "residual
method" when the following conditions exist: (1) there is vendor-specific
objective evidence, or VSOE, of the fair values of all the undelivered elements
that are not accounted for by means of long-term contract accounting; (2) VSOE
of fair value does not exist for one or more of the delivered elements; and (3)
all revenue recognition criteria of SOP 97-2, other than the requirement for
VSOE of the fair value of each delivered element, are satisfied. The provisions
of SOP 98-9 that extend the deferral of certain paragraphs of SOP 97-2 became
effective December 15, 1998. These paragraphs of SOP 97-2 and SOP 98-9 will be
effective for transactions that are entered into in fiscal years beginning after
March 15, 1999. Retroactive application is prohibited. The Company does not
expect the adoption of SOP 98-9 to have a material effect on its consolidated
financial position or results of operations.
EUROPEAN UNION CURRENCY CONVERSION
On January 1, 1999, eleven member nations of the European Economic and Monetary
Union began using a common currency, the Euro. For a three-year transition
period ending on June 30, 2002, both the Euro and each of the currencies for
those member nations will remain in circulation. After June 30, 2002, the Euro
will be the sole legal tender for those countries. The adoption of the Euro will
affect many financial systems and business applications as the commerce of those
countries will be transacted in both the Euro and the existing national currency
during the transition period. Of the eleven countries currently using the Euro,
the Company has subsidiary operations in two and distributor relationships in
the other nine.
The Company has assessed the potential impact of the Euro conversion in a number
of areas, particularly including marketing and product development. For
instance, the Company has considered whether the common currency will adversely
affect its pricing strategies for individual European countries. Although the
Company does not currently expect that the conversion, either during or after
the transition period, will adversely affect its operations or financial
condition, the conversion has only recently been implemented and there can be no
assurance that it will not have some unexpected adverse impact.
PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The Company regards certain of its technologies as proprietary and relies on a
combination of patent, copyright, trademark and trade secret laws and
contractual provisions to establish and protect its proprietary rights. These
steps may not be sufficient to prevent or deter others from copying or stealing
such proprietary rights and do not prevent competitors from independently
developing technology that is equivalent or superior to the Company's
technology. In addition, while the Company does not believe that its products,
trademarks, or other proprietary rights infringe upon the proprietary rights of
others, it is possible that others will assert that they do. The cost of
responding to such an assertion may be significant, even if the assertion is
false. The software market has traditionally experienced widespread unauthorized
reproduction of products in violation of intellectual property rights. Such
activity is difficult to detect and legal proceedings to enforce intellectual
property rights are often burdensome and involve a high degree of uncertainty
and costs.
14
<PAGE> 15
YEAR 2000 READINESS DISCLOSURE
Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. As a result, computer systems and/or
software used by many companies and governmental agencies may need to be
upgraded to comply with such Year 2000 requirements or risk system failure or
miscalculations causing disruptions of normal business activities.
State of Readiness -- The Company has made assessments of the Year 2000
readiness of its internal information technology systems, system services
provided by third-party software and the software solutions that the Company
provides to its customers. These assessments include:
- - quality assurance testing of the Company's internally developed
proprietary software;
- - contacting third-party vendors and licensors of material hardware, software
and services that are both directly and indirectly related to the Company's
business;
- - contacting third-party suppliers of material systems; and
- - assessment and implementation of repair or replacement requirements.
The Company has prepared and made available to its customers a Year 2000
readiness statement addressing its products. The Company has been informed by
most of its vendors of material hardware and software components that the
products of these vendors used by the Company are currently Year 2000 compliant.
The Company has also performed testing and assessment on its internally
developed systems and expects to complete all such testing, assessment and
necessary abatement by September 30, 1999.
Costs -- To date, the Company has not incurred material incremental expenditures
in connection with identifying or evaluating Year 2000 compliance issues. Most
of the expenses have related to, and are expected to continue to relate to, the
operating costs associated with time spent by employees in the evaluation
process and Year 2000 compliance matters. At this time, the Company does not
possess the information necessary to estimate the potential costs of the
replacement of third-party software, hardware or services that are determined
not to be Year 2000 compliant. Based on testing to date, the Company does not
anticipate that such expenses will be material. Such expenses, if higher than
anticipated, could have a material adverse effect on the Company's business,
results of operations and financial condition.
Risks -- The Company is not aware of any Year 2000 compliance problems relating
to its proprietary products or systems that would, despite efforts to avoid or
fix such problems, have a material adverse effect on the Company's business,
results of operations and financial condition. There can be no assurance that
the Company will not discover Year 2000 compliance problems in its proprietary
products that will require substantial revisions. In addition, there can be no
assurance that third-party software, hardware or services incorporated into its
material systems will not need to be revised or replaced, all of which could be
time consuming and expensive. The failure of the Company to fix its proprietary
products, if necessary, or to fix or replace third-party software, hardware or
services on a timely basis could result in lost revenues, increased operating
costs, the loss of customers and other business interruptions, any of which
could have a material adverse effect on the Company's business, results of
operations and financial condition. Moreover, failure to adequately address Year
2000 compliance issues in its products and its systems could result in claims of
mismanagement, misrepresentation or breach of contract and related litigation,
which could be costly and time-consuming to defend.
Contingency Plans -- Pending completion of its testing and assessment
procedures, the Company has not developed any plans for likely scenarios
involving Year 2000 failures. If, when its testing and assessment is complete,
it appears reasonably likely that such a failure may occur, the Company intends
to develop appropriate plans to deal with such contingencies.
CAUTIONARY STATEMENT
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward looking statements. When used anywhere in this Form
10-Q and in future filings by the Company with the Securities and Exchange
Commission, in the Company's press releases and in oral statements made with the
approval of an authorized executive officer of the Company, the words or phrases
"will likely result", "are expected to", "will continue", "is anticipated",
"estimated", "project", or "outlook" or similar expressions (including
confirmations by an authorized executive officer of the Company or any such
expressions made by a third party with respect to the Company) are intended to
identify "forward-looking statements," which speak only as of the date made.
Such statements are subject
15
<PAGE> 16
to certain risks and uncertainties that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company cautions readers not to place undue reliance on any such
forward-looking statements. The Company advises readers that the various risk
factors described below and in Part II of the Company's Annual Report on Form
10-K for the year ended December 31, 1998 could cause the Company's actual
results for future periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements. The Company
specifically declines any obligation to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events.
FACTORS AFFECTING FUTURE RESULTS
The Company operates in a rapidly changing environment that involves a number of
risks, many of which are beyond the Company's control. The following discussion
highlights some of these risks.
The Company's future operating results may vary substantially from period to
period. The timing and amount of the Company's license fee revenues are subject
to a number of factors that make estimation of revenues and operating results
prior to the end of the quarter extremely uncertain. Quarterly fluctuations may
be caused by several factors including but not limited to timing of customer
orders, adjustments of delivery schedules to accommodate customer or regulatory
requirements, timing and level of international sales, mix of products sold, and
timing of level of expenditures for sales, marketing and new product
development. The Company generally ships its products upon receipt of orders and
maintains no significant backlog. The Company has experienced a pattern of
recording 45% to 55% of its quarterly revenues in the third month of the
quarter, with a concentration of such revenues in the last two weeks of that
third month. The Company's operating expenses are based on projected annual and
quarterly revenue levels and a substantial portion of the Company's costs and
expenses, including costs of personnel and facilities, cannot be easily reduced.
As a result, if projected revenues are not achieved in the expected time frame,
the Company's results of operations for that quarter would be adversely
affected. Accordingly, the results of any one period may not be indicative of
the operating results for future periods.
The market price of the Company's common stock is highly volatile. Failure to
achieve revenue, earnings, and other operating and financial results as
forecasted or anticipated by analysts could result in an immediate adverse
effect on the market price of the Company's stock.
Technological developments, customer requirements and industry standards change
frequently in the computer software database market. As a result, the Company's
success will depend upon our ability to enhance current products and to develop
or acquire new products which meet customer needs and comply with industry
standards. The possibility exists that the Company's products will be rendered
obsolete by technological advances, or that the Company will not be able to
develop and market the products required to continue to be competitive. Certain
of the Company's planned products are in various stages of development. It is
possible that such products will prove not to be commercially viable or that we
will experience operational problems with such products after commercial
introduction that could delay or defeat the ability of such products to generate
revenue. The product lines that the Company intends to devote substantial
resources in the foreseeable future are data warehouse and database management.
There is no assurance that products in either of these two areas will continue
to be commercially successful.
The Company has experienced product delays and undetected errors or bugs in
certain products in the past. Although these delays and bugs have not materially
affected the Company's results in the past, these types of problems may
materially affect the Company in the future.
Approximately 38% of the Company's total revenue for the quarter ended June 30,
1999 was attributable to international sales made through international
subsidiaries. Because a substantial portion of the Company's total revenue is
derived from such international operations, which are conducted in foreign
currencies, changes in the value of those currencies relative to the United
States dollar may affect the Company's results of operations and financial
position. The Company engages in certain currency-hedging transactions intended
to reduce the effect of fluctuations of foreign currency exchange rates on the
Company's results of operations. However, there can be no assurance that such
hedging transactions will materially reduce the effect of fluctuations on such
results. If, for any reason, exchange or price controls or other restrictions on
the conversion of foreign currencies were imposed, the Company's business could
be adversely affected. Other potential risks inherent in the Company's
international business generally include longer payment cycles, greater
difficulties in accounts receivable collection and the burdens of complying with
a wide variety of foreign laws and regulations.
The market for application development software is intensely competitive. The
Company competes with many companies offering alternative solutions to the needs
addressed by the Company's products. Many of these competitors may have greater
financial, marketing, or technical resources than the Company and may be able to
adapt more quickly to new or emerging technologies and standards or changes in
customer requirements or to devote greater resources to the promotion and sale
of their products than the Company.
16
<PAGE> 17
The Company's business is led by a number of key, highly skilled technical,
managerial and marketing personnel, the loss of which could adversely affect the
Company. Competition of such personnel in the software industry is intense. The
success of the Company depends in large part on the ability to hire and retain
such personnel.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company invests cash balances in excess of operating requirements in
short-term securities, generally with maturities of 90 days or less. In
addition, the Company's working capital line of credit agreement provides for
borrowings which bear interest at a variable rate based on a prime rate. As of
June 30, 1999, the Company had no borrowings outstanding pursuant to the credit
agreement. The Company believes that the effect, if any, of reasonably possible
near-term changes in interest rates on its financial position, results of
operations and cash flows should not be material.
The Company is exposed to changes in foreign currency exchange primarily in its
cash and foreign currency transactions. The Company holds foreign exchange
forward contracts. Derivative instruments used by the Company in its hedging
activities are viewed as risk management tools and are not used for trading or
speculative purposes. Analytic techniques are used to manage and monitor foreign
exchange risk and include market valuation. The Company believes that it is
managing the foreign exchange exposure through its cash management and hedging
policies. This exposure is not considered material to the Company's financial
position, results of operations and cash flows.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is a defendant in two actions filed against Unidata prior to its
merger into the Company, one in May 1996 in the U.S. District Court for the
Western District of Washington and one in September 1996 in the U.S. District
Court for the District of Colorado. The plaintiff, a company controlled by a
former stockholder of Unidata and a distributor of its products in certain parts
of Asia, alleges in both actions the improper distribution of certain Unidata
products in the plaintiff's exclusive territory and asserts damages of
approximately $30,000,000 under claims for fraud, breach of contract, unfair
competition, racketeering and corruption, and trademark and copyright
infringement, among other relief. Unidata denied the allegations against it in
its answers to the complaints. In the Colorado action, Unidata moved that the
matter be resolved by arbitration in accordance with its distribution agreement
with the plaintiff. On May 11, 1999, the United States District Court for the
District of Colorado issued an order compelling arbitration and the Company has
filed for arbitration. While the outcome cannot be predicted with certainty,
management of the Company believes that the actions against the Company are
without merit and plans to continue to oppose them vigorously.
The Company is the defendant in an action filed in July 1998 in the U.S.
District Court for the Southern District of Ohio. The plaintiff, with whom the
Company entered into a joint venture in 1996 to develop the Object Studio
product, alleges in its complaint that the Company is obligated to support the
joint venture in amounts up to $1,400,000 per year for an aggregate present
value liability of up to $8,000,000. The Company denied its alleged liability
and filed certain counterclaims against the plaintiff seeking an amount in
excess of $9,000,000. The action is in the discovery and deposition stage. While
the outcome cannot be predicted with certainty, management of the Company plans
to continue to oppose the action vigorously.
The Company is a defendant in a class action initially filed in 1997 against
Prism, prior to its acquisition by the Company, in the Superior Court of the
State of California, County of Santa Clara. The action was filed on behalf of
persons who acquired Prism stock during a period following its initial public
offering. It alleges the improper inflation of demand for the stock around the
time of the offering and seeks damages in an unspecified amount under both
California corporation and federal securities laws. Prism denied the allegations
against it in its answer to the complaint. The action is in the early stages of
discovery. While the outcome cannot be predicted with certainty, management of
the company plans to continue to oppose the action vigorously.
17
<PAGE> 18
The Company is also subject to various other legal proceedings and claims,
either asserted or unasserted, which arise in the ordinary course of business.
While the outcome of these claims cannot be predicted with certainty, management
does not believe that the outcome of any of these legal matters will have a
material adverse effect on the Company's consolidated financial position or
results of operations.
ITEMS 2. - 3. NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
An annual meeting of stockholders of the Company was held on May 10, 1999. Of
the 16,176,376 shares eligible to vote, 9,505,261 were represented at the
meeting. The following matters were approved at the meeting:
1) The re-election to the Board of Directors of Peter Gyenes and David W.
Brunel, each for a term of three years expiring in 2002. Peter Gyenes
received favorable votes of 9,431,393 shares; 73,868 shares were withheld
from voting. David W. Brunel received favorable votes of 9,430,823 shares;
74,438 shares were withheld from voting. Robert G. Claussen, Martin T. Hart
and Robert M. Morrill continue as Directors and their terms expire in
2000, 2000 and 2001, respectively.
2) An amendment to the certificate of incorporation of the Company to increase
the number of authorized shares of common stock from 40,000,000 to
60,000,000. 9,370,906 shares were voted in favor; 97,581 shares were voted
against; and 36,774 shares abstained from voting.
3) An amendment to the Company's employee stock purchase plan to increase the
number of shares which may be issued from 700,000 to 1,000,000. 9,427,231
shares were voted in favor; 38,512 shares were voted against; and 39,518
shares abstained from voting.
ITEM 5. NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
27.2 Financial Data Schedule
(B) REPORTS ON FORM 8-K
The Company filed a report on Form 8-K dated April 26, 1999
(Items 2 and 7) to update the status of the proposed
acquisition of Prism Solutions, Inc. In connection with the
Agreement and Plan of Merger and Reorganization, dated as of
November 19, 1998, among the Company, Aquarius Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of
the Company ("Sub"), and Prism, the stockholders of Prism
approved the merger and Sub was merged with and into Prism,
with Prism remaining as the surviving corporation and a
wholly-owned subsidiary of Ardent, on substantially the terms
that were disclosed in Amendment No. 2 to the Company's
registration statement on Form S-4 (No. 333-73267) that became
effective on April 2, 1999. No audited financial statements or
pro forma financial information were provided therewith as the
Company had "previously reported" (as defined by Rule 12b-2)
the same information required by Form 8-K Item 7(a) financial
statements and Item 7(b) pro forma financial information in
Amendment No. 2 to its registration statement on Form S-4 (No.
333-73267) that became effective on April 2, 1999.
18
<PAGE> 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
27.2 Financial Data Schedule
(B) REPORTS ON FORM 8-K
The Company filed a report on Form 8-K dated April 26, 1999
(Items 2 and 7) to update the status of the proposed
acquisition of Prism Solutions, Inc. In connection with the
Agreement and Plan of Merger and Reorganization, dated as of
November 19, 1998, among the Company, Aquarius Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of
the Company ("Sub"), and Prism, the stockholders of Prism
approved the merger and Sub was merged with and into Prism,
with Prism remaining as the surviving corporation and a
wholly-owned subsidiary of Ardent, on substantially the terms
that were disclosed in Amendment No. 2 to the Company's
registration statement on Form S-4 (No. 333-73267) that became
effective on April 2, 1999. No audited financial statements or
pro forma financial information were provided therewith as the
Company had "previously reported" (as defined by Rule 12b-2)
the same information required by Form 8-K Item 7(a) financial
statements and Item 7(b) pro forma financial information in
Amendment No. 2 to its registration statement on Form S-4 (No.
333-73267) that became effective on April 2, 1999.
19
<PAGE> 20
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.
Ardent Software, Inc.
(Registrant)
Dated: August 11, 1999 /s/ Peter Gyenes
-------------------------------------------
Peter Gyenes
Chairman, President and
Chief Executive Officer
(principal executive officer)
Dated: August 11, 1999 /s/ Charles F. Kane
------------------------------------------
Charles F. Kane
Vice President, Finance
and Chief Financial Officer
(principal finance and accounting officer)
19
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<TOTAL-COSTS> 62,023
<OTHER-EXPENSES> 14,947
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 57
<INCOME-PRETAX> (1,601)
<INCOME-TAX> 2,835
<INCOME-CONTINUING> (2,086)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,436)
<EPS-BASIC> (0.26)
<EPS-DILUTED> (0.26)
</TABLE>
