NOVADIGM INC
10-Q, 1997-11-12
PREPACKAGED SOFTWARE
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<PAGE>   1
 
================================================================================
 
                            UNITED STATES SECURITIES
                            AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-Q
(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
 
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
 
                                       OR
 
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
 
          FOR THE TRANSITION PERIOD FROM ____________ TO ____________
 
                        COMMISSION FILE NUMBER: 0-26156
 
                            ------------------------
 
                                 NOVADIGM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   DELAWARE                                     22-3160347
       (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)
</TABLE>
 
              ONE INTERNATIONAL BLVD., SUITE 200, MAHWAH, NJ 07495
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
                                 (201) 512-1000
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
 
                            ------------------------
 
     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 [ ]
 
     On September 30, 1997, there were 17,442,778 shares of the Registrant's
Common Stock outstanding.
 
================================================================================
<PAGE>   2
 
                                 NOVADIGM, INC.
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                     PAGE NO.
                                                                                    ----------
<S>        <C>                                                                      <C>
PART I.    FINANCIAL INFORMATION
Item 1.    Condensed Consolidated Financial Statements
           Condensed Consolidated Balance Sheets as of September 30, 1997 and
             March 31, 1997.......................................................
           Condensed Consolidated Statements of Operations for the three-month and
             six-month periods ended September 30, 1997 and September 30, 1996....
           Condensed Consolidated Statements of Cash Flows for the six-month
             periods ended September 30, 1997 and September 30, 1996..............
           Notes to Condensed Consolidated Financial Statements...................
Item 2.    Management's Discussion and Analysis of Financial Condition and
             Results of Operations................................................
 
PART II.   OTHER INFORMATION......................................................
Item 1.    Legal Proceedings
Item 2.    Changes in Securities
Item 3.    Defaults upon Senior Securities
Item 4.    Submission of Matters to a Vote of Security Holders
Item 5.    Other Information
Item 6.    Exhibits and Reports on Form 8-K
 
SIGNATURES........................................................................
</TABLE>
 
                                        2
<PAGE>   3
 
                         PART I. FINANCIAL INFORMATION
 
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
                                 NOVADIGM, INC.
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                      SEPTEMBER 30,     MARCH 31
                                                                          1997            1997
                                                                      -------------     ---------
                                                                       (UNAUDITED)
<S>                                                                   <C>               <C>
                                             ASSETS
Cash and cash equivalents...........................................    $   2,593       $   7,984
Short-term marketable securities....................................       20,073          18,205
Accounts receivable.................................................        5,482           4,732
Prepaid expenses and other current assets...........................          899             604
                                                                         --------        --------
          Total current assets......................................       29,047          31,525
Property and equipment, net.........................................        1,377           1,586
Long-term marketable securities.....................................           --           2,529
  Other assets......................................................          735             702
                                                                         --------        --------
                                                                        $  31,159       $  36,342
                                                                         ========        ========
 
                              LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities............................    $   4,276       $   4,202
Accrued restructuring cost..........................................          349           1,394
Deferred revenue....................................................        2,072             946
                                                                         --------        --------
          Total current liabilities.................................        6,697           6,542
Stockholders' equity:
  Common stock: 30,000 shares authorized;
     17,443 and 17,316 shares outstanding...........................           11              11
  Additional paid-in capital........................................       64,673          65,000
  Cumulative translation adjustment.................................           16               4
  Accumulated deficit...............................................      (40,238)        (35,215)
                                                                         --------        --------
          Total stockholders' equity................................       24,462          29,800
                                                                         --------        --------
                                                                        $  31,159       $  36,342
                                                                         ========        ========
</TABLE>
 
                            See accompanying notes.
 
                                        3
<PAGE>   4
 
                                 NOVADIGM, INC.
 
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED       SIX MONTHS ENDED
                                                         SEPTEMBER 30,           SEPTEMBER 30,
                                                       1997        1996        1997        1996
                                                      -------     -------     -------     -------
<S>                                                   <C>         <C>         <C>         <C>
REVENUES:
  Licenses........................................    $ 2,696     $ 1,413     $ 5,304     $ 5,165
  Services........................................      1,803       2,483       3,686       4,948
                                                      --------    --------    --------    --------
          Total revenues..........................      4,499       3,896       8,990      10,113
OPERATING EXPENSES:
  Cost of services................................      1,597       1,835       3,113       3,339
  Sales and marketing.............................      2,900       3,788       5,552       7,576
  Research and development........................      1,626       1,517       3,282       2,856
  General and administrative......................      1,117       1,263       2,269       2,565
                                                      --------    --------    --------    --------
          Total operating expenses................      7,240       8,403      14,216      16,336
                                                      --------    --------    --------    --------
Operating loss....................................     (2,741)     (4,507)     (5,226)     (6,223)
Interest income, net..............................        282         427         626         877
                                                      --------    --------    --------    --------
Loss before provision (benefit) for income
  taxes...........................................     (2,459)     (4,080)     (4,600)     (5,346)
Provision (benefit) for income taxes..............         15          --         (75)         19
                                                      --------    --------    --------    --------
Net loss..........................................    $(2,474)    $(4,080)    $(4,525)    $(5,365)
                                                      ========    ========    ========    ========
Net loss per common share.........................    $ (0.14)    $ (0.23)    $ (0.26)    $ (0.31)
                                                      ========    ========    ========    ========
Weighted average common shares....................     17,388      17,438      17,332      17,434
                                                      ========    ========    ========    ========
</TABLE>
 
                            See accompanying notes.
 
                                        4
<PAGE>   5
 
                                 NOVADIGM, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                          FOR THE SIX MONTHS
                                                                          ENDED SEPTEMBER 30,
                                                                         ---------------------
                                                                           1997         1996
                                                                         --------     --------
<S>                                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.............................................................  $ (4,525)    $ (5,365)
  Adjustments to reconcile net loss to net cash used in operating
     activities-
     Depreciation and amortization.....................................       593          442
     Decrease (increase) in accounts receivable........................      (750)       3,629
     Increase in prepaid expenses and other current assets.............      (295)        (700)
     Increase in other assets..........................................       (33)        (332)
     Increase in accounts payable and accrued liabilities..............        74          706
     Decrease in accrued restructuring costs...........................    (1,045)          --
     Increase (decrease) in deferred revenue...........................     1,126       (2,538)
                                                                         --------     --------
          Net cash used in operating activities........................    (4,855)      (4,158)
                                                                         --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment..................................      (383)        (949)
  Purchases of held-to-maturity securities.............................   (11,106)     (13,057)
  Proceeds from redemptions of held-to-maturity securities.............    11,766       10,811
                                                                         --------     --------
          Net cash provided by (used in) investing activities..........       277       (3,195)
                                                                         --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from the exercise of options............................       637          659
  Proceeds from loan repayment.........................................        --           99
  Purchase of treasury stock...........................................    (1,469)        (769)
                                                                         --------     --------
          Net cash used in financing activities........................      (832)         (11)
                                                                         --------     --------
Effect of exchange rate on changes in cash.............................        19           (2)
                                                                         --------     --------
Net decrease in cash and cash equivalents..............................    (5,391)      (7,366)
Cash and cash equivalents at the beginning of the period...............     7,984       13,361
                                                                         --------     --------
Cash and cash equivalents at the end of the period.....................  $  2,593     $  5,995
                                                                         ========     ========
</TABLE>
 
                            See accompanying notes.
 
                                        5
<PAGE>   6
 
                                 NOVADIGM, INC.
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 1. BASIS OF PRESENTATION
 
     The accompanying condensed consolidated financial statements have been
prepared by Novadigm, Inc. (the "Company"), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (the "Commission").
Certain information or footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of the Company's management, the statements include all adjustments
(which are of a normal and recurring nature) necessary for the fair presentation
of the financial information set forth therein. These financial statements
should be read in conjunction with the Company's audited consolidated financial
statements included within the Company's Form 10-K filed with the Commission on
June 27, 1997 (Reg. No. 0-26156). The interim results presented herein are not
necessarily indicative of the results of operations that may be expected for the
full fiscal year ending March 31, 1998, or any other future period. Certain
reclassifications have been made in the prior year's financial statement to
conform to fiscal year 1998 financial statement presentation.
 
 2. NET LOSS PER SHARE
 
     Net loss per share is computed using the weighted average number of
outstanding shares of common stock. Common equivalent shares were excluded from
the calculations of loss per share because the effect of including such shares
in the computation would be anti-dilutive. In February 1997, the Financial
Accounting Standards Board issued Statement No. 128 ("SFAS 128"), "Earnings Per
Share" and requires adoption of such provisions in the Company's quarter ending
December 31, 1997. The pro forma basic and diluted earnings per share as if SFAS
128 had been adopted would not differ from reported earnings per share in either
period presented.
 
                                        6
<PAGE>   7
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The information below, which anticipates the Company's results of
operations for fiscal periods after the quarter ended September 30, 1997,
contains forward-looking statements that involve a number of risks and
uncertainties. The Company's quarterly operating results have fluctuated
significantly in the past, and may fluctuate in the future, due to a number of
factors, including the number, size and timing of customer orders, the timing
and market acceptance of the Company's new products, the dependence on
resellers, the level and pricing of international sales, changes in the level of
operating expenses, technological advances and new product introductions by the
Company's competitors, competitive conditions in the industry and foreign
currency exchange rates. In addition, the sales cycle for the Company's products
is lengthy and unpredictable depending upon the interest of the prospective
customer in the Company's products, the size of the order, the decision-making
and acceptance procedures within the customer's organization, the complexity of
implementation and other factors. The Company's operating results may also vary
significantly due to seasonal trends, as a result of efforts by the Company's
direct sales personnel to meet annual quotas, lower international revenues in
the summer months when many European businesses experience lower sales, the
establishment of calendar year capital budgets by prospective customers, as well
as other factors.
 
RESULTS OF OPERATIONS
 
     The Company generates revenues principally from licensing the rights to use
its software products to end users and from sublicense fees received from
resellers. The Company also generates service revenues from consulting and
training activities performed for license customers and maintenance revenues
from support and software update rights.
 
     For the periods indicated, the following table sets forth the percentage of
total revenue represented by the respective line items in the Company's
condensed consolidated statements of operations (unaudited):
 
<TABLE>
<CAPTION>
                                                              FOR THE THREE         FOR THE SIX
                                                               MONTHS ENDED        MONTHS ENDED
                                                              SEPTEMBER 30,        SEPTEMBER 30,
                                                             ----------------     ---------------
                                                             1997       1996      1997      1996
                                                             -----     ------     -----     -----
<S>                                                          <C>       <C>        <C>       <C>
REVENUES:
  Licenses................................................    59.9%      36.3%     59.0%     51.1%
  Services................................................    40.1       63.7      41.0      48.9
                                                             -----     ------     -----     -----
          Total revenues..................................   100.0      100.0     100.0     100.0
                                                             -----     ------     -----     -----
OPERATING EXPENSES:
  Cost of services........................................    35.5       47.1      34.6      33.0
  Sales and marketing.....................................    64.5       97.2      61.8      74.9
  Research and development................................    36.1       39.0      36.5      28.2
  General and administrative..............................    24.8       32.4      25.2      25.4
                                                             -----     ------     -----     -----
          Total operating expenses........................   160.9      215.7     158.1     161.5
                                                             -----     ------     -----     -----
Operating loss............................................   (60.9)    (115.7)    (58.1)    (61.5)
                                                             -----     ------     -----     -----
Interest income, net......................................     6.3       11.0       7.0       8.6
                                                             -----     ------     -----     -----
Loss before provision (benefit) for income taxes..........   (54.6)    (104.7)    (51.1)    (52.9)
Provision (benefit) for income taxes......................     0.3         --      (0.8)      0.2
                                                             -----     ------     -----     -----
Net loss..................................................   (54.9)%   (104.7)%   (50.3)%   (53.1)%
                                                             =====     ======     =====     =====
</TABLE>
 
     Total revenues for the Company's second fiscal quarter ended September 30,
1997 were $4,499,000 compared to $3,896,000 for the same quarter of the previous
year. Total revenues increased $603,000 or 15.5% comparing the second quarter of
1997 with the comparable quarter of last year. Revenues from direct channels
were approximately $2,796,000 or 62% of total revenues for the quarter ended
September 30, 1997 and $2,332,000 or 60% for the comparable period of the prior
year. The higher total revenues for the quarter ending September 30, 1997
compared to the same quarter last year is due to higher license revenues
partially
 
                                        7
<PAGE>   8
 
offset by lower service revenues. Although it may fluctuate quarter by quarter,
the Company anticipates revenues from direct channels to decrease as a percent
of total revenues as the Company continues to develop relationships in its
indirect channel with distribution partners. International revenues were
approximately $1,033,000 or 23% of total revenues in the quarter ended September
30, 1997 compared to approximately $885,000 or 23% in the comparable quarter of
last year. Total revenues for the six-month period ended September 30, 1997 were
$8,990,000 compared to $10,113,000 for the same six-month period of the previous
year. Total revenues decreased $1,123,000 or 11.1% comparing the six-month
period ended September 30, 1997 with the comparable period of last year due to
lower service revenues.
 
     License revenues were $2,696,000 or 59.9% of total revenues for the quarter
ended September 30, 1997 compared to $1,413,000 or 36.3% of total revenues for
the same period last year. License revenues for the six-month period ended
September 30, 1997 were $5,304,000 or 59.0% of total revenues compared to
$5,165,000 or 51.1% of total revenues for the same period last year. The
increase in license revenues for the quarter and six-month period ended
September 30, 1997 was primarily attributable to closing a greater number of
contracts in the direct channel in North America and Europe due to follow-on
orders from existing customers and the contracting with new customers. From time
to time, the Company accepts guaranteed sublicense fees from distributors.
Distributors pay guaranteed sublicense fees in order to have the right to
sublicense the Company's products to its customers and to receive training and
support services from the Company. At September 30, 1997, a substantial
percentage of guaranteed sublicense fees received by the Company had not yet
been relicensed by the Company's distributors to end-users.
 
     Service revenues were $1,803,000 or 40.1% of total revenues for the quarter
ended September 30, 1997 compared to $2,483,000 or 63.7% of total revenues for
the comparable quarter last year. Service revenues for the six-month period
ended September 30, 1997 were $3,686,000 or 41.0% of total revenues compared to
$4,948,000 or 48.9% of total revenues for the comparable period last year. The
lower service revenues for the quarter and the six-month period ended September
30, 1997 compared to the same periods last year was due primarily to the
expiration of the Company's agreement with International Business Machines
Corporation ("IBM") in March 1997, which provided approximately $1,267,000 in
service revenues in the quarter and $2,534,000 in the six-month period ended
September 30, 1996. Higher maintenance fees associated with a growing installed
base and higher billable hours from services performed by the Company's
professional services staff in the quarter and the six-month period ended
September 30, 1997, partially offset the loss of the service revenues from the
agreement with IBM.
 
     Cost of services includes the direct and indirect costs of providing
training, technical support and consulting services to the Company's customers.
Cost of services consists primarily of payroll, related benefits, and travel for
field engineers and support personnel, other related overhead and third-party
consulting fees. Cost of services were $1,597,000 or 89% of service revenues for
the quarter ended September 30, 1997 compared to $1,835,000 or 74% of service
revenues for the quarter ended September 30, 1996. Cost of services for the
six-month period ended September 30, 1997 was $3,113,000 or 84% of service
revenues compared to $3,339,000 or 67% of service revenues for the same period
last year. The lower cost of services in the quarter and six-month period ended
September 30, 1997 compared to the same periods for the prior year, was
primarily due to the reduced use of outside consultants. The reason for the
higher cost of services as a percent of service revenues in the quarter and the
six-month period ended September 30, 1997 as compared with the same periods last
year is due to the expiration of the Company's services agreement with IBM which
provided services revenue at a high margin. The Company expects cost of services
to increase throughout fiscal 1998.
 
     Sales and marketing expenses consist primarily of salaries, related
benefits, commissions, travel and other costs associated with the Company's
sales and marketing efforts. Sales and marketing expenses for the quarter ended
September 30, 1997 were $2,900,000 or 64.5% of total revenues as compared to
$3,788,000 or 97.2% of total revenues for the same period last year. The sales
and marketing expenses decreased $888,000 or 23% in the fiscal second quarter
this year compared to the same quarter last year. Sales and marketing expenses
for the six-month period ended September 30, 1997 were $5,552,000 or 61.8% of
total revenues as compared to $7,576,000 or 74.9% of total revenues for the same
period last year. The sales and marketing expenses decreased $2,024,000 or 27%
in the six-month period this year compared to the same period last year. The
decrease in the quarter and the six-month period this year as compared to the
same periods last year is
 
                                        8
<PAGE>   9
 
primarily due to the restructuring program initiated by the Company in the
fourth quarter of fiscal 1997 entailing the termination of 21 sales and
marketing personnel, the closure of five regional sales offices and the
Chicago-based marketing office, the restructuring of the European operations and
sales channel, and the integration of the North American channels marketing into
the existing North American sales and services organization. The Company expects
sales and marketing expenses in dollar terms to increase for the remainder of
the fiscal year.
 
     Research and development expenses consist primarily of salaries, related
benefits, consultant fees and other costs associated with the Company's research
and development efforts. Research and development expenses were $1,626,000 or
36.1% of total revenues for the quarter ended September 30, 1997 compared to
$1,517,000 or 39.0% of total revenues for the same period last year. Research
and development expenses for the six-month period ended September 30, 1997 were
$3,282,000 or 36.5% of total revenues as compared to $2,856,000 or 28.2% of
total revenues for the same period last year. The higher expenses for the
quarter and the six-month period ended September 30, 1997 were primarily due to
the hiring of additional employees since September 1996 to support the continued
enhancement, design and development of the Company's software products, quality
assurance and documentation. The Company has invested resources into the
development of release 4.0 of the Enterprise Desktop Manager(TM) ("EDM"), made
commercially available on October 1, 1997 and the Radia(TM) line of products for
the internet which are expected to be commercially available during the third
quarter of fiscal 1998. The Company believes that a significant investment in
research and development activities is essential to provide for the Company's
future growth, particularly research and development relating to the Company's
internet activities. Accordingly, the Company anticipates further increases in
research and development expenses in subsequent quarters.
 
     General and administrative expenses consist primarily of salaries, related
benefits, travel and fees for professional services such as legal, consulting
and accounting. General and administrative expenses were $1,117,000 or 24.8% of
total revenue for the quarter ended September 30, 1997 compared to $1,263,000 or
32.4% of total revenues for the same period of last year. General and
administrative expenses for the six-month period ended September 30, 1997 were
$2,269,000 or 25.2% of total revenue compared to $2,565,000 or 25.4% of total
revenues for the same period of last year. The decrease in the quarter and the
six-month period this year as compared to the same periods last year is
primarily due to the restructuring program initiated by the Company in the
fourth quarter of fiscal 1997. The Company expects general and administrative
expenses to increase in dollar terms and to decrease as a percent of total
revenue in future quarters.
 
     Net interest income was $282,000 and $626,000 for the quarter and six-month
periods ended September 30, 1997, respectively, compared to $427,000 and
$877,000 for the same periods of last year, respectively. Interest income is
comprised primarily of interest earned on the Company's cash equivalents and
marketable securities. Interest income decreased for the quarter and six-month
period ended September 30, 1997 compared to the same periods in the prior year
due to lower average cash and securities balances in the current year. Interest
income is offset by interest expense and bank fees.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Cash used in operations for the six-month period ended September 30, 1997
was $4,855,000 compared to cash used in operations of $4,158,000 for the same
period last year. This increase in cash used in operations of $697,000 was
primarily due to a decrease in the restructuring costs accrued for in the prior
fiscal year and an increase in current assets, partially offset by increases in
deferred revenues in the current year period compared to a decrease in deferred
revenues in the same period last year and by a lower net loss in the current
fiscal period compared to the same period last year.
 
     As of September 30, 1997, the Company had working capital of $22,350,000,
including $22,666,000 of cash and short-term marketable securities. The Company
has a revolving line of credit which permits unsecured borrowings up to
$1,000,000 through August 1998. As of September 30, 1997, there were no
outstanding loans under the line of credit and the Company was in compliance
with the terms of the agreement.
 
                                        9
<PAGE>   10
 
     Property and equipment expenditures were $223,000 and $383,000 for the
quarter and six-month period ended September 30, 1997, respectively. The Company
has no material commitments to purchase property and equipment and expects to
purchase property and equipment throughout the remainder of the year at a rate
consistent with the prior fiscal year.
 
     In May 1996, the Board of Directors approved the repurchase of up to
500,000 shares of the Company's common stock. As of September 30, 1997 the
Company had repurchased 487,400 shares, including $1,535,000 of repurchases in
the six-month period ended September 30, 1997. The Company purchased the
remaining balance of the shares of its common stock approved by the Board by the
end of October 1997.
 
     Although it is difficult for the Company to predict future liquidity
requirements with certainty, the Company believes that its existing cash and
marketable securities balances, together with cash from operations and funds
available under the existing line of credit, will be adequate to finance its
operations for the next twelve months.
 
                                       10
<PAGE>   11
 
                           PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
     None
 
ITEM 2. CHANGES IN SECURITIES
 
     None
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
     None
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None
 
ITEM 5. OTHER INFORMATION
 
     None
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibit
 
<TABLE>
<CAPTION>
EXHIBIT
 NO.                           DESCRIPTION OF EXHIBIT
- ------     ---------------------------------------------------------------
<C>        <S>
  27       Financial Data Schedule
</TABLE>
 
     (b) On July 25, 1997, the Company filed a Form 8-K under Item 6,
Resignations of Registrant's Directors.
 
                                       11
<PAGE>   12
 
                                   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.
 
                                          NOVADIGM, INC.
 
                                          By:      /s/ WALLACE D. RUIZ
                                            ------------------------------------
                                                      Wallace D. Ruiz
                                              Vice President & Chief Financial
                                                           Officer
                                               (principal financial and chief
                                                     accounting officer)
 
Dated: November 12, 1997
 
                                       12
<PAGE>   13
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                        DESCRIPTION
- ------     ----------------------------------------------------------------------------------
<C>        <S>
  27       Financial Data Schedule
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           2,593
<SECURITIES>                                    20,073
<RECEIVABLES>                                    6,529
<ALLOWANCES>                                     1,047
<INVENTORY>                                          0
<CURRENT-ASSETS>                                29,047
<PP&E>                                           3,842
<DEPRECIATION>                                   2,465
<TOTAL-ASSETS>                                  31,159
<CURRENT-LIABILITIES>                            6,697
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            11
<OTHER-SE>                                      24,451
<TOTAL-LIABILITY-AND-EQUITY>                    31,159
<SALES>                                              0
<TOTAL-REVENUES>                                 4,499
<CGS>                                                0
<TOTAL-COSTS>                                    7,240
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (282)
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                        15
<INCOME-CONTINUING>                            (2,474)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
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