NOVADIGM INC
10-Q, 1998-02-12
PREPACKAGED SOFTWARE
Previous: UNITED INTERNATIONAL HOLDINGS INC, SC 13G/A, 1998-02-12
Next: EMERALD FINANCIAL CORP, PRE 14A, 1998-02-12



<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 DECEMBER 31, 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)
 
ONE INTERNATIONAL BLVD., SUITE 200, MAHWAH, NJ                     07495
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)
</TABLE>
 
                                 (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 December 31, 1997, there were 17,470,822 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 December 31, 1997 and March 31,
           1997........................................................................    3
           Condensed Consolidated Statements of Operations for the three-month and
           nine-month periods ended December 31, 1997 and December 31, 1996............    4
           Condensed Consolidated Statements of Cash Flows for the nine-month periods
           ended December 31, 1997 and December 31, 1996...............................    5
           Notes to Condensed Consolidated Financial Statements........................    6
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of
           Operations..................................................................    7
                                 PART II. OTHER INFORMATION
Item 1.    Legal Proceedings...........................................................   11
Item 2.    Changes in Securities.......................................................   11
Item 3.    Defaults upon Senior Securities.............................................   11
Item 4.    Submission of Matters to a Vote of Security Holders.........................   11
Item 5.    Other Information...........................................................   11
Item 6.    Exhibits and Reports on Form 8-K............................................   11
SIGNATURES.............................................................................   12
</TABLE>
 
                                        2
<PAGE>   3
 
                         PART I. FINANCIAL INFORMATION
 
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
                                 NOVADIGM, INC.
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                       DECEMBER 31,     MARCH 31,
                                                                           1997           1997
                                                                       ------------     ---------
                                                                       (UNAUDITED)
<S>                                                                    <C>              <C>
                                             ASSETS
Cash and cash equivalents............................................    $  3,619       $   7,984
Short-term marketable securities.....................................      15,664          18,205
Accounts receivable..................................................       7,663           4,732
Prepaid expenses and other current assets............................       1,041             604
                                                                         --------        --------
          Total current assets.......................................      27,987          31,525
Property and equipment, net..........................................       1,638           1,586
Long-term marketable securities......................................          --           2,529
Other assets.........................................................         770             702
                                                                         --------        --------
                                                                         $ 30,395       $  36,342
                                                                         ========        ========
 
                              LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities.............................    $  5,720       $   4,202
Accrued restructuring cost...........................................          --           1,394
Deferred revenue.....................................................       2,073             946
                                                                         --------        --------
          Total current liabilities..................................       7,793           6,542
Stockholders' equity:
  Common stock: 30,000 shares authorized; 17,471 and 17,316 shares
     outstanding.....................................................          11              11
  Additional paid-in capital.........................................      66,633          65,860
  Cumulative translation adjustment..................................          13               4
  Accumulated deficit................................................     (40,939)        (34,493)
  Treasury stock.....................................................      (3,116)         (1,582)
                                                                         --------        --------
          Total stockholders' equity.................................      22,602          29,800
                                                                         --------        --------
                                                                         $ 30,395       $  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>
                                                FOR THE THREE MONTHS         FOR THE NINE MONTHS
                                                 ENDED DECEMBER 31,          ENDED DECEMBER 31,
                                               ----------------------       ---------------------
                                                1997           1996          1997          1996
                                               -------        -------       -------       -------
<S>                                            <C>            <C>           <C>           <C>
REVENUES:
  Licenses.................................... $ 5,443        $ 2,933       $10,747       $ 8,098
  Services....................................   1,773          2,731         5,459         7,679
                                               -------        -------       -------       -------
          Total revenues......................   7,216          5,664        16,206        15,777
OPERATING EXPENSES:
  Cost of services............................   1,952          1,586         5,065         4,925
  Sales and marketing.........................   4,286          4,409         9,838        11,985
  Research and development....................   1,786          1,580         5,068         4,436
  General and administrative..................   1,289          1,384         3,558         3,949
                                               -------        -------       -------       -------
          Total operating expenses............   9,313          8,959        23,529        25,295
                                               -------        -------       -------       -------
Operating loss................................  (2,097)        (3,295)       (7,323)       (9,518)
Interest income, net..........................     180            378           806         1,255
                                               -------        -------       -------       -------
Loss before provision (benefit) for income
  taxes.......................................  (1,917)        (2,917)       (6,517)       (8,263)
Provision (benefit) for income taxes..........      --              1           (75)           20
                                               -------        -------       -------       -------
Net loss...................................... $(1,917)       $(2,918)      $(6,442)      $(8,283)
                                               =======        =======       =======       =======
Net loss per common share -- basic............ $ (0.11)       $ (0.17)      $ (0.37)      $ (0.48)
                                               =======        =======       =======       =======
Weighted average common -- basic..............  17,434         17,415        17,366        17,416
                                               =======        =======       =======       =======
</TABLE>
 
                             See accompanying notes
 
                                        4
<PAGE>   5
 
                                 NOVADIGM, INC.
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                FOR THE
                                                                           NINE MONTHS ENDED
                                                                             DECEMBER 31,
                                                                         ---------------------
                                                                           1997         1996
                                                                         --------     --------
<S>                                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)...........................................................  $ (6,442)    $ (8,283)
  Adjustments to reconcile net loss to net cash used in operating
     activities:
     Depreciation and amortization.....................................       837          701
     Decrease (increase) in accounts receivable........................    (2,931)       1,500
     Increase in prepaid expenses and other current assets.............      (437)        (267)
     Increase in other assets..........................................       (68)        (236)
     Increase in accounts payable and accrued liabilities..............     1,518          968
     Decrease in accrued restructuring costs...........................    (1,394)          --
     Increase (decrease) in deferred revenue...........................     1,127       (3,226)
                                                                         --------     --------
  Net cash used in operating activities................................    (7,790)      (8,843)
                                                                         --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment..................................      (889)      (1,128)
  Purchases of held-to-maturity securities.............................   (12,545)     (15,917)
  Proceeds from redemptions of held-to-maturity securities.............    17,615       19,719
                                                                         --------     --------
  Net cash provided by investing activities............................     4,181        2,674
                                                                         --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the exercise of options................................       773          911
  Proceeds from loan repayment.........................................        --           99
  Purchase of treasury stock...........................................    (1,535)        (888)
                                                                         --------     --------
Net cash provided by (used in) financing activities....................      (762)         122
                                                                         --------     --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................................         6         (136)
                                                                         --------     --------
NET DECREASE IN CASH AND CASH EQUIVALENTS..............................    (4,365)      (6,183)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD...............     7,984       13,361
                                                                         --------     --------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD.....................  $  3,619     $  7,178
                                                                         ========     ========
</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". The Company adopted the provisions of SFAS 128 effective for the quarter
ended December 31, 1997 and has restated the prior periods. The diluted net loss
per share calculation is not presented because the inclusion of common stock
equivalents would be anti-dilutive.
 
                                        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 December 31, 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 NINE MONTHS
                                                        MONTHS                      ENDED
                                                     DECEMBER 31,               DECEMBER 31,
                                                  -------------------       ---------------------
                                                  1997          1996        1997            1996
                                                  -----         -----       -----           -----
<S>                                               <C>           <C>         <C>             <C>
Revenues:
  Licenses......................................   75.4%         51.8%       66.3%           51.3%
  Services......................................   24.6          48.2        33.7            48.7
                                                  -----         -----       -----           -----
          Total revenues........................  100.0         100.0       100.0           100.0
                                                  -----         -----       -----           -----
Operating Expenses:
  Cost of services..............................   27.1          28.0        31.3            31.2
  Sales and marketing...........................   59.4          77.8        60.7            76.0
  Research and development......................   24.7          27.9        31.3            28.1
  General and administrative....................   17.9          24.5        21.9            25.0
                                                  -----         -----       -----           -----
          Total operating expenses..............  129.1         158.2       145.2           160.3
                                                  -----         -----       -----           -----
Operating loss..................................  (29.1)        (58.2)      (45.2)          (60.3)
                                                  -----         -----       -----           -----
Interest income, net............................    2.5           6.7         5.0             7.9
                                                  -----         -----       -----           -----
Loss before provision (benefit) for income
  taxes.........................................  (26.6)        (51.5)      (40.2)          (52.4)
Provision (benefit) for income taxes............     --            --        (0.5)            0.1
                                                  -----         -----       -----           -----
Net loss........................................  (26.6)%       (51.5)%     (39.7)%         (52.5)%
                                                  -----         -----       -----           -----
</TABLE>
 
     Total revenues for the Company's third fiscal quarter ended December 31,
1997 were $7,216,000 compared to $5,664,000 for the same quarter of the previous
year, an increase of $1,552,000 or 27.4%. Revenues from direct channels were
approximately $4,043,000 or 56% of total revenues for the quarter ended December
31, 1997 and $3,501,000 or 62% for the comparable period of the prior year. The
higher total revenues for the quarter ending December 31, 1997 compared to the
same quarter last year is due to higher license revenues partially offset by
lower service revenues. International revenues were approximately $3,209,000 or
45% of total revenues in the quarter ended December 31, 1997 compared to
approximately $388,000 or 7% in the comparable quarter of last year. Total
revenues for the nine-month period ended
 
                                        7
<PAGE>   8
 
December 31, 1997 were $16,206,000 compared to $15,777,000 for the same
nine-month period of the previous year, an increase of $429,000 or 2.7%
resulting from higher license revenues partially offset by lower service
revenues.
 
     License revenues were $5,443,000 or 75.4% of total revenues for the quarter
ended December 31, 1997 compared to $2,933,000 or 51.8% of total revenues for
the same period last year. License revenues for the nine-month period ended
December 31, 1997 were $10,747,000 or 66.3% of total revenues compared to
$8,098,000 or 51.3% of total revenues for the same period last year. The
increase in license revenues for the quarter and nine-month period ended
December 31, 1997 was primarily attributable to closing contracts with a higher
average selling price. License revenues from indirect channels continued to
provide a greater percentage of the total license revenue in both the current
year and last year quarters compared to the direct channel. License revenues
from North America continued to provide a greater percentage of the license
revenue in both the current year and last year quarters compared to outside of
North America. However, license revenue outside of North America increased
substantially in the current quarter as compared to the same quarter last year
due primarily to the closing of contracts in the United Kingdom (UK). License
revenue from outside North America will continue to be an important contributor
to total license revenue in future quarters. 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. Though the Company recorded no such fees in the current year
quarter, at December 31, 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 $1,773,000 or 24.6% of total revenues for the quarter
ended December 31, 1997 compared to $2,731,000 or 48.2% of total revenues for
the comparable quarter last year. Service revenues for the nine-month period
ended December 31, 1997 were $5,459,000 or 33.7% of total revenues compared to
$7,679,000 or 48.7% of total revenues for the comparable period last year. The
lower service revenues for the quarter and the nine-month period ended December
31, 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 approximately $3,801,000 in the nine-month
period ended December 31, 1996. Comparing service revenues for the quarter ended
December 31, 1997 with the same quarter last year excluding IBM revenue, the
current year quarter is approximately $309,000 higher due to greater consulting
and training services performed. Comparing service revenues for the nine-month
period ended December 31, 1997 with the same period last year excluding IBM
revenue, the current year quarter is approximately $1,581,000 higher due to
greater consulting and training services performed, and due to higher
maintenance fees associated with a growing installed.
 
     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 $1,952,000 or 110% of service revenues
for the quarter ended December 31, 1997 compared to $1,586,000 or 58% of service
revenues for the quarter ended December 31, 1996. Cost of services for the
nine-month period ended December 31, 1997 was $5,065,000 or 93% of service
revenues compared to $4,925,000 or 64% of service revenues for the same period
last year. The higher cost of services in the quarter and nine-month period
ended December 31, 1997 compared to the same periods for the prior year was
primarily due to the use of outside consultants in the current quarter. The
reason for the higher cost of services as a percent of service revenues in the
quarter and the nine-month period ended December 31, 1997 as compared with the
same periods last year is due to the higher costs and the expiration of the
Company's services agreement with IBM which provided services revenue at a high
margin. The Company does not expect the cost of services to increase throughout
the remainder of 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
December 31, 1997 were $4,286,000 or 59.4% of total revenues as compared to
$4,409,000 or 77.8% of total revenues for the same period last year. The sales
and marketing expenses decreased $123,000 or 2.8% in
 
                                        8
<PAGE>   9
 
the fiscal third quarter this year compared to the same quarter last year. Sales
and marketing expenses for the nine-month period ended December 31, 1997 were
$9,838,000 or 60.7% of total revenues as compared to $11,985,000 or 76.0% of
total revenues for the same period last year. The sales and marketing expenses
decreased $2,147,000 or 17.9% in the nine-month period this year compared to the
same period last year. The decrease in the quarter and the nine-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 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. During the quarter and the nine-month period ended
December 31, 1997, the Company incurred $349,000 and $1,394,000, respectively,
of costs, which were applied against accrued restructuring costs. The Company
does not expect sales and marketing expenses in dollar terms to increase for the
remainder of the fiscal year because the Company believes some expenses in the
third quarter will not recur, or will not recur at the same level in the
following quarter including; the marketing expenses associated with the launch
of release 4.0 of the Enterprise Desktop Manager(TM) ("EDM"), made commercially
available on October 1, 1997 and the launch of the Radia(TM) line of products
for the internet which are expected to be commercially available during February
1998, and the payment of royalties to the Company's former UK distributor
related to the reacquisition of distribution rights in the UK market.
 
     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 $1,786,000 or
24.7% of total revenues for the quarter ended December 31, 1997 compared to
$1,580,000 or 27.9% of total revenues for the same period last year. Research
and development expenses for the nine-month period ended December 31, 1997 were
$5,068,000 or 31.3% of total revenues as compared to $4,436,000 or 28.1% of
total revenues for the same period last year. The higher expenses for the
quarter and the nine-month period ended December 31, 1997 were primarily due to
contracting of consultants 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 EDM
release 4.0 and the Radia line of products for the internet. 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 $1,289,000 or 17.9% of
total revenue for the quarter ended December 31, 1997 compared to $1,384,000 or
24.5% of total revenues for the same period of last year. General and
administrative expenses for the nine-month period ended December 31, 1997 were
$3,558,000 or 21.9% of total revenue compared to $3,949,000 or 25.0% of total
revenues for the same period of last year. The decrease in the quarter and the
nine-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 dollars and to decrease as a percent of total revenue in
future quarters.
 
     Net interest income was $180,000 and $806,000 for the quarter and
nine-month periods ended December 31, 1997, respectively, compared to $378,000
and $1,255,000 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 nine-month
period ended December 31, 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, bank fees and other miscellaneous
expenses.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Cash used in operations for the nine-month period ended December 31, 1997
was $7,790,000 compared to cash used in operations of $8,843,000 for the same
period last year. This decrease in cash used in operations of $1,053,000 was
primarily due to a higher deferred revenue balance at December 31, 1997 and a
lower net
 
                                        9
<PAGE>   10
 
loss in the nine-month period of fiscal 1998 compared to the same time and
period last year, respectively, partially offset by an increase in the accounts
receivable balance and a decrease in the accrued restructuring cost balance at
December 31, 1997 compared to the same period last year.
 
     As of December 31, 1997, the Company had working capital of $20,194,000,
including $19,283,000 of cash and short-term marketable securities. The Company
has a revolving line of credit that permits unsecured borrowings up to
$1,000,000 through August 1998. As of December 31, 1997, there were no
outstanding loans under the line of credit and the Company was in compliance
with the terms of the agreement.
 
     Property and equipment expenditures were $889,000 and $1,128,000 for the
quarter and nine-month period ended December 31, 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 December 31, 1997 the
Company had repurchased 500,000 shares, including $1,535,000 of repurchases in
the nine-month period ended December 31, 1997. The Company announced the
termination of the repurchase program effective October 30, 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
 
          The Company held its 1997 Annual Meeting of Stockholders on November
     21, 1997. The following matters were approved by the stockholders by the
     votes indicated below:
 
<TABLE>
<CAPTION>
                                                 VOTES         VOTES                   BROKER
                                                  FOR         AGAINST     ABSTAIN     NON-VOTES
                                               ----------     -------     -------     ---------
    <S>                                        <C>            <C>         <C>         <C>
    a. election of four directors to serve
       for the ensuing year as follows:
         Albion J. Fitzgerald...............   11,724,907         --       63,518         --
         Robert B. Anderson.................   11,724,907         --       63,518         --
         H. Kent Petzold....................   11,678,330         --      110,095         --
         Deborah Doyle McWhinney............   11,711,333         --       76,092         --
 
    b. appointment of Arthur Andersen LLP as
       independent auditors of the Company
       for the fiscal year ending March 31,
       1998.................................   11,762,549     20,326       5,550         100
</TABLE>
 
ITEM 5. OTHER INFORMATION
 
     None
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits
 
        27.1  Financial Data Schedule
 
     (b) The Company has not filed any Form 8-K during the quarter ended
December 31, 1997.
 
                                       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.
 
Dated: February 12, 1998                  NOVADIGM, INC.
 
                                          By: /s/ WALLACE D. RUIZ
                                            ------------------------------------
                                                      Wallace D. Ruiz
                                            Vice President & Chief Financial
                                              Officer
                                            (principal financial and chief
                                              accounting officer)
 
                                       12
<PAGE>   13
                             INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                    DESCRIPTION
- -------                   -----------
<S>               <C>
27.1              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>                             OCT-01-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                           3,619
<SECURITIES>                                    15,664
<RECEIVABLES>                                    8,874
<ALLOWANCES>                                     1,211
<INVENTORY>                                          0
<CURRENT-ASSETS>                                27,987
<PP&E>                                           4,276
<DEPRECIATION>                                   2,638
<TOTAL-ASSETS>                                  30,395
<CURRENT-LIABILITIES>                            7,793
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            11
<OTHER-SE>                                      22,591
<TOTAL-LIABILITY-AND-EQUITY>                    30,395
<SALES>                                              0
<TOTAL-REVENUES>                                 7,216
<CGS>                                                0
<TOTAL-COSTS>                                    9,313
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (180)
<INCOME-PRETAX>                                (1,917)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,917)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,917)
<EPS-PRIMARY>                                    (.11)
<EPS-DILUTED>                                    (.11)
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission