<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarter ended September 30, 1996 Commission File Number 0-20364
BANYAN SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2798394
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 FLANDERS ROAD 01581
WESTBORO, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
508-898-1000
(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
------ ------
Number of shares outstanding of the issuer's classes of common stock as of
October 31, 1996:
Class Number of Shares Outstanding
- -------------------------------------- ----------------------------
Common Stock, par value $.01 per share 17,127,377
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<PAGE>
BANYAN SYSTEMS INCORPORATED
INDEX
<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 3
CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURE 13
</TABLE>
This Quarterly Report on Form 10-Q contains forward-looking statements,
including information with respect to the Company's plans and strategy for its
business. For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes", "anticipates", "plans",
"expects" and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause actual
events or the Company's actual results to differ materially from those indicated
by such forward-looking statements. These factors include, without limitation,
those set forth below under the caption "Factors Affecting Future Operating
Results" included under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Part I of this Quarterly Report on Form
10-Q.
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
BANYAN SYSTEMS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
ASSETS September 30, 1996 December 31, 1995
------------------- ------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,511 $ 12,398
Marketable securities 980 7,729
Accounts receivable, less
allowances of $7,624 and $5,636 26,659 24,288
Inventories 3,021 3,664
Income taxes receivable 233 6,042
Deferred taxes, current portion 4,896 6,494
Other current assets 5,502 6,790
-------- -----------
Total current assets 49,802 67,405
Property and equipment:
Computers and peripherals 24,352 20,709
Equipment 10,823 9,959
Furniture and fixtures 4,596 4,639
Leasehold improvements 4,918 4,585
-------- -----------
Total 44,689 39,892
Less accumulated depreciation and
amortization 30,079 25,296
-------- -----------
Property and equipment, net 14,610 14,596
Marketable securities 10,772 11,136
Deferred taxes, non-current 5,538 5,872
Other assets, net of accumulated
amortization of $4,791 and $6,145 11,164 7,300
-------- -----------
Total assets $ 91,886 $ 106,309
======== ===========
LIABILITIES
Current liabilities:
Long-term debt, current portion $ 27 $ 62
Accounts payable 3,367 4,443
Accrued compensation 6,877 7,077
Accrued expenses 5,760 8,443
Accrued costs for restructuring
and other charges 935 9,007
Income taxes payable 1,685 2,531
Software licenses payable, current
portion 1,427 3,266
Note payable 1,064 719
Deferred revenue 21,709 22,323
-------- -----------
Total current liabilities 42,851 57,871
Software licenses payable, non-current 2,366 3,266
Minority interest in consolidated
subsidiary 702 830
STOCKHOLDERS' EQUITY
Common stock, $.01 par value;
authorized 25,000,000 shares; issued
and outstanding 18,974,427 and
18,623,154 shares 190 186
Preferred stock, $.01 par value;
authorized 1,000,000 shares; none
issued and outstanding - -
Additional paid-in capital 64,252 62,347
Retained earnings 11,010 11,238
Treasury stock at cost; 1,848,000
common shares (28,564) (28,564)
Foreign currency translation adjustment (819) (868)
Unrealized (loss)/gain on
(depreciation)/appreciation of
investments (102) 3
-------- -----------
Total stockholders' equity 45,967 44,342
-------- -----------
Total liabilities and
stockholders' equity $ 91,886 $ 106,309
======== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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<PAGE>
BANYAN SYSTEMS INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -----------------
1996 1995 1996 1995
--------- --------- -------- -------
<S> <C> <C> <C> <C>
Revenues:
Software $23,917 $24,990 $74,593 $ 83,011
Support and training 3,795 5,244 12,159 15,771
Hardware 417 969 1,510 2,924
------- ------- ------- --------
Total revenues 28,129 31,203 88,262 101,706
Cost of revenues:
Software 2,698 3,063 7,969 10,096
Support and training 3,405 3,631 10,045 10,156
Hardware 148 542 478 1,688
------- ------- ------- --------
Total cost of revenues 6,251 7,236 18,492 21,940
------- ------- ------- --------
Gross margin 21,878 23,967 69,770 79,766
Operating expenses:
Sales and marketing 15,229 21,631 45,833 60,322
Product development 5,370 6,216 16,342 17,772
General and administrative 2,721 3,490 8,553 9,648
------- ------- ------- --------
Total operating expenses 23,320 31,337 70,728 87,742
------- ------- ------- --------
Loss from operations (1,442) (7,370) (958) (7,976)
Other income/(expense):
Interest income 255 380 878 1,396
Interest expense (19) (11) (57) (27)
Other, net (16) 44 (219) (60)
------- ------- ------- --------
Total other income/(expense) 220 413 602 1,309
------- ------- ------- --------
Loss before income taxes (1,222) (6,957) (356) (6,667)
Benefit for income taxes (439) (2,640) (128) (2,615)
------- ------- ------- --------
Net loss $ (783) $(4,317) $ (228) ($4,052)
======= ======= ======= ========
Net loss per share $(0.05) $(0.26) $(0.01) $(0.24)
======= ======= ======= ========
Weighted average number of common
shares outstanding 17,040 16,576 16,887 16,812
======= ======= ======= ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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<PAGE>
BANYAN SYSTEMS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
---------------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (228) $ (4,052)
Adjustments to reconcile net loss to net cash (used in)/
provided by operating activities:
Depreciation and amortization 6,222 7,441
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivable (2,389) 7,891
Decrease/(increase) in inventories 641 (1,154)
Decrease/(increase) in income taxes receivable 5,809 (3,381)
Decrease in deferred taxes 1,932 706
Decrease/(increase) in other current assets 1,503 (5,500)
(Decrease) in accounts payable and accrued
compensation and expenses (4,198) (3,339)
(Decrease) in accrued costs for restructuring and other charges (8,072) -
(Decrease)/increase in software licenses payable, net (2,853) 735
(Decrease) in income taxes payable (846) (862)
(Decrease)/increase in deferred revenue (609) 2,583
------- --------
Net cash (used in)/provided by operating activities (3,088) 1,068
Cash flows from investing activities:
Capital expenditures (4,857) (8,750)
Capitalization of software costs (1,692) (1,680)
Acquisition of software licenses (1,125) (500)
Proceeds from/(purchases of) marketable securities, net 7,008 5,118
Investment in unconsolidated affiliate (2,001) -
------- --------
Net cash (used in) investing activities (2,667) (5,812)
Cash flows from financing activities:
Repayment of principal on long-term debt (35) (61)
Proceeds from common stock options
and related tax benefits 1,909 4,734
Purchase of treasury stock - (12,686)
------- --------
Net cash provided by/(used in) financing activities 1,874 (8,013)
Effect of exchange rate changes on cash and cash equivalents (6) (336)
------- --------
Net (decrease) in cash and cash equivalents (3,887) (13,093)
------- --------
Cash and cash equivalents at beginning of the period 12,398 22,233
------- --------
Cash and cash equivalents at end of the period $ 8,511 $ 9,140
======= ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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<PAGE>
BANYAN SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements include the
accounts of the Company and its subsidiaries, as of September 30, 1996, and
have been prepared by the Company in accordance with generally accepted
accounting principles. In the opinion of management, the accompanying
unaudited consolidated financial statements contain all adjustments,
consisting only of those of a normal recurring nature, necessary for a fair
presentation of the Company's financial position, results of operations and
cash flows at the dates and for the periods indicated. While the Company
believes that the disclosures presented are adequate to make the
information not misleading, these consolidated financial statements should
be read in conjunction with the consolidated financial statements and
related notes included in the Company's 1995 Annual Report to Stockholders.
The results of operations for the three-month and nine-month periods ended
September 30, 1996 are not necessarily indicative of the results expected
for the full fiscal year.
B. INVENTORIES:
<TABLE>
<CAPTION>
Inventories consist of the following at:
(in thousands) September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Purchased parts $1,313 $1,250
Work in process 313 740
Finished goods 1,395 1,674
------ ------
$3,021 $3,664
====== ======
</TABLE>
C. CAPITALIZED SOFTWARE COSTS:
During the quarters ended September 30, 1996 and 1995, the Company
capitalized $785,000 and $433,000, respectively, of software costs.
During the nine months ended September 30, 1996 and 1995, the Company
capitalized $1,692,000 and $1,680,000, respectively, of software
costs. The Company amortized software costs of $522,000 and $340,000
for the quarters ended September 30, 1996 and 1995, respectively, and
$1,261,000 and $1,220,000 for the nine months ended September 30, 1996
and 1995, respectively.
D. SUBSEQUENT EVENT:
On November 7, 1996, the Company announced a reorganization of its
operations. As a result of the reorganization, the Company expects to
record a pre-tax restructuring charge of approximately $3,000,000 to
$5,000,000 in the fourth quarter ending December 31, 1996. The
restructuring charge will provide for severance costs related to the
reduction of approximately 15% of the Company's workforce and other
related costs. In an effort to reduce worldwide channel inventories,
the Company also announced its plans to reduce its product shipments
to its distribution channel by approximately $7,000,000 to $10,000,000
in the quarter ending December 31, 1996, which is expected to result
in declines in software revenues and a net operating loss. The Company
also expects to record a non-cash charge for previously recorded
deferred tax assets in the fourth quarter ending December 31, 1996.
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<PAGE>
BANYAN SYSTEMS INCORPORATED
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL
On November 7, 1996, the Company announced a reorganization of its operations.
As a result of the reorganization, the Company expects to record a pre-tax
restructuring charge of approximately $3,000,000 to $5,000,000 in the fourth
quarter ending December 31, 1996. The restructuring charge will provide for
severance costs related to the reduction of approximately 15% of the Company's
workforce and other related costs. In an effort to reduce worldwide channel
inventories, the Company also announced its plans to reduce its product
shipments to its distribution channel by approximately $7,000,000 to $10,000,000
in the quarter ending December 31, 1996. The Company also expects to record a
non-cash charge for previously recorded deferred tax assets in the fourth
quarter ending December 31, 1996.
REVENUES
Total revenues for the three-month and nine-month periods ended September 30,
1996 were $28.1 million and $88.3 million, respectively, which represents a
decrease of $3.1 million and $13.4 million, respectively, when compared to the
corresponding periods in 1995. The decrease was due to lower software and
support and training revenues as well as continued expected declines in hardware
revenue. The Company's software revenues for the three-month period ended
September 30, 1996 decreased by $1.1 million, or 4%, when comparing the three-
month period ended September 30, 1996 to the corresponding period in 1995. The
decrease was primarily due to a decline in messaging revenues, which was
partially offset by a one-time payment received from a customer of $1.5 million
for a source code fee. The Company's software revenues in the nine-month period
ended September 30, 1996, decreased by $8.4 million, or 10%, when comparing the
nine-month period ended September 30, 1996 to the corresponding period in 1995.
The decrease was primarily due to a decrease in revenues from messaging products
and from the Company's ENS platform offerings. The Company plans to reduce
product shipments to its distribution partners by approximately $7 million to
$10 in the quarter ending December 31, 1996, which is expected to result in
declines in software revenues through this period. Support and training
revenues decreased by $1.5 million, or 28%, and $3.6 million, or 23%, over the
corresponding periods in 1995 for the three-month and nine-month periods ended
September 30, 1996, respectively, primarily due to lower revenues from
educational services and end-user support contracts. Hardware revenues declined
$0.6 million, or 57%, and $1.4 million, or 48% when compared to the
corresponding periods in 1995 for the three-month and nine-month periods ended
September 30, 1996, respectively, primarily due to the continued phase-out of
the Company's hardware business.
International revenues for the three-month and nine-month periods ended
September 30, 1996 were $6.4 million and $19.9 million, respectively, compared
with $8.1 million and $22.1 million for the corresponding periods in 1995. The
decrease when comparing the three-month period and nine-month period ended
September 30, 1996 to the corresponding periods in 1995 was primarily due to
lower revenues in Europe. International revenues accounted for 23% of total
revenues for both the three-month and nine-month periods ended September 30,
1996, respectively, compared with 26% and 22% for the corresponding periods in
1995.
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<PAGE>
The Company plans to reduce product shipments to its distribution partners by
approximately $7 million to $10 million in the quarter ending December 31, 1996,
which is expected to result in declines in software revenues in the quarter.
GROSS MARGINS
Gross margins for software were 89%, or $21.2 million, and 89%, or $66.6
million, for the three-month and nine-month periods ended September 30, 1996,
respectively, compared with 88%, or $21.9 million, and 88%, or $72.9 million for
the corresponding periods in 1995. The increases in software margin percentages
were primarily due to lower manufacturing costs as a result of the Company's
restructuring in the quarter ended December 31, 1995, which reduced staffing and
related facility costs. The decreases in gross margin dollars were primarily
due to lower sales volumes.
Gross margins for support were 10%, or $0.4 million, and 17%, or $2.1 million,
for the three-month and nine-month periods ended September 30, 1996,
respectively, compared with 31%, or $1.6 million, and 36%, or $5.6 million, for
the corresponding periods in 1995. The decreases in margin percentages and
dollars for the three-month and nine-month periods ending September 30, 1996
were primarily due to lower revenues from education classes and end user support
contracts.
Gross margins for hardware were 65% or $0.3 million, and 68%, or $1.0 million,
for the three-month and nine-month periods ended September 30, 1996,
respectively, compared with 44%, or $0.4 million, and 42%, or $1.2 million, for
the corresponding periods in 1995 due to lower manufacturing costs as a result
of the Company's restructuring in the quarter ended December 31, 1995, which
reduced staffing and related facility costs.
OPERATING EXPENSES
Sales and marketing expenses of $15.2 million and $45.8 million for the three-
month and nine-month periods ended September 30, 1996, respectively, represented
decreases of 30% and 24% compared to the corresponding periods in 1995. These
decreases were primarily due to lower sales staffing and facility costs as a
result of the reduction in force as part of the Company's reorganization in the
quarter ended December 31, 1995. Sales and marketing expenses as a percentage
of revenues were 54% and 52% for the three-month and nine-month periods ended
September 30, 1996, respectively, and 69% and 59% for the corresponding periods
in 1995.
Product development expenses of $5.4 million and $16.3 million for the three-
month and nine-month periods ended September 30, 1996, respectively, represented
decreases of 14% and 8% over the corresponding periods in 1995. These decreases
were primarily due lower headcount in the nine-month period ended September 30,
1996 when compared to the corresponding period in the prior year as a result of
the Company's reorganization in the quarter ended December 31, 1995. The
Company continues to focus its product development resources on its enterprise
network services, particularly the Windows NT based products and its messaging
products. Additionally, the Company has maintained its investment in internet-
related product initiatives, particularly Switchboard.com technology and
services. Product development expenses as a percentage of revenues were
approximately 19% for both the three-month and nine-month periods ended
September 30, 1996, respectively, as compared to 20% and 17% for the
corresponding periods in 1995. Software costs of $785,000 and $1,692,000 were
capitalized for the three-month and nine-month periods ended September 30, 1996,
respectively, as compared to $433,000 and $1,680,000 for corresponding periods
in 1995. Capitalized software costs in the three month period ended September
30, 1996 were primarily related to VINES 7.0, StreetTalk for Windows NT and
localization of product offerings. The amounts capitalized represented 13% and
9% of product development expenditures for the three-month and nine-month
periods ended September 30, 1996, respectively, as compared to 7% and 9% for the
corresponding periods in 1995.
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<PAGE>
General and administrative expenses of $2.7 million and $8.6 million for the
three-month and nine-month periods ended September 30, 1996, respectively,
represented decreases of 22% and 11% when compared to the corresponding periods
in 1995. The decreases were due to lower administrative and personnel costs as
a result of the reduction in force as part of the Company's reorganization in
the quarter ended December 31, 1995. General and administrative expenses as a
percentage of revenues were 10% for both three-month and nine-month periods
ended September 30, 1996, as compared to 11% and 9% for the corresponding
periods in 1995.
OTHER INCOME
Interest income was $255,000 and $878,000 for the three-month and nine-month
periods ended September 30, 1996, respectively, and represented decreases of 33%
and 37% from the corresponding periods in 1995. These decreases were primarily
due to lower levels of available funds invested in marketable securities.
INCOME TAXES
The Company's effective tax rate was (35.9%) for both the three-month and nine-
month periods ended September 30, 1996 and (37.9%) and (39.2%), respectively,
for the corresponding periods in 1995. The difference when comparing the rate
for the three-month and nine-month periods ended September 30, 1996 to the
corresponding periods in 1995 was related to foreign operations.
FACTORS AFFECTING FUTURE OPERATING RESULTS
Certain of the information contained in this Form 10-Q, including information
with respect to the Company's plans and strategy for its business expectations,
consists of forward-looking statements. Important factors that could cause
actual results to differ materially from the forward-looking statements include
the following:
On November 7, 1996, the Company announced a reorganization of its operations,
including a reduction of approximately 15% of the Company's workforce. The
Company also plans to reduce its product shipments to its distribution partners
by approximately $7 million to $10 million in the quarter ending December 31,
1996, which is expected to result in declines in software revenues and a net
operating and loss in the quarter. There can be no assurance the planned
reorganization and reduction in product shipments will be successfully
implemented. The Company's future success will depend on its ability to retain
its key employees and attract new employees, and there can be no assurance it
will be able to do so. In connection with the reorganization, the Company
expects to record a pre-tax restructuring charge of approximately $3 million to
$5 million in the quarter ending December 31, 1996. The Company also expects to
record a non-cash change for previously recorded deferred tax assets in the
fourth quarter ending December 31, 1996.
In 1995 and the first nine moths of 1996, a substantial majority of the
Company's product sales were to existing customers for upgrade or expansion of
their networks. The Company's results will depend on its ability both
to continue to sell products for use in networks of existing customers and to
attract new customers for the Company's products. In addition, in 1995 and the
first nine months of 1996, the Company experienced extended selling cycles due
to an increase in multi-year customer agreements and to longer evaluation of
operating systems and hardware platforms by potential customers. The Company
expects that extended selling cycles will continue to affect the Company's
operating results for the foreseeable future.
The Company's results are partially dependent on its ability to enhance existing
products and introduce new products on a timely basis, and to achieve market
acceptance for such enhanced and new products. The Company's results in 1995
and the first nine months of 1996 were adversely affected by delays in the
release and localization of certain products, and there can be no assurance that
the Company will not
-9-
<PAGE>
experience similar delays in the future. On September 30, 1996, the Company
introduced StreetTalk for Windows NT which provides integration of the Windows
NT operating system into a VINES network. While the Company does not expect to
record significant revenues from this NT-based product in 1996, failure of this
product to achieve market acceptance could have material adverse effect on the
Company's future results of operations.
The Company had established an Internet Products Division (Coordinate.com) to
develop products and services to bring the Company's directory and messaging
capabilities to Internet users. The Company has limited experience in
developing or selling products for the Internet and the success of the division
will depend in part on its ability to enter into strategic alliances with other
Internet providers. While the Company does not expect to record significant
revenues in 1996 from sales of products for the Internet, any delay in
developing its products and services for the Internet or failure of such
products and services to achieve market acceptance could have a material adverse
effect on the Company's future results of operations.
The markets for the Company's products are highly competitive and characterized
by rapidly changing technology. There can be no assurance that current or
potential competitors will not introduce products that offer performance or
other features that are more attractive than those of the Company's products.
Many of the Company's competitors have greater name recognition, larger
installed customer bases and greater financial resources than the Company and
therefore may be able to adapt more quickly to new or emerging technologies and
changes in customer requirements. Other factors that may affect the Company's
future operating results include its ability to expand its international sales,
its dependence on indirect reseller channels, declines in purchases by any major
reseller, and fluctuations in currency exchange rates.
Because of the foregoing factors, past financial results should not be relied
upon as an indication of future performance. The Company believes that period-
to-period comparisons of its financial results are not necessarily meaningful
and it expects that its results of operations may fluctuate from period to
period in the future.
LIQUIDITY AND CAPITAL RESOURCES
Working capital decreased from $9.5 million at December 31, 1995 to $7.0 million
at September 30, 1996. At September 30, 1996, cash and cash equivalents
combined with short-term and long-term marketable securities were $20.3 million,
compared with $31.3 million at December 31, 1995. Cash and cash equivalents
decreased $3.9 million from December 31, 1995 resulting in a cash balance of
$8.5 million at September 30, 1996. The decrease was due to restructuring and
other charges of $8.1 million, in connection with the restructuring in the
quarter ended December 31, 1995, capital expenditures of $4.9 million, an
increase in accounts receivable of $2.4 million and a minority interest equity
investment of $2.0 million, offset in part by net proceeds from the sale of
marketable securities of $7.0 million, the collection of income taxes receivable
of $5.8 million and the net effect of other operating, investing and financing
activities.
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<PAGE>
The Company expects working capital to decrease through at least the first
quarter of 1997 as a result of its plans to reduce product shipments to its
distribution channels and the costs associated with the reorganization announced
on November 7, 1996, offset in part by the resulting decreases in operating
expenses.
In the quarter ended December 31, 1995, the Company recorded a restructuring and
other charges of $15.8 million. As of September 30, 1996, a balance of $0.9
million associated with this charge remains on the balance sheet. Management
believes that this remaining balance is adequate to cover future expenditures
associated with the 1995 restructuring and other charges.
The Company has a line of credit of $10 million that expires in May 1997.
Borrowings may be made at the bank's prime rate. At September 30, 1996, the
Company had no borrowings under this line of credit and was in compliance with
all covenants of the agreement. The Company believes that existing cash and
marketable securities, combined with cash expected to be generated from
operations and the available line of credit, will be sufficient to meet the
Company's working capital and capital expenditure requirements through at least
June 30, 1997.
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<PAGE>
BANYAN SYSTEMS INCORPORATED
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
a. The exhibits listed in the Exhibit Index filed as part of this
report are filed as part of or are included in this report.
b. The Company filed no reports on Form 8-K during the quarter for
which this report is filed.
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<PAGE>
BANYAN SYSTEMS INCORPORATED
SIGNATURE
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.
BANYAN SYSTEMS INCORPORATED
Date: November 12, 1996 By: /s/ Richard M. Spaulding
-------------------------
Richard M. Spaulding
Vice President Finance
and Treasurer
(Principal Accounting Officer)
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<PAGE>
EXHIBIT INDEX
10.39 Separation Agreement and Release and Waiver of Claims dated November 1,
1996, between the Company and John M. Paul
27 Financial Data Schedule
-14-
<PAGE>
SEPARATION AGREEMENT AND
RELEASE AND WAIVER OF CLAIMS
----------------------------
This Separation Agreement and Release and Waiver of Claims (the
"Agreement") is entered into this 1st day of November, 1996, by and between
Banyan Systems Incorporated, with offices at 120 Flanders Road, Westboro,
Massachusetts 01581 ("Banyan") and John M. Paul, a resident of 112 Lowell Road,
Wellesley, MA 02181 (the "Undersigned").
For and in consideration of the mutual terms, conditions and covenants
herein, Banyan and the Undersigned agree as follows:
1. RESIGNATION OF EMPLOYMENT. The Undersigned hereby resigns as an
-------------------------
Officer of Banyan effective on November 1, 1996, and further resigns his
position with Banyan as Senior Vice President, Coordinate.com, effective
November 1, 1996. The Undersigned shall promptly execute and deliver to Banyan
a separate instrument embodying such resignation.
2. PAYMENT. For and in consideration of the Undersigned's execution of
-------
this Agreement, Banyan shall pay to the Undersigned the amount set forth in
Exhibit A, Section 1, less applicable deductions and/or withholdings for taxes
or similar governmental payments and charges, and further Banyan shall provide
the benefits set forth in Exhibit A, Sections 2-5.
3. PUBLIC STATEMENT. The Undersigned agrees that he will not
----------------
intentionally make or disclose or cause to be disclosed any negative, adverse or
derogatory comments about Banyan or its management, business, personnel or about
any product or service provided by Banyan, or about Banyan's prospects for the
future. Banyan agrees that its officers, executives, and authorized
spokespersons will not intentionally make or disclose any negative, adverse or
derogatory comments about the Undersigned.
4. NON-SOLICITATION. The Undersigned agrees that from November 1, 1996
----------------
to November 1, 1997, he will not either directly or indirectly, without Banyan's
prior express written consent:
<PAGE>
a. call on or solicit Cisco Systems, Inc., America OnLine
Incorporated or Software.com, Inc. with any third party product offerings which
are competitive with Banyan product offerings; or
b. solicit or participate in the hiring of, or attempt to solicit
or participate in the hiring of, any employee of Banyan, either for himself or
for any other person or entity.
5. EMPLOYEE PATENT AND CONFIDENTIAL INFORMATION AGREEMENT. For and in
------------------------------------------------------
further consideration of Banyan's payment to the Undersigned as set forth in
Section 2 above, the Undersigned agrees to execute Banyan's Employee Patent and
Confidential Information Agreement, attached hereto as Exhibit B, on or before
November 1, 1996. Such Employee Patent and Confidential Information Agreement
shall be deemed to be effective retroactive to August 1, 1994.
6. RELEASE. In exchange for the payment and benefits of this Agreement,
-------
the Undersigned agrees to give up all the rights that he now has to any relief
of any kind from Banyan and all affiliated or parent corporations, officers,
directors, shareholders, employees and agents, whether or not he knows about
those rights, arising out of the Undersigned's employment with Banyan up until
the date this Agreement is signed. This does not waive any rights or claims
that arise after the date this Agreement is executed. This includes, but is not
limited to, claims or rights under any federal, state or other governmental law,
statute, regulation, ordinance, or any other legal restrictions, including, but
not limited to Chapter 151B of the Massachusetts General Laws, the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and
the Americans with Disabilities Act, which prohibit discrimination in employment
on the basis of sex, age and/or disability.
THIS MEANS THE UNDERSIGNED MAY NOT SUE BANYAN FOR ANY CURRENT OR PRIOR
CLAIMS ARISING OUT OF HIS EMPLOYMENT WITH OR SEPARATION FROM BANYAN.
The Undersigned acknowledges and agrees that Banyan has discharged and
performed all of its obligations other than those obligations which are
specifically set forth in this Agreement, that there are no outstanding claims
against Banyan, that if there are any such claims there is considerable doubt as
to
<PAGE>
the prospect of successfully prevailing on them in litigation, and that the
consideration provided by Banyan pursuant to this Agreement is sufficient to
support each and all of the contractual obligations that the Undersigned is
undertaking herein.
7. COVENANT NOT TO SUE. The Undersigned represents and warrants that he
-------------------
has not filed any complaints, charges or claims for relief against Banyan and/or
related officers, directors, stockholders, corporate affiliates, agents or
employees with any local, state or federal court or administrative agency which
currently are outstanding. If the Undersigned has done so, he will forthwith
dismiss all such complaints, charges or claims for relief with prejudice. The
Undersigned further agrees and covenants not to bring any complaints, charges or
claims against Banyan, its officers, directors, stockholders, corporate
affiliates, agents or employees with respect to any matters arising out of his
employment with or separation of such employment from Banyan. Subject to the
Undersigned's full compliance with this Agreement and the Employee Patent and
Confidential Information Agreement attached hereto as Exhibit B, and except for
any actions taken by the Undersigned during his employment which constitute
actions outside the scope of his authority, criminal acts, or acts which violate
any law or regulation, Banyan agrees not to bring any complaints, charges or
claims against the Undersigned with regard to any other matter arising out of
his employment with Banyan.
8. REMEDIES. If at any time during the term of this Agreement, either
--------
party believes that the other party has breached any material obligations or
covenants hereunder, the non-breaching party promptly shall give the other party
written notice of the same. In the event that the other party does not promptly
cure such breach (if such breach is susceptible of cure), the non-breaching
party may, at its option, commence an action at law or equity, against the other
party including, but not limited to, injunctive relief.
9. GOVERNING LAW; SEVERABILITY. This Agreement is entered into and shall
---------------------------
be construed pursuant to the laws of The Commonwealth of Massachusetts,
excluding its conflicts of law rules. In the event any provision of this
Agreement is determined to be illegal or unenforceable by a duly authorized
court of competent jurisdiction, then the remainder of this Agreement, or the
application of such
<PAGE>
provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
10. WAIVERS; AMENDMENTS. The failure of either party to require the
-------------------
performance of any term or obligation of this Agreement, or the waiver by either
party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation and shall not be deemed a waiver of any
subsequent breach. No modification or waiver of any provision of this Agreement
shall be effective unless in writing and signed by both parties.
11. NON-ADMISSION. Banyan expressly disclaims any wrongdoing to the
-------------
Undersigned and the Undersigned agrees that by entering into this Agreement
Banyan admits no wrongdoing. The Undersigned expressly disclaims any wrongdoing
to Banyan and Banyan agrees that by entering into this Agreement the Undersigned
admits no wrongdoing.
12. REPRESENTATIONS. The Undersigned represents that he understands the
---------------
various claims he could have asserted under the common law of Massachusetts, the
Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964,
Chapter 151B of the Massachusetts General Laws, the Americans with Disabilities
Act and other such similar laws; and he has read the Agreement carefully and
understands all of its provisions; that he understands that he has the right to
and is advised to consult an attorney at the Undersigned's own expense
concerning this Agreement and in particular the waiver of any rights he might
have under these laws; that to the extent, if any, that he desired, he availed
himself of this right; that he has had at least twenty-one (21) days to consider
whether to sign the Agreement; and that he enters this Agreement and waives any
claims knowingly and willingly.
13. CHALLENGE TO VALIDITY OF AGREEMENT. The Undersigned agrees that he
----------------------------------
shall never bring a proceeding to challenge the validity of this Agreement.
14. ENTIRE AGREEMENT. This Agreement and the Exhibits attached hereto
----------------
set forth the full terms of the arrangement between Banyan and the Undersigned
and supersedes any prior oral or written understandings. Notwithstanding the
foregoing, nothing in this Agreement shall be deemed to affect the
<PAGE>
application and enforceability of the Employee Patent and Confidential
Information Agreement executed by the Undersigned.
15. SIGNATURE. This Agreement may be signed on one or more copies, each
---------
of which when so signed will be deemed to be an original, and all of which
together will be one and the same document.
16. CONFIDENTIALITY OF AGREEMENT. The parties agree that the terms of
----------------------------
this Agreement are confidential and shall not be disclosed to any other person,
except that the Undersigned may disclose the terms of this Agreement to his
immediate family, attorney, any tax or other professional advisors, or as
otherwise required by law or regulation, and that Banyan may disclose the terms
of this Agreement to its attorneys, tax or other professional advisors, its
personnel who have a need to know, or as otherwise required by law or
regulation.
17. EFFECTIVE DATE. This Agreement shall become effective seven (7)
--------------
days after it is signed by the Undersigned and executed by a representative of
Banyan. The Undersigned may revoke this Agreement within seven (7) days after
it is signed by the Undersigned, and it shall not become effective or
enforceable until this seven (7) day revocation period has expired.
IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SET THEIR NAMES ON October
26, 1996. THE UNDERSIGNED HAS BEEN OFFERED THE OPPORTUNITY TO SEEK ADVICE OF
COUNSEL PRIOR TO EXECUTING THIS AGREEMENT. BOTH PARTIES HAVE READ, UNDERSTAND
AND AGREE TO BE BOUND BY THIS AGREEMENT.
JOHN M. PAUL BANYAN SYSTEMS INCORPORATED
By: /s/ John M. Paul By: /s/ Ann Smith
------------------------------ ------------------------------
Date: October 26, 1996 Date: October 26, 1996
---------------------------- ----------------------------
<PAGE>
JOHN M. PAUL
------------
EXHIBIT A
---------
SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS
-----------------------------------------------------
For and in consideration of the Undersigned's execution of this
Agreement, Banyan shall: (i) pay to the Undersigned, as applicable, the amounts
set forth in Section 1 below, less any applicable deductions for medical,
dental, prescription and life insurance contributions and/or withholdings for
taxes or similar governmental payments or charges; and (ii) provide the benefits
set forth in Sections 2 through 5 below.
1. PAYMENT AMOUNT.
--------------
a. Banyan shall pay the Undersigned a lump-sum payment in a gross
amount equal to $56,250.00 less applicable deductions for medical, dental,
prescription and life insurance contributions and/or withholdings for taxes or
similar governmental payments or charges. Such amount shall be payable on or
after November 1, 1996.
b. In the event that the Undersigned has not become employed or
assumes independent contractor status (together "Re-employment") by February 1,
1997, despite good faith efforts on his part to find Re-employment, then Banyan
shall make payments to the Undersigned on customary Banyan pay days for a period
up to, but no later than, June 30, 1997 at the Undersigned's base, bi-weekly
gross salary rate of $8,653.84, less applicable deductions for medical, dental,
prescription and life insurance contributions and/or withholdings for taxes or
similar governmental payments or charges. It is expressly understood that such
payments shall be reduced to the extent of any income derived from the
Undersigned's Re-employment. It shall be the affirmative obligation of the
Undersigned to notify Banyan promptly in writing upon Re-employment.
<PAGE>
2. MEDICAL, DENTAL AND PRESCRIPTION DRUG BENEFITS.
----------------------------------------------
a. Banyan shall continue to provide medical, dental, prescription and
life insurance benefits from November 1, 1996 through June 30, 1997 subject to
the Undersigned's continued contribution at his current premium levels.
b. The Undersigned may elect to continue coverage of Company-
sponsored health and dental insurance for up to 18 months after benefits from
Paragraph 2.a expire under the applicable COBRA statute.
3. RELOCATION EXPENSES. Effective on June 30, 1997, Banyan shall release
-------------------
the Undersigned from the repayment obligation of the outstanding relocation
balance of $125,000 due to Banyan pursuant to the relocation letter agreement
previously executed by the Undersigned on December 13, 1995, provided that the
Undersigned meets all of the terms and conditions set forth in this Agreement.
Until such time, the Undersigned remains responsible for the repayment
obligation for such outstanding relocation balance. On or about November 1,
1996, Banyan shall deposit with the appropriate taxing authorities the
applicable tax withholdings of $106,009.58 associated with the relocation
payment made to the Undersigned pursuant to the aforementioned December 13, 1995
relocation letter agreement.
4. STOCK OPTIONS. All Incentive Stock Options granted to the Undersigned
-------------
shall cease vesting on November 1, 1996. Banyan shall accelerate the vesting of
10,000 shares of Non-qualified Stock Options at a per share option price of
$2.00 on November 1, 1996. The Undersigned may exercise such 10,000 Stock
Options and the currently vested 5,000 shares of Non-Qualified Stock Options at
a per share option price of $2.00 only during the period commencing November 1,
1996 through February 1, 1997. The Undersigned may exercise any other vested
stock options only during the period commencing June 1, 1997 through June 30,
1997. Any vested stock options not exercised by the Undersigned in accordance
with the above shall be terminated by Banyan.
<PAGE>
5. EXECUTIVE OUTPLACEMENT. Banyan shall provide the Undersigned with
----------------------
an Executive Outplacement Counseling Program through Manchester Associates
commencing on November 1, 1996 and ending on the earlier of December 1, 1997 or
the Re-employment of the Undersigned.
6. DIRECTORS AND OFFICERS LIABILITY INSURANCE. Banyan acknowledges that
------------------------------------------
it has maintained Directors and Officers Liability Insurance coverage under
terms, conditions and policy limits selected by Banyan at its sole discretion
for directors and officers of Banyan during the period of the Undersigned's
employment with Banyan. Such insurance shall apply to the extent of the
applicable policy terms, conditions and limits to the Undersigned in the event
of a claim against Banyan which names the Undersigned as an officer of Banyan
for any period of time during which the Undersigned was an officer of Banyan.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 SEP-30-1995
<CASH> 8,511 12,398
<SECURITIES> 980 7,729
<RECEIVABLES> 36,283 29,924
<ALLOWANCES> 9,264 5,636
<INVENTORY> 3,021 3,664
<CURRENT-ASSETS> 49,802 67,405
<PP&E> 44,689 39,892
<DEPRECIATION> 30,079 25,296
<TOTAL-ASSETS> 91,886 106,309
<CURRENT-LIABILITIES> 42,537 57,871
<BONDS> 0 0
0 0
0 0
<COMMON> 190 186
<OTHER-SE> 45,777 44,156
<TOTAL-LIABILITY-AND-EQUITY> 91,886 106,309
<SALES> 76,103 85,935
<TOTAL-REVENUES> 88,262 101,706
<CGS> 8,447 11,784
<TOTAL-COSTS> 89,220 109,682
<OTHER-EXPENSES> 219 60
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 57 27
<INCOME-PRETAX> (356) (6,667)
<INCOME-TAX> (128) (2,615)
<INCOME-CONTINUING> (228) (4,052)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (228) (4,052)
<EPS-PRIMARY> (0.01) (0.24)
<EPS-DILUTED> (0.01) (0.24)
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