================================================================================
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 June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-22044
WONDERWARE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-0304677
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
100 Technology Drive, Irvine, California 92618
(714) 727-3200
(Address and telephone number of principal executive offices)
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. [X] Yes [ ] No
As of June 30, 1996, there were 13,653,089 shares of the Registrant's Common
Stock outstanding.
================================================================================
<PAGE>
WONDERWARE CORPORATION
FORM 10-Q INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1996 (unaudited)
and December 31, 1995 3
Consolidated Statements of Operations (unaudited) for the
Three and Six Month Periods Ended June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows (unaudited) for
the Six Month Periods Ended June 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 8
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 12
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
WONDERWARE CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1996 1995
------------ ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $12,478,114 $22,637,986
Short-term investments 50,124,606 44,287,316
Accounts receivable, net 10,255,541 10,439,179
Income tax refund receivable 876,164
Inventories 1,047,884 460,663
Deferred tax assets 1,443,141 2,139,690
Prepaid expenses and other current assets 992,683 948,387
----------- -----------
Total current assets 77,218,133 80,913,221
Property and equipment, net 10,880,170 6,272,399
Investments 800,000 800,000
Noncurrent deferred tax assets 2,403,805 1,967,711
Other assets 1,238,790 1,408,265
----------- -----------
Total assets $92,540,898 $91,361,596
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $2,429,926 $1,532,721
Accrued employee incentive compensation 562,497 833,627
Accrued commissions 371,445 450,287
Income taxes payable 438,548
Accrued payroll and related liabilities 2,408,423 2,939,677
Other accrued liabilities 803,379 2,090,756
Deferred revenue 1,595,162 1,234,640
---------- ----------
Total current liabilities 8,170,832 9,520,256
Commitments
Stockholders' equity:
Common stock, $.001 par value; 50,000,000 shares
authorized; 13,653,089 and 13,247,610 shares
issued and outstanding at June 30, 1996 and
December 31, 1995, respectively 13,653 13,248
Additional paid-in capital 85,792,631 83,331,383
Unrealized gain (loss) on short-term investments (4,778) 192,698
Accumulated deficit (1,431,440) (1,695,989)
------------ ------------
Total stockholders' equity 84,370,066 81,841,340
------------ ------------
Total liabilities and stockholders' equity $ 92,540,898 $ 91,361,596
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
<TABLE>
WONDERWARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended June 30, Six months ended June 30,
----------------------------- ----------------------------
1996 1995 1996 1995
------------- ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Total revenues $ 14,867,944 $ 12,798,748 $ 30,790,820 $ 24,560,481
Cost of sales 1,000,303 597,881 2,029,340 1,179,487
------------- ------------ ------------ ------------
Gross profit 13,867,641 12,200,867 28,761,480 23,380,994
Operating expenses:
Research and development 4,364,576 2,114,877 8,498,243 3,946,220
Selling, general and administrative 12,057,466 6,517,171 21,214,588 12,678,832
------------- ------------ ------------ ------------
Operating income (loss) (2,554,401) 3,568,819 (951,351) 6,755,942
Other income, net 687,365 723,899 1,352,176 1,415,391
------------- ------------ ------------ ------------
Income (loss) before provision for income taxes (1,867,036) 4,292,718 400,825 8,171,333
Provision for income taxes (634,916) 1,455,132 136,276 2,766,476
------------- ------------ ------------ ------------
Net income (loss) (1,232,120) 2,837,586 264,549 5,404,857
============= ============ ============ ============
Net income (loss) per common and common equivalent
share $ (0.09) $ 0.21 $ 0.02 $ 0.40
Weighted average common and common equivalent shares 13,631,639 13,574,061 14,221,122 13,456,041
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
WONDERWARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30,
-----------------------------------
1996 1995
------------------ ----------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 264,549 $ 5,404,857
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,111,981 876,360
Provision for doubtful accounts 156,950 251,390
Deferred taxes 260,455 36,895
Compensation costs related to stock option grants 485,410 85,249
Changes in operating assets and liabilities:
Accounts receivable 26,688 (1,017,688)
Income tax refund receivable (876,164) (666,613)
Inventories (587,221) 40,161
Prepaid expenses and other current assets (52,938) (535,912)
Accounts payable 897,205 222,511
Accrued employee incentive compensation (271,130) (9,024)
Accrued commissions (78,842) (71,560)
Income taxes payable (438,548) (247,275)
Accrued payroll and other accrued liabilities (1,818,631) (106,107)
Deferred revenue 360,522 114,735
------------ ------------
Net cash provided by operating activities 440,286 4,377,979
Cash flows from investing activities:
Purchases of property and equipment (6,541,635) (2,363,229)
Sales and maturities of short-term investments 24,276,033 33,892,010
Purchases of short-term investments (30,310,800) (34,955,239)
------------ ------------
Net cash used in investing activities (12,576,402) (3,426,458)
Cash flows from financing activities:
Proceeds from exercise of stock options 670,064 759,385
Tax benefit related to exercise of stock options 583,071 3,551,727
Net proceeds from issuance of common stock 723,109 433,145
------------ ------------
Net cash provided by financing activities 1,976,244 4,744,257
------------ ------------
Net increase (decrease) in cash and cash equivalents (10,159,872) 5,695,778
Cash and cash equivalents, beginning of period 22,637,986 20,147,748
------------ ------------
Cash and cash equivalents, end of period $ 12,478,114 $ 25,843,526
============ ============
Supplemental cash flow information:
Income taxes paid $ 491,412 $ 65,500
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
WONDERWARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The interim condensed consolidated financial statements included herein have
been prepared by Wonderware Corporation ("Wonderware" or the "Company") without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures, normally
included in financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted pursuant to such SEC rules
and regulations; nevertheless, the management of the Company believes that the
disclosures herein are adequate to make the information presented not
misleading. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995 filed with the SEC in March 1996. In the opinion of management, the
condensed consolidated financial statements included herein reflect all
adjustments necessary to present fairly the consolidated financial position of
the Company as of June 30, 1996, and the results of its operations for the three
and six month periods ended June 30, 1996 and 1995, and its cash flows for the
six month periods ended June 30, 1996 and June 30, 1995. The results of
operations for the interim periods are not necessarily indicative of the results
of operations for the full year.
2. Stockholders' Equity and Net Income (Loss) Per Share
Net income per common and common equivalent share for the three month period
ended June 30, 1995 and the six month periods ended June 30, 1996 and 1995 is
computed by dividing net income by the weighted average number of common and
common equivalent shares outstanding. Weighted average common and common
equivalent shares include common shares and stock options using the treasury
stock method.
Net loss per common and common equivalent share for the three month period ended
June 30, 1996 is computed by dividing the net loss by the weighted average
number of common shares outstanding. Common equivalent shares are not included
as the effect would be antidilutive.
3. Stock Plans
Stock Option Plans - The following is a summary of stock option transactions
under the 1989 Stock Option Plan (the "1989 Plan") for the three months ended
June 30, 1996: <TABLE>
Number of
Number of Price per options
shares share exercisable
----------- ------------------ ------------
<S> <C> <C> <C>
Balance, March 31, 1996 1,575,994 $ 0.01 to $ 38.88 447,440
Granted 241,900 $18.88 to $ 22.50
Exercised (44,572) $ 0.03 to $ 13.75
Cancelled (25,840) $ 0.13 to $ 37.75
----------- -----------------
Balance, June 30, 1996 1,747,482 $ 0.01 to $ 38.88 454,076
=========== =================
</TABLE>
In April 1996, the Company issued options to purchase 40,000 shares of common
stock under the 1994 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). As of June 30, 1996, options to purchase 12,500 shares were exercisable
under the Directors' Plan.
4. Legal Proceedings
On July 9, 1996, the Company filed a complaint in the Superior Court of
California for the County of Orange against Constantin S. Delivanis and Vladimir
Preysman, formerly the Vice President and Vice President-Engineering,
respectively, of the Company's Cupertino Development Center. This complaint
alleges fraud, negligent misrepresentation, duress, securities fraud, breach of
the implied covenant of good faith and fair dealing, and breach of fiduciary
duty against Messrs. Delivanis and Preysman. The Cupertino Development Center
was established upon the Company's acquisition of EnaTec Software Systems, Inc.
(EnaTec), in which Messrs. Delivanis and Preysman owned a substantial majority
of the stock (see Note 12, Acquisitions, of Notes to Consolidated Financial
Statements included in the Company's 1995 Annual Report to Stockholders for a
description of the acquisition of EnaTec). The Company is seeking compensatory
and punitive damages with respect to its claims, as well as the costs incurred
in pursuing these claims. Mr. Delivanis and Mr. Preysman's employment with the
Company was recently terminated. Both of them have threatened to assert their
own claims against the Company.
Since the disclosure of the Company's Foxboro and RWT legal proceedings in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, the
only material change in those proceedings occurred in the RWT litigation. In
that case, on July 3, 1996, the United States District Court for the Northern
District of Illinois issued an order denying RWT's motion for a preliminary
injunction. For further information concerning this matter, see the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
<PAGE>
Item 2 - Management's Discussion and Analysis of Results of Operations and
Financial Condition
This report contains forward-looking statements that involve risks and
uncertainties. The actual future results of the Company could differ materially
from those statements. Factors that could cause or contribute to such
differences include, but are not limited to, uncertainties regarding market
acceptance of new products and product enhancements, delays in the introduction
of new products, and risks associated with managing the Company's rapid growth,
as well as factors discussed in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
Results of Operations
The following table sets forth the percentage of total revenues represented by
certain consolidated statement of operations data for the periods indicated:
<TABLE>
Three months ended June 30, Six months ended June 30,
--------------------------- ---------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Total revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales 6.7% 4.7% 6.6% 4.8%
----- ----- ----- -----
Gross profit 93.3% 95.3% 93.4% 95.2%
Operating expenses:
Research and development 29.4% 16.5% 27.6% 16.1%
Selling, general and administrative 81.1% 50.9% 68.9% 51.6%
----- ----- ----- -----
Operating income (17.2%) 27.9% (3.1%) 27.5%
Other income, net 4.6% 5.7% 4.4% 5.8%
----- ----- ----- -----
Income before provision for income taxes (12.6%) 33.6% 1.3% 33.3%
Provision for income taxes (4.3%) 11.4% 0.4% 11.3%
----- ----- ----- -----
Net income (loss) (8.3%) 22.2% 0.9% 22.0%
===== ===== ===== =====
</TABLE>
Total revenues. Total revenues include sales of software licenses and services,
less promotional discounts, refunds and sales returns. The Company's revenues
for the three months ended June 30, 1996 increased 16 percent to $14.9 million
from $12.8 million for the comparable quarter of 1995. For the six months ended
June 30, 1996, revenues increased 25 percent to $30.8 million from $24.6 million
in the comparable period in 1995. The increases were primarily due to increased
unit sales of Wonderware InTouch products, due in part to investments made by
the Company in its worldwide sales distribution and customer support network.
The increase in second quarter revenue was offset slightly by a decrease in
international sales compared to the second quarter of 1995. Revenues from the
Wonderware InTouch product line represents approximately 90 percent of the
Company's total revenues. The Company expects that revenues from these products
will continue to account for a substantial portion of the Company's revenues in
future periods, but that the share of revenues derived from other products will
increase as new products are introduced.
International sales decreased to $5.4 million, or 36 percent of total revenues,
for the three months ended June 30, 1996 from $5.7 million, or 45 percent of
total revenues, for the same quarter of 1995. For the six months ended June 30,
1996, international sales increased to $12.5 million, or 40 percent of total
revenues, from $10.5 million or 43 percent of total revenues for the comparable
period in 1995. The recent decline in international sales is the result of
delays in the localization of products for certain markets as well as increased
competitive pressures in Europe. The Company expects that international sales
will continue to represent a significant portion of its total revenues. The
Company's international operations are subject to various risks, including
seasonality, exposure to currency fluctuations, regulatory requirements,
political and economic instability, and trade restrictions. Although the
Company's sales are typically made in US dollars, a weakening in the value of
foreign currencies relative to the US dollar could have an adverse impact on the
effective price of the Company's products in its international markets. The
Company also expects that it will increasingly be required to transact in local
currencies in order to further its growth internationally and, therefore, will
become more directly exposed to the risk of foreign currency fluctuations.
The life cycles of the Company's products are difficult to estimate due in large
measure to the recent emergence of the Company's market, the future effect of
product enhancements and future competition. Declines in demand for these
products, whether as a result of competition, technological change, price
reductions or otherwise, would have a material adverse effect on the Company's
operating results. There can be no assurance that the Company's historical
growth rates or its operating margins can be sustained in the future.
Gross profit. Cost of sales includes the costs of manuals, diskettes and
duplication, packaging materials, assembly, paper goods, third-party software
royalties and shipping. Cost of sales for the three and six months ended June
30, 1996 includes the amortization of developed technology acquired as part of
the acquisition of Soft Systems Engineering, Inc. in August 1995. All internal
costs related to research and development of software products and enhancements
to existing products are expensed as incurred.
The Company's gross margin decreased to 93 percent for both the three and six
month periods ended June 30, 1996 from 95 percent for comparable periods of
1995. The decrease was primarily due to the increased volume of documentation
required as a result of the introduction of Wonderware InTouch version 5.6 in
January 1996. The higher documentation costs are expected to continue until late
1996, when the product documentation is converted to an electronic form. Gross
profit increased to $13.9 million for the three months ended June 30, 1996 from
$12.2 million for the comparable quarter of 1995, and increased to $28.8 million
for the six months ended June 30, 1996 from $23.4 million for comparable period
in 1995. The increases were primarily due to increased sales volume.
Research and development expenses. Research and development expenses consist
primarily of personnel and equipment costs required to conduct the Company's
development effort. Such expenses for the three months ended June 30, 1996
increased 106 percent to $4.4 million from $2.1 million for the same quarter of
1995 and increased as a percentage of total revenues to 29 percent from 17
percent. Research and development expenses for the six months ended June 30,
1996 increased 115 percent to $8.5 million from $3.9 million in the comparable
period of 1995 and increased as a percentage of total revenues to 28 percent
from 16 percent. For both periods, approximately half of the increase is related
to the operating expenses of entities acquired during the latter half of 1995.
The remaining increase is primarily attributable to the addition of development
personnel associated with the Company's core product line. The Company believes
that the introduction of new technologies and products to the industrial
automation market in a timely manner is crucial to its success and, as a
consequence, the Company has increased the absolute amount of its expenditures
on research and development. For the foreseeable future, the Company anticipates
that it will continue to increase spending in absolute dollars on research and
development for both the enhancement of current products and the addition of new
product capabilities.
Costs incurred in the research and development of new software products and
enhancements to existing software products are expensed as incurred until
technological feasibility has been established. After technological feasibility
is established, any additional costs would be capitalized in accordance with
Statement of Financial Accounting Standards No. 86, Accounting for the Costs of
Computer Software to Be Sold, Leased or Otherwise Marketed. Because the Company
believes that its current process for developing software is essentially
completed concurrently with the establishment of technological feasibility, no
internal software development costs were capitalized as of June 30, 1996.
Significant new products developed in the future may require the capitalization
of internal software development expenses.
Selling, general and administrative expenses. Selling, general and
administrative expenses consist primarily of administrative, sales and marketing
personnel costs; advertising and promotional expenses; and customer service and
technical support costs. Selling, general and administrative expenses increased
85 percent to $12.1 million for the three months ended June 30, 1996 from $6.5
million for the same quarter of 1995, and increased as a percentage of total
revenues to 81 percent from 51 percent. Selling, general and administrative
expenses for the six months ended June 30, 1996 increased 67 percent to $21.2
million from $12.7 million for the same period in 1995, and increased as a
percentage of sales to 69 percent from 52 percent. The increase in the dollar
amount of selling, general and administrative expenses was primarily due to
increased staffing in field sales and marketing required to further penetrate
current and new markets for the Company's products; increased staffing in
technical support to provide service to the Company's new product lines;
increased staffing and other costs in administrative functions to support the
overall growth of the Company; and operating costs associated with the
acquisitions that occurred in the second half of 1995. The Company expects that
such expenses will continue to increase in absolute dollars as it expands its
worldwide sales distribution and customer support network to penetrate new
markets for its manufacturing execution systems and batch process management
products, as well as to increase worldwide market penetration for its Wonderware
InTouch product line.
Net income or loss. Due to the increasing level of spending in the areas of
research and development, and in selling, general and administrative functions
as discussed above, the Company anticipates that net income as a percentage of
total revenues will continue to be lower than historical levels.
Fluctuations in those quarterly operating results. The Company has a limited
operating history and has experienced significant growth in recent periods.
However, such growth rates are not sustainable and are not indicative of future
operating results. The Company expects to experience significant fluctuations in
future quarterly operating results that may be caused by many factors,
including, among others: delays in introduction of products or product
enhancements by the Company, the Company's competitors or other providers of
hardware, software and components for the industrial automation market; costs
associated with product or technology acquisitions; the size and timing of
individual orders; software "bugs" or other product quality problems;
competition and pricing in the software industry; seasonality of revenues;
customer order deferrals in anticipation of new products; market acceptance of
new products; reductions in demand for existing products and shortening of
product life cycles as a result of new product introductions; changes in
distributors' ordering patterns; changes in operating expenses; changes in
Company strategy; personnel changes; foreign currency exchange rates; regulatory
requirements and political and economic instability in foreign markets; mix of
products sold; and general economic conditions. As a result, the Company
believes that period-to-period comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as indications of future
performance.
Liquidity and Capital Resources
The Company currently finances its operations (including capital expenditures)
primarily through cash flow from operations and its current cash and short-term
investment balances. For the six months ended June 30, 1996, operating
activities generated cash of $440,000 primarily related to net income,
depreciation expense, and increases in accounts payable, offset by decreases in
accrued liabilities and increases in income taxes receivable and inventories.
Capital expenditures totaled $6.5 million for the period.
As of June 30, 1996, the Company had cash, cash equivalents and short-term
investments totaling approximately $62.6 million.
The Company maintains an unsecured bank line of credit expiring in May 1997 that
provides for borrowings up to $5 million at the bank's prime rate. No borrowings
were outstanding under the line of credit at June 30, 1996. The line of credit
agreement contains a covenant that the Company must remain profitable on a
quarterly basis. The Company is in violation of this covenant. The Company is
attempting to renegotiate the terms of this agreement.
The Company's principal commitments as of June 30, 1996 consisted primarily of
leases on its headquarters facilities. There were no material commitments for
capital expenditures.
The Company believes that its current cash balances and cash flow from
operations will be sufficient to meet its working capital and capital
expenditure requirements for at least the next twelve months
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On July 9, 1996, the Company filed a complaint in the Superior Court of
California for the County of Orange against Constantin S. Delivanis and Vladimir
Preysman, formerly the Vice President and Vice President-Engineering,
respectively, of the Company's Cupertino Development Center. This complaint
alleges fraud, negligent misrepresentation, duress, securities fraud, breach of
the implied covenant of good faith and fair dealing, and breach of fiduciary
duty against Messrs. Delivanis and Preysman. The Cupertino Development Center
was established upon the Company's acquisition of EnaTec Software Systems, Inc.
(EnaTec), in which Messrs. Delivanis and Preysman owned a substantial majority
of the stock (see Note 12, Acquisitions, of Notes to Consolidated Financial
Statements included in the Company's 1995 Annual Report to Stockholders for a
description of the acquisition of EnaTec). The Company is seeking compensatory
and punitive damages with respect to its claims, as well as the costs incurred
in pursuing these claims. Mr. Delivanis and Mr. Preysman's employment with the
Company was recently terminated. Both of them have threatened to assert their
own claims against the Company.
Since the disclosure of the Company's Foxboro and RWT legal proceedings in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, the
only material change in those proceedings occurred in the RWT litigation. In
that case, on July 3, 1996, the United States District Court for the Northern
District of Illinois issued an order denying RWT's motion for a preliminary
injunction. For further information concerning this matter, see the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
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 Annual Meeting Of Shareholders of Wonderware Corporation (the
"Annual Meeting") was held on April 22, 1996 in Newport Beach,
California.
Proposal I - Election of Directors
Each of the candidates listed below were duly elected to the Board of
Directors at the Annual Meeting by the tally indicated.
Candidate Votes in Favor Votes Withheld
--------- -------------- --------------
F. Rigdon Currie 8,686,612 438,315
Harvard H. Hill, Jr. 8,686,712 438,215
Jay L. Kear 8,686,923 438,004
John E. Rehfeld 8,674,823 450,104
Roy H. Slavin 8,675,780 449,147
Proposal II - Approval of the 1994 Non-Employee Directors' Stock Option
Plan, as Amended
Votes in Favor Votes Against Votes Abstained Non-Votes
6,194,698 2,853,775 69,554 6,900
Proposal III - Ratification of Selection of Independent Auditors
Votes in Favor Votes Against Votes Abstained
9,098,245 8,285 18,397
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index
Exhibit 11 Statement Regarding Computation of Net Income Per
Share.
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1996.
<PAGE>
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.
WONDERWARE CORPORATION
---------------------------------------------------------------------
(Registrant)
Date: August 13, 1996 /s/ Roy H. Slavin
------------------------- ----------------------------------------------------
Roy H. Slavin
Chairman of the Board, President and Chief
Executive Officer (Principal executive officer)
Date: August 13, 1996 /s/ Sam M. Auriemma
- - -------------------------- ----------------------------------------------------
Sam M. Auriemma
Vice President, Finance and Chief Financial Officer
(Principal financial and accounting officer)
<TABLE>
WONDERWARE CORPORATION
EXHIBIT 11 - STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
Three months ended June 30, Six months ended June 30,
---------------------------- ----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding during period 13,631,639 12,361,865 13,532,876 12,277,585
Exercise of outstanding stock options (including "cheap
stock" options), less shares assumed repurchased -- 1,212,196 688,246 1,178,456
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average common and common equivalent shares 13,631,639 13,574,061 14,221,122 13,456,041
=========== =========== =========== ===========
Net income (loss) $(1,232,121) $ 2,837,586 $ 264,549 $ 5,404,857
============ =========== =========== ===========
Net income (loss) per share $ (0.09) $ 0.21 $ 0.02 $ 0.40
============ =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 12,478,114
<SECURITIES> 50,124,606
<RECEIVABLES> 10,255,541
<ALLOWANCES> 0
<INVENTORY> 1,047,884
<CURRENT-ASSETS> 77,218,133
<PP&E> 10,880,170
<DEPRECIATION> 0
<TOTAL-ASSETS> 92,540,898
<CURRENT-LIABILITIES> 8,170,832
<BONDS> 0
0
0
<COMMON> 13,653
<OTHER-SE> 84,356,413
<TOTAL-LIABILITY-AND-EQUITY> 92,540,898
<SALES> 30,790,820
<TOTAL-REVENUES> 30,790,820
<CGS> 2,029,340
<TOTAL-COSTS> 2,029,340
<OTHER-EXPENSES> 8,498,243
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 400,825
<INCOME-TAX> 136,276
<INCOME-CONTINUING> 264,549
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 264,549
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
