<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 0-22158
NETMANAGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0252226
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
10725 NORTH DE ANZA BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices, including zip code)
(408) 973-7171
(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 of registrant's common stock outstanding as of March 31, 1996:
41,962,672
- - --------------------------------------------------------------------------------
<PAGE> 2
NETMANAGE, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at March 31, 1996 and
December 31, 1995 3
Condensed Consolidated Statements of Operations for the three
months ended March 31, 1996 and March 31, 1995 4
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 and March 31, 1995 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 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
It is suggested that these condensed consolidated financial statements be read
in conjunction with the consolidated financial statements and the notes thereto
included in the Company's Report on Form 10-K for the year ended December 31,
1995, filed on March 29, 1996.
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<PAGE> 3
NETMANAGE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1996 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 35,464 $ 32,593
Short-term investments 17,170 25,156
Accounts receivable, net 19,766 20,397
Prepaid expenses and other current assets 6,851 6,990
--------- ---------
Total current assets 79,251 85,136
--------- ---------
PROPERTY AND EQUIPMENT, at cost:
Computer software and equipment 12,152 10,656
Furniture and fixtures 5,016 5,034
Leasehold improvements 1,369 1,355
--------- ---------
18,537 17,045
Less - Accumulated depreciation (6,037) (4,900)
--------- ---------
Net property and equipment 12,500 12,145
--------- ---------
LONG-TERM INVESTMENTS 63,042 51,545
GOODWILL AND OTHER INTANGIBLES, net 1,060 1,439
OTHER ASSETS 4,288 4,206
--------- ---------
$ 160,141 $ 154,471
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,828 $ 4,749
Accrued liabilities 2,694 3,680
Accrued payroll and payroll related expenses 5,568 4,003
Deferred revenue 8,415 10,877
Income taxes payable 2,635 429
--------- ---------
Total current liabilities 23,140 23,738
--------- ---------
LONG-TERM LIABILITIES 2,123 1,336
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock 418 417
Additional paid-in capital 83,710 83,520
Retained earnings 50,870 45,850
Cumulative translation adjustments (120) (390)
--------- ---------
Total stockholders' equity 134,878 129,397
--------- ---------
$ 160,141 $ 154,471
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
NETMANAGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 31,
1996 1995
--------- ---------
<S> <C> <C>
NET REVENUES:
License fees $ 29,369 $24,499
Services 3,653 2,437
-------- -------
Total net revenues 33,022 26,936
COST OF REVENUES 3,271 2,723
-------- -------
GROSS MARGIN 29,751 24,213
-------- -------
OPERATING EXPENSES:
Research and development 7,174 4,874
Sales and marketing 12,818 9,647
General and administrative 2,658 2,252
Amortization of goodwill 309 330
-------- -------
Total operating expenses 22,959 17,103
-------- -------
INCOME FROM OPERATIONS 6,792 7,110
INTEREST INCOME 1,038 989
EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATE (225) --
-------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES 7,605 8,099
PROVISION FOR INCOME TAXES 2,585 2,754
-------- -------
NET INCOME $ 5,020 $ 5,345
======== =======
NET INCOME PER SHARE $ 0.12 $ 0.12
======== =======
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS 43,141 42,803
======== =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
NETMANAGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
MARCH 31, MARCH 31,
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,020 $ 5,345
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,832 945
Compensation costs related to stock option grants -- 36
Provision for doubtful accounts and returns 211 1,222
Changes in assets and liabilities, net of business combinations:
Accounts receivable 420 (141)
Prepaid expenses and other assets 239 (363)
Accounts payable (921) 116
Accrued liabilities, payroll and payroll-related expenses 579 2,116
Deferred revenue (1,675) 2,005
Income taxes payable 2,206 2,917
-------- --------
Net cash provided by operating activities 7,911 14,198
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments (11,903) (16,324)
Proceeds from maturity of short-term investments 19,894 13,872
Purchases of long-term investments (15,816) (3,754)
Proceeds from maturity of long-term investments 4,005 2,229
Purchases of property and equipment (1,499) (2,567)
Investment in unconsolidated affiliate (182) --
-------- --------
Net cash used in investing activities (5,501) (6,544)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net 191 148
-------- --------
Net cash provided by financing activities 191 148
EFFECT OF EXCHANGE RATE CHANGES ON CASH 270 --
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,871 7,802
CASH AND CASH EQUIVALENTS, beginning of period 32,593 43,551
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 35,464 $ 51,353
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 6
NETMANAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM FINANCIAL DATA
The interim financial statements for the three months ended March 31, 1996
and 1995 for NetManage, Inc. (the "Company") have been prepared on the same
basis as the year end financial statements and, in the opinion of
management, include all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial information set
forth therein, in accordance with generally accepted accounting principles.
The Company believes the results of operations for the interim periods are
subject to fluctuation and may not be an indicator of future financial
performance.
2. CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany accounts and
transactions have been eliminated. The Company's 50 percent investment in
an unconsolidated affiliate, NetVision, Ltd. ("NetVision"), is accounted
for by the equity method.
3. ACQUISITIONS
In November 1995, the Company acquired all of the outstanding common and
preferred stock of AGE Logic, Inc. ("AGE") in exchange for approximately
833,000 shares of the Company's common stock. The Company also assumed
AGE's outstanding options and warrants, which were converted to options and
warrants to purchase approximately 167,000 shares of the Company's common
stock. The merger was accounted for as a pooling of interests and,
accordingly, the accompanying Condensed Consolidated Statements of
Operations and Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1995 have been restated to include the results
of AGE.
4. NET INCOME PER SHARE
Net income per share data has been computed using the weighted average
number of shares of common stock and common equivalent shares from stock
options outstanding (when dilutive using the treasury stock method). Fully
diluted net income per share is substantially the same as primary net
income per share.
5. COMMON STOCK
In April 1995, the Company effected a two-for-one stock split (in the form
of a dividend) of the Company's common stock. All share and per share
amounts in the accompanying condensed consolidated financial statements
have been adjusted retroactively to reflect the stock dividend.
6. ACCOUNTING FOR STOCK-BASED COMPENSATION
Effective January 1, 1996 the Company adopted the disclosure only
provisions of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation". The effect on the Company's
financial position and results of operations, upon adoption, was not
significant.
6
<PAGE> 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This discussion contains, in addition to historical information, forward-looking
statements regarding the composition of future revenues, possible future
acquisitions and increases in research and development and other categories of
spending. The Company's actual results could differ significantly from the
results discussed in the forward-looking statements due to various risks and
uncertainties. Factors that could cause or contribute to such differences
include, among others, those discussed below as well as those discussed in the
Company's Report on Form 10-K for the year ended December 31, 1995. The
following discussion should be read in conjunction with the consolidated
financial statements and notes thereto.
OVERVIEW
NetManage(R), Inc. (the "Company") develops, markets and supports an integrated
set of TCP/IP (Transmission Control Protocol/Internet Protocol) based Intranet
applications, Internet connectivity software, servers and development tools for
Microsoft Windows, Windows 95, Windows NT and Mac OS. The Company's software
allows corporations to facilitate communication, sharing of information and
collaboration between workgroups using Internet technology. The Company's
products include Chameleon(TM), Internet Chameleon and ECCO(R). The Company also
develops terminal and printer emulation software called Swift, which supports
SNA and the migration from SNA to TCP/IP-based networks. Its products are sold
worldwide by the Company's direct sales force and authorized channel partners.
Since the Company's inception, revenues from the Chameleon family of products
have represented substantially all of the Company's revenues, and the Company
expects that revenues from these products will continue to account for a
substantial portion of the Company's revenues for the foreseeable future.
In November 1995, the Company acquired all of the outstanding stock of
AGE Logic, Inc. ("AGE"). The transaction was accounted for as a pooling of
interests and, accordingly, the Company's consolidated financial statements for
the quarter ended March 31, 1995 have been restated to combine the results of
AGE and the Company. The Company also acquired all of the outstanding stock of
Syzygy Communications, Inc. ("Syzygy") in October 1995. This transaction was
also accounted for as a pooling of interests, however, the operations of Syzygy
were not material to the Company's consolidated results of operations and
financial position and, therefore, the historical financial statements have not
been restated to reflect the acquisition retroactively. Accordingly, the
operations of Syzygy from the date of acquisition forward have been recorded in
the Company's consolidated financial statements.
The Company regularly evaluates product and technology acquisition opportunities
and anticipates that it may make additional acquisitions in the future. Product
and technology acquisitions entail numerous risks, including difficulties in the
assimilation of acquired operations and products, diversion of management's
attention away from day-to-day matters and potential loss of key employees from
acquired companies. No assurance can be given as to the ability of the Company
to successfully integrate the operations and personnel acquired to date, and if
applicable, in the future, and the failure of the Company to do so could have a
material adverse effect on the Company's results of operations.
Although the Company has experienced significant growth in recent periods, such
growth rates will not be sustainable and should not be relied upon as indicative
of future operating results. The Company expects to experience significant
fluctuations in future operating results that may be caused by many factors,
including among others, demand for the Company's products; introduction or
enhancements of products by the Company or its competitors; technological
changes in computer networking; the size and timing of individual orders; market
acceptance of new products; seasonality of revenues; customer order deferrals in
anticipation of new products; mix of distribution channels through which the
Company's products are sold; mix of international and domestic revenues; quality
control of products; changes in the Company's operating expenses; personnel
changes; foreign currency exchange rates 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.
Because the Company generally ships software products within a short period
after receipt of an order, the Company does not have a material backlog of
unfilled orders, and revenues in any quarter are substantially
7
<PAGE> 8
dependent on orders booked in that quarter. The Company's expense levels are
based in part on its expectations as to future revenues and to a large extent
are fixed. Therefore, the Company may be unable to adjust spending in a timely
manner to compensate for any unexpected revenues shortfall. Accordingly, any
significant shortfall of demand in relation to the Company's expectations or any
material delay of customer orders would have an almost immediate adverse impact
on the Company's operating results and on the Company's ability to maintain
profitability. Fluctuations in operating results may also result in volatility
in the price of the Company's common stock.
The Company has recently experienced rapid growth in the number of employees and
the geographic area of its customer base and operations. These increases have
resulted in substantial demands on the Company's management resources. The
Company's future operating results will be dependent in part on its ability to
continue to implement and improve its operating and financial controls and to
expand, train and manage its management and employee base. There can be no
assurance that the Company will be able to manage such changes successfully.
RESULTS OF OPERATIONS
FIRST QUARTER 1996 COMPARED TO FIRST QUARTER 1995
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------
(Dollars in millions) March 31, Change
Quarter ended 1996 1995 $ %
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues:
License fees $ 29.4 $ 24.5 $ 4.9 19.9%
Services 3.6 2.4 1.2 49.9%
------ ------ -----
Total net revenues $ 33.0 $ 26.9 $ 6.1 22.6%
As a percentage of net revenues:
License fees 88.9% 91.0%
Services 11.1% 9.0%
----- ------
Total net revenues 100.0% 100.0%
Gross margin $ 29.8 $ 24.2 $ 5.6 22.9%
As a percentage of net revenues 90.1% 89.9%
Research and development $ 7.2 $ 4.9 $ 2.3 47.2%
As a percentage of net revenues 21.7% 18.1%
Sales and marketing $ 12.8 $ 9.6 $ 3.2 32.9%
As a percentage of net revenues 38.8% 35.8%
General and administrative $ 2.7 $ 2.3 $ 0.4 18.0%
As a percentage of net revenues 8.0% 8.4%
Amortization of goodwill $ 0.3 $ 0.3 $ 0.0 (6.4%)
As a percentage of net revenues 0.9% 1.2%
Interest income $ 1.0 $ 1.0 $ 0.0 5.0%
As a percentage of net revenues 3.1% 3.7%
Equity in losses of
unconsolidated affiliate ($ 0.2) $ - $ 0.2 100.0%
As a percentage of net revenues 0.7% -
Provision for income taxes $ 2.6 $ 2.8 ($ 0.2) (6.1%)
Effective tax rate 34.0% 34.0%
- - ------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 9
Net revenues
Substantially all of the Company's net revenues have been derived from software
license fees and, to a lesser extent, service revenues which have been primarily
attributable to maintenance agreements associated with such licenses.
The increase in license fees, in absolute dollars, was primarily attributable to
increasing market acceptance of the Company's Chameleon family of products. As a
percentage of total net revenues, license fee revenues slightly declined while
service revenues increased, reflecting the Company's focus on marketing its
customer support services domestically and internationally.
During 1995, the Company expanded its worldwide operations with new sales
offices both internationally, in Europe and Japan, and domestically. As a
result, international revenues in absolute dollars, including export sales,
increased by approximately 20 percent between the first quarter of 1995 and the
first quarter of 1996. A shift in international marketing efforts towards
indirect channels, including increasing the number of international distributors
and resellers, also contributed to the increase between quarters. Finally, the
introduction of an increased number of localized versions of the Company's
products also contributed to the increased acceptance of the Company's products
in the international marketplace.
During that same period of time, the Company also focused its domestic marketing
efforts on indirect sales channels. As part of its strategy to develop multiple
distribution channels, the Company expects to increasingly utilize resellers,
particularly value added resellers, system integrators and retailers, in
addition to distributors and original equipment manufacturers. The Company
expects that indirect sales will grow as a percentage of both domestic and total
revenues and that any material increase in the Company's indirect sales as a
percentage of revenues will adversely affect the Company's average selling
prices and gross margins due to the lower unit costs that are typically charged
when selling through indirect channels. There can be no assurance that the
Company will be able to attract resellers and distributors who will be able to
market the Company's products effectively and will be qualified to provide
timely and cost-effective customer support and service. The Company ships
products to resellers and distributors on a purchase-order basis, and many of
the Company's resellers and distributors carry competing product lines.
Therefore, there can be no assurance that any reseller or distributor will
continue to represent the Company's products, and the inability to recruit or
retain important resellers or distributors could adversely affect the Company's
results of operations.
The market for the Company's products is characterized by significant price
competition and the Company anticipates that it will face increasing pricing
pressures from its current competitors in the future. Moreover, given that there
are low barriers to entry into the software market and that the market is
rapidly evolving and subject to rapid technological change, the Company believes
that competition will persist and intensify in the future. Accordingly, the
Company expects that competitive pressures may require the Company to reduce its
prices, which would require the Company to increase unit sales in order to
maintain revenues at current levels. There can be no assurance that the Company
will be successful in doing so.
Software license fees are generally recognized as revenue upon shipment if there
are no, or insignificant, post-delivery obligations, and allowances for returns
and doubtful accounts are provided based on historical rates of returns and
write-offs, which have not been material to date. Certain of the Company's sales
to distributors are under agreements providing rights of return and price
protection on unsold merchandise. Accordingly, the Company defers recognition of
such sales until the merchandise is sold by the distributor.
The Company provides ongoing maintenance and support to its customers, generally
under annual service agreements. Maintenance and support is comprised of
software updates for existing products and telephone support. Service revenues
are recognized on a pro-rata basis over the term of such agreements. The
increase in service revenues primarily reflects increasing efforts to market
such services, particularly in the domestic market. The Company expects that
service revenues will continue to increase as a percentage of total net
revenues. Periodically the Company has provided training and consulting services
to selected customers. Such revenue is recognized as the related services are
performed and has not been material to date. The Company does not expect that
revenues generated from such services will become materially significant in the
future.
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Gross margin
Cost of revenues primarily includes royalties paid to third parties for licensed
software incorporated into the Company's products as well as costs associated
with product packaging, documentation and software duplication. Cost of service
revenues through March 31, 1996 has not been material and is not reported
separately. Gross margin as a percentage of net revenues was relatively constant
between the first quarters of 1996 and 1995. Gross margin in absolute dollars
increased as a result of the increased revenue base.
Gross margin as a percentage of net revenues may fluctuate in the future due to
increased price competition, the mix of distribution channels used by the
Company, the mix of products sold, the mix of license fee revenue versus service
revenues, and the mix of international versus domestic revenues. The Company
typically realizes higher gross margins on direct sales than on sales through
indirect channels and higher gross margins on license fee revenues than on
service revenues.
Research and development
Research and development ("R&D") expenses consist primarily of salaries and
benefits, occupancy and travel expenses, as well as fees paid to outside
consultants. The increase, both in absolute dollars and as a percentage of net
revenues, primarily reflects the hiring of additional product development
engineers in the United States and Israel during 1995 and continuing into the
first quarter of 1996. The Company believes that a significant investment in R&D
is required to remain competitive in the software industry. The Company expects
that R&D expenses as a percentage of net revenues will fluctuate depending on
future revenue growth, acquisitions and licensing of technology, and expects
that R&D expenses will increase in absolute dollars in the future.
Software development costs are accounted for in accordance with Statement of
Financial Accounting Standards No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed," under which the Company is
required to capitalize software development costs after technological
feasibility is established, which the Company defines as a working model and
further defines as a beta version of the software. The period of time commencing
when a product achieves beta status and ending when a product is offered for
sale is typically very short. Accordingly, software development costs incurred
to date that are eligible for capitalization have not been significant and,
therefore, the Company has charged all software development costs to research
and development expense.
Sales and marketing
Sales and marketing ("S&M") expenses consist primarily of salaries and
commissions of sales and marketing personnel, advertising and promotion expenses
and customer service and support costs. The increase in S&M expenses during the
first quarter of 1996 compared to the first quarter of 1995, both in absolute
dollars and as a percentage of net revenues, reflects increased salaries and
commissions due to increased staffing and to sales commissions on higher
revenues, the growth of internal telesales and customer service and support
functions, the opening of foreign sales offices in Europe and Japan, as well as
domestic sales offices during 1995, and increased marketing activities,
including trade show participation, advertising and promotions. The Company
believes that S&M expenses will continue to increase in absolute dollars as the
Company continues to expand its sales and support staff worldwide, including the
opening of one or more additional international offices and the expansion of the
Company's existing domestic and international sales offices, and continues to
place increased focus on the marketing of its products through indirect sales
channels. These activities may result in an increase in S&M expenses as a
percentage of net revenues in the future.
General and administrative
General and administrative ("G&A") expenses increased in absolute dollars
primarily as a result of increased staffing and associated expenses necessary to
support the Company's growth. G&A expenses declined as a percentage of net
revenues primarily due to the increased revenue base. The Company believes that
G&A expenses will continue to increase in absolute dollars as the Company
continues to expand its staffing to support the Company's growth, which may
result in an increase in G&A expenses as a percentage of net revenues in the
future.
10
<PAGE> 11
Interest income
Interest income is relatively unchanged in absolute dollars and declined as a
percentage of net revenues primarily as a result of the increased revenue base.
Equity in losses of unconsolidated affiliate
In July 1995, NetManage, Ltd., one of the Company's wholly-owned subsidiaries,
agreed to an investment in one of its wholly-owned subsidiaries, NetVision, Ltd.
("NetVision") by Elron Electronics Industries, Ltd. ("Elron"). The Company
retains an ownership in NetVision of 50 percent. Prior to the investment by
Elron, the accounts of NetVision were included in the Company's consolidated
financial statements. Subsequent to the investment, the Company did not have a
majority voting interest in NetVision. Accordingly, NetVision's accounts are no
longer consolidated and the Company's remaining investment in NetVision is
accounted for by the equity method.
Provision for income taxes
The Company's effective tax rate was unchanged for the first quarter of 1996
compared to the same quarter of 1995.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------
As of March 31,
(In millions) 1996 1995
- - -----------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 35.5 $ 32.6
Short-term investments 17.2 25.2
Long-term investments 63.0 51.5
Net cash provided by operating activities 7.9 14.2
Net cash used in investing activities 5.5 6.5
Net cash provided by financing activities 0.2 0.1
- - -----------------------------------------------------------------------------
</TABLE>
Since the Company's inception, growth has been financed primarily through cash
provided by operations and sales of capital stock. The Company's primary
financing activities to date consist of its initial and secondary stock
offerings and preferred stock issuances, and have aggregated net proceeds to the
Company of approximately $72.5 million. The Company does not have a bank line of
credit or an equipment lease facility.
The Company's cash and cash equivalents, short-term investments and long-term
investments increased from $109.3 million at December 31, 1995 to $115.7 million
at March 31, 1996. This increase was due primarily to cash generated from
operating activities.
The Company's principal investing activities to date have been the purchase of
short-term and long-term investments, purchases of property and equipment and
cash payments for acquisitions. Net of proceeds from maturities, the Company
invested $3.8 million in short-term and long-term investments during the first
quarter of 1996. Expenditures for purchases of property and equipment were $1.5
million during the first quarter of 1996 and were primarily purchases of
computer and office equipment to support the Company's growth. Although the
Company does not have any specific commitments with regard to future capital
expenditures, it is anticipated that such spending will continue to increase.
The Company's principal commitment as of March 31, 1996 consists of leases on
its facilities.
Net cash provided by financing activities during the first quarter of 1996
reflects proceeds from the issuance of common stock under the Company's stock
option plan.
At March 31, 1996, the Company had working capital of $56.1 million. The Company
believes that its current cash balances and cash flows from current operations
will be sufficient to meet the Company's working capital and capital expenditure
requirements for the foreseeable future.
11
<PAGE> 12
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Not applicable
b. No reports on Form 8-K have been filed during the quarter for
which this report relates.
12
<PAGE> 13
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.
NETMANAGE, INC.
(REGISTRANT)
DATE: MAY 13, 1996 BY: /S/ Walter D. Amaral
-------------------- --------------------
WALTER D. AMARAL
SENIOR VICE PRESIDENT FINANCE AND
CHIEF FINANCIAL OFFICER
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 35,464
<SECURITIES> 17,170
<RECEIVABLES> 22,345
<ALLOWANCES> 2,579
<INVENTORY> 0
<CURRENT-ASSETS> 79,251
<PP&E> 18,537
<DEPRECIATION> 6,037
<TOTAL-ASSETS> 160,141
<CURRENT-LIABILITIES> 23,140
<BONDS> 0
0
0
<COMMON> 418
<OTHER-SE> 134,460
<TOTAL-LIABILITY-AND-EQUITY> 160,141
<SALES> 33,022
<TOTAL-REVENUES> 33,022
<CGS> 3,271
<TOTAL-COSTS> 3,271
<OTHER-EXPENSES> 7,483
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,605
<INCOME-TAX> 2,585
<INCOME-CONTINUING> 5,020
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,020
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
</TABLE>
