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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 1999
NETMANAGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22158 77-0252226
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10725 NORTH DE ANZA BOULEVARD, CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408)973-7171
N/A
(Former name or former address, if changed since last report)
<PAGE> 2
The Registrant hereby amends Parts (a) and (b) of Item 7, Financial Statements
and Exhibits, of its report on Form 8-K filed on January 12, 2000, to read in
full as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The consolidated financial statements of Wall Data for the
fiscal years ended April 30, 1999 and 1998 and the years ended
December 31, 1997 and 1996 contained in Wall Data's Form 10-K
filed July 29, 1999, are incorporated herein by this
reference. The unaudited consolidated balance sheet for Wall
Data as of October 31, 1999 and the related consolidated
statements of operations for the six-month period ended
October 31, 1999 contained in Wall Data's Form 10-Q filed
December 14, 1999, are incorporated herein by this reference.
(b) Pro forma financial information
The unaudited pro forma condensed combined balance sheet of
the Company and Wall Data as of September 30, 1999 and the
related statements of operations for the nine-month period
ended September 30, 1999 and the twelve-month period ended
December 31, 1998 are attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
<PAGE> 3
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 hereunto duly authorized.
NETMANAGE, INC.
/s/ ZVI ALON
--------------------------------------
Zvi Alon, President and
Chief Executive Officer
Date: February 14, 2000
<PAGE> 4
EXHIBIT INDEX
99.1 Pro Forma Financial Statements of the Company.
<PAGE> 1
EXHIBIT 99.1
On December 29, 1999, NetManage, Inc. (the "Company") acquired all of the assets
of Wall Data, Inc. ("Wall Data") for cash of approximately $94 million. The
transaction was accounted for as a purchase. The accompanying unaudited pro
forma condensed combined financial statements give effect to the acquisition and
should be read in conjunction with the historical financial statements and
related notes thereto for both the Company and Wall Data, incorporated by
reference or included elsewhere herein.
The unaudited pro forma condensed combined balance sheet has been prepared as if
the acquisition was consummated on September 30, 1999, and combines the
Company's balance sheet as of September 30, 1999, with Wall Data's balance sheet
as of October 31, 1999. The unaudited pro forma condensed combined statement of
operations for the year ended December 31, 1998, has been prepared as if the
acquisition was consummated as of the beginning of the fiscal year and combines
the Company's statement of operations for the year ended December 31, 1998 with
Wall Data's statement of operations for the twelve months ended January 31,
1999. The unaudited pro forma condensed combined statement of operations for the
nine months ended September 30, 1999, combines the Company's statement of
operations for the nine months ended September 30, 1999 with Wall Data's
statement of operations for the nine months ended October 31, 1999.
This method of combining historical financial statements for the preparation of
the pro forma condensed combined financial statements is for presentation
purposes only. Actual statements of operations of the companies will be combined
from the closing date of the acquisition with no retroactive restatements.
Additionally, the unaudited pro forma condensed combined financial statements
are provided for illustrative purposes only and are not necessarily indicative
of the combined financial position or combined results of operations that would
have been reported had the acquisition occurred on the dates indicated, nor do
they represent a forecast of the combined financial position or results of
operations for any future period.
<PAGE> 2
NETMANAGE, INC. AND WALL DATA, INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
as of September 30, 1999
(In thousands)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
NETMANAGE, INC. WALL DATA, INC. ADJUSTMENTS COMBINED
--------------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 44,361 $ 12,413 $ (94,048) (a) $ (37,274)
Short-term investments 39,568 39,729 79,297
Accounts receivable, net 11,099 12,382 23,481
Prepaid expenses and other current assets 13,686 2,324 16,010
--------- --------- ---------
Total current assets 108,714 66,848 81,514
--------- --------- ---------
Fixed Assets, net 4,062 7,060 11,122
Long-term investments 45,602 285 45,887
Goodwill and other intangibles, net 17,707 12,158 40,272 (a) 70,137
Other assets 1,965 1,421 3,386
--------- --------- ---------
$ 178,050 $ 87,772 $ 212,046
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,728 $ 7,095 $ 10,823
Accrued liabilities 8,339 13,211 9,456 (a) 31,006
Accrued payroll and payroll-related expenses 3,442 - 3,442
Deferred revenue 9,613 12,589 22,202
Income taxes payable 6,238 1,421 7,659
--------- --------- ---------
Total current liabilities 31,360 34,316 75,132
--------- --------- ---------
LONG-TERM LIABILITIES 1,232 2,624 3,856
--------- --------- ---------
STOCKHOLDERS' EQUITY:
Common stock 697 62,372 (62,372) (a) 697
Treasury stock, at cost (15,559) - (15,559)
Additional paid-in capital 168,740 - 168,740
Accumulated deficit (5,423) (11,712) (688) (a) (17,823)
Accumulated comprehensive loss (2,997) 172 (172) (a) (2,997)
--------- --------- ---------
Total stockholders' equity 145,458 50,832 133,058
--------- --------- ---------
$ 178,050 $ 87,772 $ 212,046
========= ========= =========
</TABLE>
See accompanying notes to unaudited pro forma condensed
combined financial statements.
<PAGE> 3
NETMANAGE, INC. AND WALL DATA, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
Nine months ended September 30, 1999
(In thousands, except per share data)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
NETMANAGE, INC. WALL DATA, INC. ADJUSTMENTS COMBINED
--------------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
NET REVENUES:
License fees $ 38,570 $ 33,757 $ 72,327
Services 14,783 22,118 36,901
--------- --------- ---------
Total net revenues 53,353 55,875 109,228
COST OF REVENUES 2,777 13,654 16,431
--------- --------- ---------
GROSS MARGIN 50,576 42,221 92,797
--------- --------- ---------
OPERATING EXPENSES
Research and development 12,843 20,788 33,631
Sales and marketing 30,375 44,081 74,456
General and administrative 7,920 9,171 17,091
Legal settlements 2,063 - 2,063
Restructuring charges 18,369 18,369
Amortization of goodwill 3,264 1,466 7,865 (b) 12,595
--------- --------- ---------
Total operating expenses 56,465 93,875 158,205
--------- --------- ---------
LOSS FROM OPERATIONS (5,889) (51,654) (65,408)
INTEREST INCOME AND OTHER, NET 4,519 4,657 9,176
--------- --------- ---------
LOSS BEFORE PROVISION FOR INCOME TAXES (1,370) (46,997) (56,232)
PROVISION (BENEFIT) FOR INCOME TAXES 81 3,374 3,455
--------- --------- ---------
NET LOSS $ (1,451) $ (50,371) $ (59,687)
========= ========= =========
NET LOSS PER SHARE $ (0.02) $ (0.92)
========= =========
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS
BASIC 65,072 65,072
========= =========
DILUTED 65,072 65,072
========= =========
</TABLE>
See accompanying notes to unaudited pro forma condensed
combined financial statements.
<PAGE> 4
NETMANAGE, INC. AND WALL DATA, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
Year ended December 31, 1998
(In thousands, except per share data)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
NETMANAGE, INC. WALL DATA, INC. ADJUSTMENTS COMBINED
--------------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
NET REVENUES:
License fees $ 55,114 $ 123,349 $ 178,463
Services 16,613 29,463 46,076
--------- --------- ---------
Total net revenues 71,727 152,812 224,539
COST OF REVENUES 3,416 32,183 35,599
--------- --------- ---------
GROSS MARGIN 68,311 120,629 188,940
--------- --------- ---------
OPERATING EXPENSES
Research and development 18,882 20,022 38,904
Sales and marketing 39,453 76,567 116,020
General and administrative 12,445 14,599 27,044
Write-off of in-process
research and development 9,500 - 9,500
Amortization of goodwill 2,817 1,982 10,486(b) 15,285
Restructuring charge 7,031 2,405 9,436
--------- --------- ---------
Total operating expenses 90,128 115,575 216,189
--------- --------- ---------
INCOME (LOSS) FROM OPERATIONS (21,817) 5,054 (27,249)
INTEREST INCOME AND OTHER, NET 3,474 2,895 6,369
EQUITY IN INCOME OF UNCONSOLIDATED AFFILIATE 1,027 - 1,027
GAIN ON SALE OF INVESTMENT
IN UNCONSOLIDATED AFFILIATE 11,748 - 11,748
--------- --------- ---------
LOSS BEFORE PROVISION FOR INCOME TAXES (5,568) 7,949 (8,105)
PROVISION (BENEFIT) FOR INCOME TAXES 4,400 1,924 6,324
--------- --------- ---------
NET INCOME (LOSS) $ (9,968) $ 6,025 $(14,429)
========= ========= =========
NET LOSS PER SHARE $ (0.19) $ (0.27)
========= =========
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS
BASIC 53,205 53,205
========= =========
DILUTED 53,205 53,205
========= =========
</TABLE>
See accompanying notes to unaudited pro forma condensed
combined financial statements.
<PAGE> 5
NETMANAGE, INC AND WALL DATA, INC.
Notes to Unaudited Pro Forma Condensed Combined Balance Sheet and
Statements of Operations
(Unaudited)
Note 1. Basis of Presentation
The unaudited pro forma condensed combined financial statements
included herein have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and certain footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. However,
the Company believes that the disclosures are adequate to make the information
presented not misleading.
Note 2. Pro Forma Adjustments
Certain pro forma adjustments have been made to the accompanying pro
forma condensed combined balance sheet and statements of operations as described
below.
(a) Reflects the elimination of Wall Data's stockholders' equity
based on the cash payment of $94,048,190 to the Wall Data
stockholders, estimated expenses of the merger of $9,456,000
and an adjustment to retained earnings of $12,400,000 related
to the write-off of acquired in-process research and
development that had not reached technological feasibility
and, in management's opinion, had no probable alternative
future use.
(b) Reflects amortization of goodwill and other intangibles
related to the acquisition of Wall Data, based on an estimated
useful life of five years.
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