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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 SEPTEMBER 30, 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: 0-28346
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OPENVISION TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3161663
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
</TABLE>
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7133 KOLL CENTER PARKWAY
PLEASANTON, CALIFORNIA 94566
(510) 426-6400
(Address, including zip code, of Registrant's principal executive offices and
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 [ ]
The number of shares outstanding of the Registrant's Common Stock on
October 31, 1996 was 18,667,010 shares.
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The Exhibit Index is located on page 20. This is page 1 of 21 pages.
<PAGE> 2
OPENVISION TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I CONDENSED FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Consolidated Balance Sheets as of
September 30, 1996 and June 30, 1996........................................ 3
Condensed Consolidated Statements of Operations for the
Three Months Ended September 30, 1996 and 1995.............................. 4
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended September 30, 1996 and 1995.............................. 5
Notes to Condensed Consolidated Financial Statements.......................... 6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition....................................................... 7
PART II OTHER INFORMATION
Item 5. Other Information......................................................... 16
Item 6. Exhibits and Reports on Form 8-K.......................................... 17
SIGNATURE.......................................................................... 19
</TABLE>
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OPENVISION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1996 1996
------------- ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................... $ 6,787 $ 16,888
Short-term investments............................................ 22,772 13,667
Accounts receivable, less allowance for doubtful accounts of $497
at September 30, 1996, and $484 at June 30, 1996............... 7,822 9,446
Other current assets.............................................. 1,017 576
-------- --------
Total current assets................................................ 38,398 40,577
Property and equipment, net......................................... 2,707 2,590
Note receivable from officer........................................ 472 418
Other assets........................................................ 365 363
-------- --------
Total assets........................................................ $ 41,942 $ 43,948
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................. $ 784 $ 1,612
Accrued compensation and related expenses......................... 1,828 1,592
Accrued interest.................................................. 133 119
Other accrued liabilities......................................... 1,696 2,606
Deferred revenue.................................................. 5,598 6,262
Current portion of notes payable.................................. 149 149
-------- --------
Total current liabilities........................................... 10,188 12,340
Notes payable, less current portion................................. 463 463
Stockholders' equity
Common stock...................................................... 19 19
Additional paid-in capital........................................ 109,587 109,584
Accumulated deficit............................................... (77,657) (77,773)
Notes receivable from stockholders................................ (287) (302)
Deferred compensation............................................. (105) (113)
Foreign currency translation adjustment........................... (266) (270)
-------- --------
Total stockholders' equity.......................................... 31,291 31,145
-------- --------
Total liabilities and stockholders' equity.......................... $ 41,942 $ 43,948
======== ========
</TABLE>
See accompanying notes.
3
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OPENVISION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
------------------
1996 1995
------ -------
<S> <C> <C>
Net revenue:
License................................................................. $5,669 $ 3,395
Service................................................................. 2,539 1,745
------ -------
Total net revenue.................................................... 8,208 5,140
Cost of revenue:
License................................................................. 534 248
Service................................................................. 576 560
------ -------
Total cost of revenue................................................ 1,110 808
------ -------
Gross profit.............................................................. 7,098 4,332
Operating expenses:
Selling and marketing................................................... 4,360 3,379
Research and development................................................ 2,149 1,444
General and administrative.............................................. 899 1,212
------ -------
Total operating expenses............................................. 7,408 6,035
------ -------
Loss from operations...................................................... (310) (1,703)
Other income (expense), net............................................... 426 (108)
------ -------
Net income (loss)......................................................... $ 116 $(1,811)
------ -------
Pro forma net income (loss) per share..................................... $ 0.01 $ (0.11)
------ -------
Pro forma shares used in per share calculations........................... 19,543 15,773
====== =======
</TABLE>
See accompanying notes.
4
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OPENVISION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------
1996 1995
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss)....................................................... $ 116 $(1,811)
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation and amortization......................................... 460 457
Changes in operating assets and liabilities:
Accounts receivable................................................... 1,681 (51)
Other assets.......................................................... (440) (5)
Deferred revenue...................................................... (675) (856)
Accounts payable...................................................... (832) (116)
Accrued compensation and related expenses............................. 228 (227)
Other accrued liabilities............................................. (907) (148)
-------- -------
Net cash used in operating activities................................... (369) (2,757)
INVESTING ACTIVITIES
Additions to equipment and improvements................................. (569) (78)
Note receivable from officer............................................ (54) (68)
Purchase of short-term investments...................................... (9,105) --
-------- -------
Net cash used in investing activities................................... (9,728) (146)
FINANCING ACTIVITIES
Borrowings under bank line of credit, net............................... -- 1,264
Proceeds from issuance of common stock.................................. 3 25
Payments of notes payable............................................... -- (2)
Payments on notes receivable from stockholders.......................... 15 --
-------- -------
Net cash provided by financing activities............................... 18 1,287
Effect of exchange rates on cash and equivalents........................ (22) 12
-------- -------
Net decrease in cash and cash equivalents............................... (10,101) (1,604)
Cash and cash equivalents at beginning of period........................ 16,888 4,083
-------- -------
Cash and cash equivalents at end of period.............................. $ 6,787 $ 2,479
-------- -------
Supplemental Disclosure:
Cash paid for interest.................................................. $ -- $ 30
</TABLE>
See accompanying notes.
5
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OPENVISION TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim condensed consolidated financial
statements reflect all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the financial position, results of
operations and cash flows of OpenVision Technologies, Inc. ("OpenVision" or "the
Company"). The results for the interim periods presented are not necessarily
indicative of the results that may be expected for any future period. The notes
to the consolidated financial statements contained in the 1996 Report on Form
10-K should be read in conjunction with these condensed consolidated financial
statements. The balance sheet at June 30, 1996 was derived from audited
financial statements, however; it does not include all disclosures required by
generally accepted accounting principles.
NOTE 2. PER SHARE DATA
Except as noted below, net income (loss) per share is computed using the
weighted average number of shares of common stock outstanding. Common equivalent
shares from convertible preferred stock (using the as-if converted method) and
from stock options and warrants (using the treasury stock method) have been
excluded from computations when antidilutive, except that pursuant to the
Securities and Exchange Commission Staff Accounting Bulletins, common and common
equivalent shares issued by the Company at prices below the initial public
offering price during the twelve-month period prior to the initial public
offering have been included in the calculation as if they were outstanding for
all periods presented through March, 31, 1996 (using the treasury stock method).
Per share information calculated on this basis is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------
1996 1995
------- ------
<S> <C> <C>
Net income (loss) per share..................................... $ 0.01 $(0.24)
Shares used in computing net income (loss) per share (in
thousands).................................................... 19,543 7,468
</TABLE>
The pro forma calculation of net loss per share presented in the condensed
consolidated statements of operations is computed as described above and also
gives retroactive effect to the assumed conversion of all outstanding shares of
convertible preferred stock into common stock upon the closing of the Company's
initial public offering using the as-if converted method.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION AND
FINANCIAL CONDITION
The discussion in this report on Form 10-Q contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, those discussed in "Factors That May Affect Future Results"
contained herein and in the Company's other filings with the Securities and
Exchange Commission, including but not limited to those discussed under the
heading "Factors That May Affect Future Results", "Market for Registrant's
Common Equity and Related Stockholder Matters", and "Other Financial
Considerations" in the Company's 1996 Report on Form 10-K.
RESULTS OF OPERATIONS
Overview
OpenVision designs, develops, markets and supports systems management
software for client/server computing environments. OpenVision's AXXiON
(pronounced "action") products address three essential areas of systems
management -- storage, operations and security. The Company's highly scalable
products can be used independently and certain products can be combined to
provide interoperable client/server systems management solutions. AXXiON
products offer centralized administration with a high degree of automation,
enabling customers to manage complex, distributed environments costeffectively
by increasing system administrator productivity and system availability. The
Company also provides a comprehensive range of services to assist customers in
planning and implementing systems management solutions. The Company markets the
AXXiON products and associated services through a combination of direct sales
and indirect channels (resellers, VARs, hardware distributors, application
software vendors and systems integrators).
7
<PAGE> 8
Results of Operations
The following table sets forth, for the periods indicated, the percentage
of total revenue represented by certain line items from the Company's condensed
consolidated statement of operations for the three months ended September 30,
1996 and 1995, respectively, and the percentage change from the comparative
period:
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL REVENUE
THREE MONTHS PERIOD-TO-PERIOD
ENDED SEPTEMBER PERCENTAGE CHANGE
30, THREE MONTHS ENDED
--------------- SEPTEMBER 30,
1996 1995 1996 COMPARED TO 1995
---- ---- ---------------------
<S> <C> <C> <C>
Net revenue:
License....................................... 69% 66% 67%
Service....................................... 31 34 46
--- ---
Total net revenue.......................... 100 100 60
Cost of revenue:
License....................................... 7 5 115
Service....................................... 7 11 3
--- ---
Total cost of revenue...................... 14 16 37
--- ---
Gross profit.................................... 86 84 64
Operating expenses:
Selling and marketing......................... 53 66 29
Research and development...................... 26 28 49
General and administrative.................... 11 23 (26)
--- ---
Total operating expenses................... 90 117 23
--- ---
Loss from operations............................ (4) (33)
--- ---
Other income (expense), net..................... 5 (2)
--- ---
Net income (loss)............................... 1% (35)%
--- ---
Gross margin:
License....................................... 91% 93%
Service....................................... 77% 68%
</TABLE>
Net Revenue
Total net revenue increased 60% from $5.1 million for the three months
ended September 30, 1995, to $8.2 million for the three months ended September
30, 1996. The Company believes that the percentage increases in total revenue
achieved in prior periods are not indicative of future results. The Company's
revenue is comprised of license revenue and service revenue. Growth in license
revenue has been driven primarily by increasing market acceptance of the
Company's products and introduction of new products. Service revenue is derived
primarily from contracts for software maintenance and technical support and, to
a lesser extent, consulting and training services. The growth in service revenue
has been driven primarily by increased sales of service and support contracts on
new license sales and, to a lesser extent, by increasing renewals of these
contracts as the Company's installed base of licenses has increased. License
revenue for the three months ended September 30, 1996 increased to 69% of total
net revenue from 66% for the three months ended September 30, 1995.
License Revenue. License revenue increased 67% from $3.4 million for the
three months ended September 30, 1995 to $5.7 million for the three months ended
September 30, 1996. The increase in overall license revenue is primarily due to
increased market acceptance of the Company's products and introduction of new
products. In particular, the Company's license revenue from storage products
increased by approximately 230%, accounting for 34% and 68% of license revenue
in the three months ended September 30, 1995 and 1996, respectively. The
Company's AXXiON-HA product license revenue increased by approximately
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60% from $0.8 million for the three months ended September 30, 1995 to $1.2
million for the three months ended September 30, 1996.
Service Revenue. Service revenue increased 46% from $1.7 million for the
three months ended September 30, 1995 to $2.5 million for the three months ended
September 30, 1996, primarily due to increased sales of service and support
contracts on new licenses, renewal of service and support contracts on existing
licenses and, to a lesser extent, an increase in consulting services revenue.
The Company's international sales are generated primarily through its
international sales subsidiaries. International revenue outside the United
States and Canada, most of which is collectible in foreign currencies, accounted
for 35% of total net revenue in the three months ended September 30, 1996 and
1995. Since much of the Company's international operating expenses are also
incurred in local currencies, the relative impact of exchange rates on net
income or loss is less than on revenues. Although the Company's operating and
pricing strategies take into account changes in exchange rates over time, the
Company's operating results may be significantly affected in the short term by
fluctuations in foreign currency exchange rates. The Company believes that its
success depends upon continued expansion of its international operations. The
Company currently has sales and service offices in the United States, Canada,
England, Germany and France. The Company also has resellers located in North
America, Europe, Asia Pacific, South America and the Middle East. International
expansion may require that the Company establish additional foreign offices,
hire additional personnel and recruit additional international resellers. This
may require significant management attention and financial resources and could
adversely affect the Company's operating margins. To the extent the Company is
unable to effect these additions efficiently and in a timely manner, its growth,
if any, in international sales will be limited, and the Company's business,
operating results and financial condition could be materially and adversely
affected. There can be no assurance that the Company will be able to maintain or
increase international market demand for its products.
The Company's international business involves a number of risks, including
lack of acceptance of localized products, cultural differences in the conduct of
business, longer accounts receivable payment cycles, greater difficulty in
accounts receivable collection, seasonality due to the slow-down in European
business activity during the Company's first fiscal quarter, unexpected changes
in regulatory requirements and royalty and withholding taxes that restrict the
repatriation of earnings, tariffs and other trade barriers, and the burden of
complying with a wide variety of foreign laws. The Company's international sales
are generated primarily through its international sales subsidiaries and are
currently denominated in local currency, creating a risk of foreign currency
translation gains and losses. To the extent profit is generated or losses are
incurred in foreign countries, the Company's effective income tax rate may be
materially and adversely affected. In some markets, localization of the
Company's products is essential to achieve market penetration. The Company may
incur substantial costs and experience delays in localizing its products, and
there can be no assurance that any localized product will ever generate
significant revenue.
Cost of Revenue
Cost of license revenue consists primarily of media, manuals, distribution
costs, amortization of purchased software and royalties. Cost of service revenue
consists primarily of personnel-related costs in providing maintenance,
technical support, consulting and training to customers. Gross margin on license
revenue is substantially higher than gross margin on service revenue, reflecting
the low materials, packaging and other costs of software products compared with
the relatively high personnel costs associated with providing maintenance,
technical support, consulting and training services. Cost of service revenue
also varies based upon the mix of maintenance, technical support, consulting and
training services.
Cost of License Revenue. Cost of license revenue increased 115% from $0.2
million for the three months ended September 30, 1995 to $0.5 million for the
three months ended September 30, 1996. Gross margin on license revenue decreased
from 93% for the three months ended September 30, 1995 to 91% for the three
months ended September 30, 1996 primarily due to a greater percentage of revenue
from products with higher royalty rates. The Company does not expect significant
improvements in gross margin on license revenue.
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Cost of Service Revenue. Cost of service revenue remained constant at $0.6
million for the three months ended September 30, 1995 and 1996. Gross margin on
service revenue increased from 68% for the three months ended September 30, 1995
to 77% for the three months ended September 30, 1996 primarily due to a larger
percentage of higher margin maintenance revenue versus other service revenue.
Operating Expenses
Selling and Marketing. Selling and marketing expenses consist primarily of
salaries, related benefits, commissions, consultant fees and other costs
associated with the Company's sales and marketing efforts. Selling and marketing
expenses increased 29% from $3.4 million for the three months ended September
30, 1995 to $4.4 million for the three months ended September 30, 1996. As a
percentage of total net revenue, selling and marketing expenses decreased from
66% for the three months ended September 30, 1995 to 53% for the three months
ended September 30, 1996. The increase in absolute dollars is primarily
attributable to increased sales and marketing staffing. The Company intends to
continue to expand its global sales and marketing infrastructure and expects to
generate an increasing percentage of its sales through indirect sales.
Accordingly, the Company expects its selling and marketing expenses to increase
in the future, although such expenses may decline as a percentage of total net
revenue to the extent revenue increases.
Research and Development. Research and development expenses consist
primarily of salaries, related benefits, third-party consultant fees and other
costs. Research and development expenses increased 49% from $1.4 million for the
three months ended September 30, 1995 to $2.1 million for the three months ended
September 30, 1996, primarily reflecting increased staffing levels. Research and
development expenses as a percentage of revenue decreased from 28% to 26%
between these periods. The Company believes that a significant level of research
and development investment is required to remain competitive and expects such
expenses will increase in future periods, although such expenses may decline as
a percentage of total net revenue to the extent revenue increases.
General and Administrative. General and administrative expenses consist
primarily of salaries and related benefits, and fees for professional services,
such as legal and accounting. General and administrative expenses decreased 26%
from $1.2 million for the three months ended September 30, 1995 to $0.9 million
for the three months ended September 30, 1996, primarily due to lower amounts
attributable to external professional services. General and administrative
expenses as a percentage of total net revenue decreased between these periods
from 23% to 11%. General and administrative expenses are expected to increase in
future periods to the extent the Company expands its operations and as a result
of costs associated with being a public company, but may continue to decline as
a percentage of total net revenue.
Other Income (Expense), Net. Other income (expense), net increased from a
net other expense of $0.1 million for the three months ended September 30, 1995
to a net other income of $0.4 million for the three months ended September 30,
1996, due primarily the repayment of debt and to interest income attributable to
the higher level of funds available for investment following the Company's
initial public offering in May 1996.
Income Taxes. The Company accounts for its income taxes under Statement of
Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes." As a result of operating losses, no provisions for income taxes have
been recorded. Under SFAS 109, deferred tax liabilities and assets are
recognized for the expected future tax consequences of temporary differences
between the carrying amount of assets and liabilities for financial reporting
and the amounts used for income taxes. At September 30, 1996, the Company had
approximately $28.4 million of gross deferred tax assets comprised primarily of
net operating loss carryforwards. The Company believes that, based on a number
of factors, the available objective evidence creates sufficient uncertainty
regarding the realizability of the deferred tax assets such that a full
valuation allowance has been recorded. These factors include the Company's
history of net losses since inception, the Company's limited profitability in
recent periods, the fact that the market in which the Company competes is
intensely competitive and characterized by rapidly changing technology, and the
uncertainty regarding market acceptance of new versions of the Company's AXXiON
products. The Company believes that, based on the currently available evidence,
it is more likely than not that the Company will not generate taxable income and
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accordingly will not realize the Company's deferred tax assets. The Company will
continue to assess the realizability of the deferred tax assets based on actual
and forecasted operating results.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and short-term investments totaled
$29.6 million at September 30, 1996 and represented 70% of total assets. Cash
and cash equivalents are highly liquid with original maturities of ninety days
or less. Short-term investments consist mainly of investment grade commercial
paper. At September 30, 1996, the company had $0.5 million of long-term debt and
stockholders' equity was approximately $31.3 million.
Since inception, the Company has financed its operations primarily through
sales of capital stock, and to a lesser extent, borrowings under a bank
line-of-credit and the issuance of long-term debt.
Net cash used in operating activities decreased from $2.8 million in the
three months ended September 30, 1995 to $0.4 million in the three months ended
September 30, 1996. The improvement in cash used in operating activities
resulted primarily from net income in the three months ended September 30, 1996,
compared to a net loss in the three months ended September 30, 1995.
OpenVision's investing activities used cash of $9.7 million in the three
months ended September 30, 1996 primarily from the purchase of short-term
investments of $9.1 million, and capital expenditures of $0.6 million. The
Company's investing activities used cash of $0.1 million in the three months
ended September 30, 1995 and consisted primarily of capital expenditures.
The Company believes that its current cash, cash equivalents, and
short-term investment balances and cash flow from operations, if any, will be
sufficient to meet the Company's working capital and capital expenditure
requirements for at least the next twelve months. Thereafter, the Company may
require additional funds to support its working capital requirements or for
other purposes and may seek to raise such additional funds through public or
private equity financing or from other sources. There can be no assurance that
additional financing will be available at all or that, if available, such
financing will be obtainable on terms favorable to the Company.
FACTORS THAT MAY AFFECT FUTURE RESULTS
In addition to other information in this Report on Form 10-Q, the following
factors should be considered carefully in evaluating the Company and its
business.
Risk of Significant Fluctuations in Quarterly Operating Results. The
Company has experienced, and expects to continue to experience, significant
fluctuations in quarterly operating results that may be caused by many factors,
including, among others: the size and timing of orders; introduction or
enhancement of products by the Company or its competitors; changes in pricing
policy of the Company or its competitors; increased competition; technological
changes in computer systems and environments; the ability of the Company to
timely develop, introduce and market new products; quality control of products
sold; market readiness to deploy systems management products for distributed
computing environments; market acceptance of new products and product
enhancements; seasonality of revenue; customer order deferrals in anticipation
of new products and product enhancements; the Company's success in expanding its
sales and marketing programs; personnel changes; foreign currency exchange
rates; mix of products sold; acquisition costs; and general economic conditions.
The Company's operating results are highly sensitive to the timing of larger
orders. Orders typically range from a few thousand dollars to several hundred
thousand dollars. Revenue is difficult to forecast because the client/server
systems management software market is an emerging market that is highly
fragmented and subject to rapid change. The Company's revenue in its first
fiscal quarter is typically lower than its revenue in the immediately preceding
quarter ended June 30, due to seasonality in customer buying patterns and the
structure of the Company's sales commission programs, which can increase sales
incentives, in the Company's fourth fiscal quarter. The Company expects this
seasonality to continue. The Company's sales cycle varies substantially from
customer to customer. As a result of all of these factors, the Company believes
that period-to-period comparisons of its results of operations are not
necessarily meaningful and
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should not be relied upon as indications of future performance. The Company has
had net income only in each of the four quarters ended September 30, 1996, and
there can be no assurance that the Company will have net income in future
quarters or on an annual basis.
The Company's future revenue is difficult to predict, and the Company has
in the past not achieved its revenue expectations. Because the Company generally
ships software products within a short period after receipt of an order, it
typically does not have a material backlog of unfilled orders, and revenue in
any quarter is substantially dependent on orders booked and shipped in that
quarter. In addition, the Company typically recognizes a significant portion of
license revenue in the last two weeks of a quarter. The Company's expense levels
are based, in part, on its expectations as to future revenue and to a large
extent are fixed in the short term. The Company expects to increase expense
levels in each of the next several quarters primarily to support increased sales
and marketing efforts and research and development efforts. The Company is
unable to adjust expenses in the short term to compensate for any unexpected
revenue shortfall. Accordingly, any significant shortfall of revenue in relation
to the Company's expectations or any material delay of customer orders would
have an immediate adverse effect on its business, operating results and
financial condition and on the Company's ability to achieve or maintain
profitability. Due to all the foregoing factors, it is possible that in future
quarters the Company's operating results may be below the expectations of public
market analysts and investors. In such event, the price of the Company's Common
Stock would be materially and adversely affected.
Limited Operating History; No Assurance of Profitability; Early Stage of
Development and Deployment. The Company was incorporated in 1992 and did not
begin shipping products until March 1993. Accordingly, the Company has a very
limited operating history, which makes the prediction of future results
difficult or impossible. The Company has incurred significant net losses since
its inception, and the Company had an accumulated deficit of approximately $77.7
million at September 30, 1996. Although the Company achieved net income in each
of the four quarters ended September 30, 1996, there can be no assurance that
the Company will continue to be profitable in any future period and recent
operating results should not be considered indicative of future financial
performance. The Company is subject to the risks inherent in the operation of a
new business enterprise, and there can be no assurance that the Company will be
able to successfully address these risks.
Although the Company's strategy is to derive a significant portion of its
revenue from the licensing of software, the Company's revenue to date has been
limited. The Company's software products are designed for client/server
computing environments, which have been utilized only for the past several
years. The Company's product strategy is initially to integrate selected product
pairs to enhance systems management functionality and to integrate certain
products throughout its entire product line through the availability of a common
set of services by late 1997. Currently the Company is in the initial phase of
this product integration. The success of the Company's strategy is dependent in
significant part on its ability to integrate its products as planned and on the
Company's software products achieving market acceptance by end users and
hardware and software vendors. No assurance can be given that the Company will
successfully integrate its products as planned or that the Company's software
products will achieve market acceptance. The success of the Company's strategy
is also dependent on the Company's ability to expand its direct sales, service
and marketing organizations and to establish indirect distribution channels,
including resellers, VARs, hardware distributors, application software vendors
and systems integrators. If the Company is unable to expand its direct sales,
service and marketing organizations and develop appropriate distribution
channels on a timely basis, the Company's business, operating results and
financial condition would be materially adversely affected.
Rapid Technological Change and Requirement for Frequent Product
Transitions. The market for the Company's products is intensely competitive,
highly fragmented and characterized by rapid technological developments,
evolving industry standards and rapid changes in customer requirements. The
introduction of products embodying new technologies, the emergence of new
industry standards or changes in customer requirements could render the
Company's existing products obsolete and unmarketable. As a result, the
Company's success depends upon its ability to continue to enhance existing
products, respond to changing customer requirements and develop and introduce in
a timely manner new products that keep pace with
12
<PAGE> 13
technological developments and emerging industry standards. Customer
requirements include, but are not limited to, operability across distributed and
changing heterogeneous hardware platforms, operating systems, relational
databases and networks. For example, as certain of the Company's customers start
to utilize WindowsNT or other emerging operating platforms, it will be necessary
for the Company to enhance its AXXiON products to operate on such platforms in
order to meet these customers' requirements. There can be no assurance that the
Company's products will achieve market acceptance or will adequately address the
changing needs of the marketplace or that the Company will be successful in
developing and marketing enhancements to its existing products or new products
incorporating new technology on a timely basis. The Company has in the past
experienced delays in product development, and there can be no assurance that
the Company will not experience further delays in connection with its current
product development or future development activities. If the Company is unable
to develop and introduce new products, or enhancements to existing products, in
a timely manner in response to changing market conditions or customer
requirements, the Company's business, operating results and financial condition
will be materially and adversely affected.
Risk of Software Defects. Software products as complex as those offered by
the Company frequently contain errors or defects, especially when first
introduced or when new versions or enhancements are released. Despite product
testing, the Company has in the past released products with defects, discovered
software errors in certain of its new products after introduction and
experienced delayed or lost revenue during the period required to correct these
errors. The Company regularly introduces enhancements to its existing products
and periodically introduces new products. During the three months ended
September 30, 1996, the Company released new versions of its AXXiON-NetBackup
and AXXiON-SecureMax products that incorporate a three-tiered client/server
architecture. There can be no assurance that despite testing by the Company and
by current and potential customers, defects and errors will not be found in
existing products or in new products, versions or enhancements after
commencement of commercial shipments. Any such defects and errors could result
in adverse customer reactions, negative publicity regarding the Company and its
products, harm to the Company's reputation, loss of or delay in market
acceptance or require expensive product changes, any of which could have a
material adverse effect upon the Company's business, operating results and
financial condition.
Intense Competition. The market for client/server systems management
software is intensely competitive, highly fragmented and characterized by rapid
technological developments, evolving standards and rapid changes in customer
requirements. To maintain and improve its position in this market, the Company
must continue to enhance current products, enhance the operability of its
products with one another and develop new products in a timely fashion. The
Company competes primarily with: (i) hardware and software vendors that offer a
management platform or framework to support vendor-created and third-party
systems management applications; (ii) vendors that provide systems management
software for the mainframe environment and are migrating their products to the
client/server environment; (iii) vendors that provide "point" products that
address specific problems and offer specific functionality, such as job
scheduling or security audit tools; and (iv) vendors that provide integrated and
interoperable solutions. The Company believes that its principal competitors
that offer products in all of its product areas -- storage, operations and
security -- are Computer Associates International, Inc., Hewlett-Packard
Company, IBM Corporation, Platinum technology, Inc. and several smaller private
companies. The Company believes that additional principal competitors with
respect to each of the Company's three product areas include: Legato Systems,
Inc., EMC, Arcada Software and Spectra Logic for storage; Novadigm, Inc., IBM
Corporation, BMC Software, Inc., Compuware Corporation and Sun Microsystems,
Inc. for operations; and Axent Technologies and Cybersafe Corporation for
security. In competing with hardware vendors, the Company may be at a
competitive disadvantage because hardware vendors are able to package
combinations of hardware and software, thereby offering the customer a single-
vendor solution at a lower total cost.
Many of the Company's competitors have longer operating histories and have
substantially greater financial, technical, sales, marketing and other
resources, as well as greater name recognition and a larger customer base, than
the Company. The Company's current and future competitors could introduce
products with more features, higher scalability, greater functionality and lower
prices than the Company's products. These competitors could also bundle existing
or new products with other, more established products in order to
13
<PAGE> 14
compete with the Company. The Company's focus on client/server systems
management software may be a disadvantage in competing with vendors that offer a
broader range of products. Moreover, as the client/server systems management
software market develops, a number of companies with significantly greater
resources than those of the Company could attempt to increase their presence in
this market by acquiring or forming strategic alliances with competitors or
business partners of the Company. For example, IBM Corporation purchased Tivoli
Systems Inc., and Computer Associates announced the purchase Cheyenne Software,
both competitors of the Company. In addition, because there are relatively low
barriers to entry for the software market, the Company expects additional
competition from other established and emerging companies. Increased competition
is likely to result in price reductions, reduced gross margins and loss of
market share, any of which could materially and adversely affect the Company's
business, operating results and financial condition. Any material reduction in
the price of the Company's products would negatively affect gross margins and
would require the Company to increase software unit sales in order to maintain
gross profits. There can be no assurance that the Company will be able to
compete successfully against current and future competitors, and the failure to
do so would have a material adverse effect upon the Company's business,
operating results and financial condition.
Dependence on Growth of Market for Client/Server Systems Management
Software and Services. All of the Company's business is in the market for
client/server systems management software and services, which is still an
emerging market that is intensely competitive, highly fragmented and
characterized by rapid technological developments, evolving industry standards
and rapid changes in customer requirements. The Company's future financial
performance will depend in large part on continued growth in the number of
companies adopting client/server technology and systems management solutions for
their client/server computing environments. There can be no assurance that the
market for client/server systems management software and services will continue
to grow. If the client/server systems management software and services market
fails to grow or grows more slowly than the Company currently anticipates, the
Company's business, operating results and financial condition would be
materially and adversely affected. During recent years, segments of the computer
industry have experienced significant economic downturns characterized by
decreased product demand, production over capacity, price erosion, work
slowdowns and layoffs. The Company's financial performance may in the future
experience substantial fluctuations as a consequence of such industry patterns,
general economic conditions affecting the timing of orders, and other factors
affecting capital spending. There can be no assurance that such factors will not
have a material adverse effect on the Company's business, operating results and
financial condition.
Product Sales Concentration. The Company's storage products accounted for
68% and 34% of the Company's license revenue in the three months ended September
30, 1996 and 1995, respectively. The Company believes its storage products will
continue to account for a significant portion of its license revenue in the
foreseeable future. The Company's AXXiON-HA product accounted for 22% of the
Company's license in the three month period ended September 30, 1996 and 1995. A
decline in unit price or demand for the Company's storage products or its
AXXiON-HA product as a result of competition, technological change or other
factors could have a material adverse effect on the business, operating results
and financial condition of the Company.
Dependence on and Need to Hire Additional Key Personnel; Management of
Growth. The Company's future performance depends to a significant degree upon
the continued service of its key members of management, as well as marketing,
sales, consulting and product development personnel, none of whom are bound by
an employment contract. The Company does not have and does not intend to obtain
key man life insurance on its personnel. The loss of one or more of the
Company's key personnel could have a material adverse effect on the Company's
business, operating results and financial condition. The Company believes its
future success will also depend in large part upon its ability to attract and
retain highly skilled management, marketing, sales, consulting and product
development personnel. Competition for such personnel is intense, and there can
be no assurance that the Company can retain its key employees or that it will be
successful in attracting, assimilating and retaining such personnel in the
future. Failure to attract, assimilate and retain key personnel could have a
material adverse effect on the Company's business, operating results and
financial condition.
14
<PAGE> 15
Risks Associated With International Operations. International revenue
(from sales outside the United States and Canada) accounted for 35% in the three
months ended September 30, 1996 and 1995. The Company believes that its success
depends upon continued expansion of its international operations. The Company
currently has sales and service offices in the United States, Canada, England,
Germany and France. The Company also has resellers in North America, Europe,
Asia Pacific, South America and the Middle East. International expansion may
require that the Company establish additional foreign offices, hire additional
personnel and recruit additional international resellers. This may require
significant management attention and financial resources and could adversely
affect the Company's operating margins. To the extent the Company is unable to
effect these additions efficiently and in a timely manner, its growth, if any,
in international sales will be limited, and the Company's business, operating
results and financial condition could be materially and adversely affected.
There can be no assurance that the Company will be able to maintain or increase
international market demand for its products.
The Company's international business involves a number of risks, including
lack of acceptance of localized products, cultural differences in the conduct of
business, longer accounts receivable payment cycles, greater difficulty in
accounts receivable collection, seasonality due to the slow-down in European
business activity during the Company's first fiscal quarter, unexpected changes
in regulatory requirements and royalty and withholding taxes that restrict the
repatriation of earnings, tariffs and other trade barriers, and the burden of
complying with a wide variety of foreign laws. The Company's international sales
are generated primarily through its international sales subsidiaries and are
currently denominated in local currency, creating a risk of foreign currency
translation gains and losses. To the extent profit is generated or losses are
incurred in foreign countries, the Company's effective income tax rate may be
materially and adversely affected. In some markets, localization of the
Company's products is essential to achieve market penetration. The Company may
incur substantial costs and experience delays in localizing its products, and
there can be no assurance that any localized product will ever generate
significant revenue. There can be no assurance that any of the factors described
herein will not have a material adverse effect on the Company's future
international sales and, consequently, its business, operating results and
financial condition.
Dependence on Proprietary Technology; Risks of Infringement. The Company's
success depends upon its proprietary technology. The Company relies on a
combination of copyright, trademark and trade secret laws, confidentiality
procedures and licensing arrangements to establish and protect its proprietary
rights. The Company presently has no patents but intends to file patent
applications in the future. As part of its confidentiality procedures, the
Company generally enters into non-disclosure agreements with its employees,
distributors and corporate partners, and license agreements with respect to its
software, documentation and other proprietary information. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use the Company's products or technology without authorization, or to
develop similar technology independently. Policing unauthorized use of the
Company's products is difficult and although the Company is unable to determine
the extent to which piracy of its software products exists, software piracy can
be expected to be a persistent problem. In selling its products, the Company
relies on signed license agreements, or "shrink wrap" licenses that are not
signed by licensees and, therefore, may be unenforceable under the laws of
certain jurisdictions. In addition, effective protection of intellectual
property rights is unavailable or limited in certain foreign countries. There
can be no assurance that the Company's protection of its proprietary rights,
including any patent that may be issued, will be adequate or that the Company's
competitors will not independently develop similar technology, duplicate the
Company's products or design around any patents issued to the Company or other
intellectual property rights.
The Company is not aware that any of its products infringe the proprietary
rights of third parties. There can be no assurance, however, that third parties
will not claim such infringement by the Company with respect to current or
future products. The Company expects that software product developers will
increasingly be subject to such claims as the number of products and competitors
in the Company's industry segment grows and the functionality of products in the
industry segment overlaps. Any such claims, with or without merit, could result
in costly litigation that could absorb significant management time, which could
have a material adverse effect on the Company's business, operating results and
financial condition. Such claims might require the Company to enter into royalty
or license agreements. Such royalty or license agreements, if required, may
15
<PAGE> 16
not be available on terms acceptable to the Company or at all, which could have
a material adverse effect upon the Company's business, operating results and
financial condition.
Product Liability. The Company's license agreements with customers
typically contain provisions designed to limit the Company's exposure to
potential product liability claims. To the extent the Company relies on "shrink
wrap" licenses that are not signed by licensees and, therefore, may be
unenforceable under the laws of certain jurisdictions, the limitation of
liability provisions contained in such license agreements may not be effective.
The Company's products are generally used to manage data critical to
organizations, and, as a result, the sale and support of products by the Company
may entail the risk of product liability claims. Although the Company maintains
errors and omissions product liability insurance, a successful liability claim
brought against the Company could have a material adverse effect upon the
Company's business, operating results and financial condition.
Control By Management and Current Stockholders. At September 30, 1996, the
Company's officers and directors, and their affiliates, in the aggregate,
control approximately 58% of the Company's Common Stock with full voting rights
and beneficially own approximately 65% of the Company's Common Stock. In
particular, Warburg, Pincus Investors, L.P. ("Warburg") controls approximately
47% of the Company's Common Stock with full voting rights and beneficially owns
approximately 56% of the Company's Common Stock. As a result, these stockholders
are able to exercise significant influence over all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. In addition, the Board of Directors has the
authority to issue up to 5,000,000 shares of undesignated Preferred Stock and,
subject to certain limitations, to determine the rights, preferences, privileges
and restrictions, including voting rights, of such shares without any further
vote or action by the stockholders. The voting power of Warburg and the
Company's officers or the issuance of Preferred Stock under certain
circumstances could have the effect of delaying or preventing a change in
control of the Company. The Company has entered into agreements with its
officers and directors indemnifying them against losses they may incur in legal
proceedings arising from their service to the Company.
Past and Future Acquisitions. Between October 1992 and July 1993, the
Company concluded an aggregate of ten acquisitions of companies, divisions of
companies or products. The Company may make additional acquisitions in the
future. Acquisitions of companies, divisions of companies or products entail
numerous risks, including difficulty in successfully assimilating acquired
operations, diversion of management's attention and loss of key employees of
acquired companies. Several of the products acquired required significant
additional development, such as restructuring software codes to support larger
scale environments, porting products to additional operating system platforms,
regression testing and improving network and device support, before they could
be marketed and some failed to generate any revenue for the Company. In
addition, the numerous acquisitions resulted in the Company managing a research
and development effort that was spread over as many as ten development centers.
The distributed research and development effort resulted in redundant capital
equipment needs, overlapping products, disparately developed products that the
Company was unable to integrate or had difficulty integrating, substantial
additional travel, conflicting employee cultures and difficulty implementing and
managing engineering processes and standards setting, all of which had a
material adverse effect on the Company's business, operating results and
financial condition in fiscal 1994 and the first half of fiscal 1995. No
assurance can be given that the Company will not incur these same problems in
future acquisitions. Any such problems could have a material adverse effect on
the Company's business, operating results and financial condition. In addition,
future acquisitions by the Company may result in dilutive issuances of equity
securities, the incurrence of additional debt, large one-time write-offs and the
creation of goodwill or other intangible assets that could result in
amortization expense. These factors could have a material adverse effect on the
Company's business, operating results and financial condition.
Possible Volatility of Stock Price. The market price for the Common Stock
is affected by a number of factors, including the announcement of new products
or product enhancements by the Company or its competitors, quarterly variations
in the Company's results of operations or results of operations of its
competitors or companies in related industries, changes in earnings estimates or
recommendations by securities analysts, developments in the Company's industry,
general market conditions and other factors, including factors unrelated to the
operating performance of the Company or its competitors. In addition, stock
16
<PAGE> 17
prices for many companies in the technology and emerging growth sectors have
experienced wide fluctuations that have often been unrelated to the operating
performance of such companies. Such factors and fluctuations, as well as general
economic, political and market conditions, such as recessions, may materially
adversely affect the market price of the Company's Common Stock.
17
<PAGE> 18
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) EXHIBITS
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ------------------------------------------------------------------------------ ------
<C> <S> <C>
11.1 Statement Re: Computation of Net Income (Loss) Per Share 21
27.1 Financial Data Schedule (EDGAR only)
</TABLE>
(b) REPORTS ON FORM 8-K No reports on Form 8-K were filed by the
registrant during the quarter ended September 30, 1996.
18
<PAGE> 19
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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 on November 6, 1996.
OPENVISION TECHNOLOGIES, INC.
/s/ KENNETH E. LONCHAR
--------------------------------------
Kenneth E. Lonchar
Senior Vice President, Finance and
Chief Financial Officer (Principal
Financial and Accounting Officer)
19
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - -------
<C> <S>
11.1 Statement Re: Computation of Net Income (Loss) Per Share
27.1 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1
STATEMENT REGARDING COMPUTATION OF NET INCOME (LOSS) PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------
1996 1995
------- --------
(IN THOUSANDS,
EXCEPT PER SHARE
DATA)
<S> <C> <C>
Net income (loss)....................................................... $ 116 $ (1,811)
Weighted average common shares outstanding.............................. 18,565 2,460
Common equivalent shares from stock options (treasury stock method)..... 978
Shares related to Staff Accounting Bulletin Topic 4D
Common stock (treasury stock method).................................... -- 855
Common stock options (treasury stock method).......................... -- 404
Convertible preferred stock (as-if converted method).................. -- 3,749
------- -------
Total shares for primary and fully diluted net loss per share........... 19,543 7,468
Net income (loss) per share............................................. $ 0.01 $ (0.24)
Calculation of shares outstanding for computing pro forma net loss per
share:
Shares used in computing net loss per share........................... 19,543 7,468
Adjustment to reflect the effect of the assumed conversion of
convertible preferred stock from the date of issuance (as if
converted method).................................................. -- 8,305
------- -------
Shares used in computing pro forma net income (loss) per share........ 19,543 15,773
Pro forma net income (loss) per share................................... $ 0.01 $ (0.11)
======= =======
</TABLE>
21
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEETS AND CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER
ENDED SEPTEMBER 30, 1996.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 6,787
<SECURITIES> 22,772
<RECEIVABLES> 7,822
<ALLOWANCES> 497
<INVENTORY> 0
<CURRENT-ASSETS> 38,398
<PP&E> 2,707
<DEPRECIATION> 0
<TOTAL-ASSETS> 41,942
<CURRENT-LIABILITIES> 10,188
<BONDS> 0
0
0
<COMMON> 19
<OTHER-SE> 31,272
<TOTAL-LIABILITY-AND-EQUITY> 41,942
<SALES> 5,669
<TOTAL-REVENUES> 8,208
<CGS> 534
<TOTAL-COSTS> 1,110
<OTHER-EXPENSES> 7,408
<LOSS-PROVISION> 13
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 116
<INCOME-TAX> 0
<INCOME-CONTINUING> 116
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 116
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
