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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(mark one)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarter ended
SEPTEMBER 30, 1997
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: 0-23132
OBJECTSHARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0143293
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
999 EAST ARQUES AVENUE, SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices)
(408) 481-9090
(Registrant's telephone number, including area code)
PARCPLACE-DIGITALK, INC.
(Former name)
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 periods 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
------- -------
As of October 31, 1997, the registrant had outstanding 11,937,243
shares of Common Stock.
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OBJECTSHARE, INC.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
as of September 30, 1997 and March 31, 1997 3
Condensed Consolidated Statements of Operations
for the three and six months ended September 30, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows
for the six months ended September 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 13
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OBJECTSHARE, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, March 31,
1997 1997
------------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,479 $ 7,418
Marketable securities 5,538 5,538
Accounts receivable, net of allowance of 1,503 at
September 30 and $2,309 at March 31 3,327 5,586
Inventories 157 220
Other current assets 643 946
-------- --------
Total current assets 12,144 19,708
Marketable securities 1,500 1,500
Property and equipment:
Property and equipment 5,847 5,797
Less accumulated depreciation (4,682) (4,002)
-------- --------
Net property and equipment 1,165 1,795
Other assets 365 869
-------- --------
Total assets $ 15,174 $23,872
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 808 $ 1,219
Accrued compensation 650 1,421
Other accrued liabilities 2,829 2,827
Deferred revenue 3,704 5,066
Accrued restructuring costs 2,393 1,067
-------- --------
Total current liabilities 10,384 11,600
Commitments and contingencies
Stockholders' Equity:
Common stock, $0.001 par value:
Authorized shares - 30,000
Issued and outstanding shares - 11,925 at
September 30 and 11,929 at March 31 12 12
Additional paid-in capital 49,882 49,863
Accumulated deficit (44,908) (37,416)
Cumulative translation adjustment (196) (187)
-------- --------
Total stockholders' equity 4,790 12,272
-------- --------
Total liabilities and stockholders' equity $ 15,174 $ 23,872
======== ========
</TABLE>
See accompanying notes.
3
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OBJECTSHARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months For the six months
ended September 30, ended September 30,
-------------------------- ---------------------------
1997 1996 1997 1996
----------- ----------- ---------- --------
<S> <C> <C> <C> <C>
Net revenues:
License $ 1,711 $ 5,870 $ 3,493 $ 12,916
Service 3,041 4,557 6,381 9,059
------- ------- ------- --------
Total net revenues 4,752 10,427 9,874 21,975
Cost of net revenues:
License 483 2,076 868 3,720
Service 1,889 2,826 3,853 5,518
------- ------- ------- --------
Total cost of net revenues 2,372 4,902 4,721 9,238
------- ------- ------- --------
Gross profit 2,380 5,525 5,153 12,737
Operating expenses:
Sales and marketing 2,100 5,627 4,665 11,790
Research and development 1,302 2,548 2,843 5,029
General and administrative 1,212 2,367 2,494 4,257
Acquired research and development -- 2,867 -- 2,867
Restructuring costs 2,797 -- 2,797 --
------- ------- ------- --------
Total operating expenses 7,411 13,409 12,799 23,943
------- ------- ------- --------
Loss from operations (5,031) (7,884) (7,646) (11,206)
Interest income and other, net 62 310 179 603
------- ------- ------- --------
Loss before provision for income taxes (4,969) (7,574) (7,467) (10,603)
Provision for income taxes 8 25 25 46
------- ------- ------- --------
Net loss $ (4,977) $(7,599) $(7,492) $(10,649)
======== ======= ======= ========
Net loss per share $ (0.42) $ (0.65) $ (0.63) $ (0.91)
======== ======= ======= ========
Shares used in computing
net loss per share 11,925 11,775 11,925 11,700
======== ======= ======= ========
</TABLE>
See accompanying notes
4
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OBJECTSHARE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the six months
ended September 30
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Operating Activities
Net loss $ (7,492) $ (10,649)
Adjustments to reconcile net loss to net cash
used in operating activities:
Research and development expenses on acquisition -- 2,867
Depreciation and amortization 1,167 2,191
Changes in operating assets and liabilities:
Accounts receivable 2,259 3,615
Inventories 63 (158)
Prepaid expenses and other current assets 303 (235)
Accounts payable and accrued liabilities (1,181) (1,078)
Accrued restructuring costs 1,326 --
Deferred revenue (1,362) (141)
------- ---------
Net cash used in operating activities (4,917) (3,588)
Investing activities
Purchase business combination -- (2,999)
Purchases of property and equipment (50) (1,419)
Proceeds from maturities of marketable securities -- 13,339
Purchases of marketable securities -- (15,460)
Decrease (increase) in deposits and other assets 18 (146)
------- ---------
Net cash provided by (used in) investing activities (32) (6,685)
Financing activities
Proceeds from issuance of common stock, net of repurchases 19 1,127
------- ---------
Net cash provided by financing activities 19 1,127
Effect of exchange rate changes on cash
and cash equivalents (9) (49)
------- ---------
Net decrease in cash and cash equivalents (4,939) (9,195)
Cash and cash equivalents at beginning of period 7,418 14,367
------- ---------
Cash and cash equivalents at end of period $ 2,479 $ 5,172
======= =========
</TABLE>
See accompanying notes.
5
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OBJECTSHARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The Company, formerly ParcPlace-Digitalk, Inc., changed its name to
ObjectShare, Inc. in September 1997. The name change was approved at the
Company's annual meeting of stockholders held on September 19, 1997.
The accompanying unaudited consolidated condensed financial statements have
been prepared by the Company pursuant to the rules and regulations of the
United States Securities and Exchange Commission regarding interim
financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements and should be read in
conjunction with the audited financial statements included in the Company's
Annual Report and Form 10-K for the fiscal year ended March 31, 1997.
In the opinion of management the accompanying unaudited condensed
consolidated financial statements have been prepared on the same basis as
the audited financial statements and include all recurring adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the financial position and results of the operations for
interim periods presented. The operating results for the six months ended
September 30, 1997 are not necessarily indicative of the results expected
for the full fiscal year ending March 31, 1998.
2. Net Loss per Share
Net loss per share is computed using the weighted average number of shares
of common stock outstanding. Common equivalent shares have been excluded
from the computation as their effect would be antidilutive.
In February 1997, the Financial Accounting Standards Board ("FAS") issued
Statement of Financial Accounting Standard No. 128, "Earnings per Share"
(FAS 128). The Company is required to adopt FAS 128 at the end of fiscal
year 1998 and will restate at that time earnings per share (EPS) data for
prior periods to conform with FAS 128.
The impact of adoption of FAS 128 for the quarter ended September 30, 1997
will not change primary EPS as presented. The impact of FAS 128 on fully
diluted EPS is not expected to be material.
3. Cash Equivalents and Marketable Securities
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Short-term marketable securities consist principally of debt instruments
with maturities between three and twelve months. Long-term marketable
securities consist of debt instruments with maturities exceeding twelve
months.
At September 30, 1997, all of the Company's debt securities were classified
as available-for-sale and are carried at fair market value with any
material unrealized gains and losses recorded in stockholders' equity. The
cost of the securities is based upon the specific identification method.
6
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OBJECTSHARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
4. Restructuring Costs
The Company recorded restructuring charges in the second quarter of fiscal
1998 totaling $2,797,000 of which $976,000 was paid as of September 30,
1997. The restructuring charges covered employee severance packages, the
closing of surplus facilities, and the write-off of excess computer
equipment and office furniture.
Accrued restructuring costs include $572,000 of restructuring costs from
the third and fourth quarters of fiscal 1997, which have not yet been paid.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company, formerly ParcPlace-Digitalk, Inc., changed its name to
ObjectShare, Inc. in September 1997. The name change was approved at the
Company's annual meeting of stockholders held on September 19, 1997.
ObjectShare, Inc. (the Company) develops, markets, and supports fully
object-oriented application development tools for use in development of
distributed client/server/web applications. The Company also provides
customer support, training, on-site assistance, and consulting. License
revenues are generated primarily by the Company's VisualWorks, VisualWave,
and Distributed Smalltalk products. These products comprise a family of
object-oriented application development environments based on the Smalltalk
programming language. In addition, the Company offers Parts for Java, a
Java-based component development environment.
This Form 10-Q includes a number of forward-looking statements that are
subject to certain risks and uncertainties that could cause the Company's
actual results and financial position to be affected negatively as events
unfold in the market for the Company's products. These events include, but
are not limited to, the risks inherent in the development and marketing of
relatively new technologies, and the Company's ability to deliver
competitive products, retain key employees and maintain sufficient sales
revenue to fund ongoing research and development, as well as the risks
discussed below under "Factors Affecting Future Results". The Company
assumes no obligation to update or revise any such forward-looking
statements to reflect events or circumstances that may arise after this
report is filed, and that may have an effect on the Company's overall
performance.
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RESULTS OF OPERATIONS
The following table sets forth for the periods indicated (I) the percentage of
net revenues represented by certain line items in the Company's Condensed
Consolidated Statements of Operations, (II) the gross margins on license and
service revenues and (III) the percentage changes from the preceding periods.
<TABLE>
<CAPTION>
Percentage of total net revenues for the
------------------------------------------
Three months ended Six months ended
September 30, September 30, Percent change
------------------ ---------------- Of dollar amounts
1997 1996 1997 1996 1997 compared to 1996
---- ---- ---- ---- ---------------------
<S> <C> <C> <C> <C> <C>
Net Revenues:
License 36% 56% 35% 59% (71)% (73)%
Service 64% 44% 65% 41% (33)% (30)%
--- --- --- ---
Total Net Revenues 100% 100% 100% 100% (54)% (55)%
Cost of net revenues:
License 10% 20% 9% 17% (77)% (77)%
Service 40% 27% 39% 25% (33)% (30)%
--- --- --- ---
Total cost of net revenues 50% 47% 48% 42% (52)% (49)%
--- --- --- ---
Gross Margin 50% 53% 52% 58% (57)% (60)%
Operating Expenses:
Sales and marketing 44% 54% 47% 54% (63)% (60)%
Research and development 27% 24% 28% 23% (49)% (43)%
Acquired research and development -- 28% -- 13% -- --
General and administrative 26% 23% 25% 19% (49)% (41)%
Restructuring expenses 59% -- 28% -- -- --
--- --- --- ---
Total operating Expenses 156% 129% 129% 109% (45)% (47)%
--- --- --- ---
Loss from operations (106)% (76)% (77)% (51)% (36)% (32)%
Interest and other income, net 1% 3% 2% 3% (80)% (70)%
--- --- --- ---
Loss before income taxes (105)% (73)% (75)% (48)% (34)% (30)%
Provision for income taxes -- -- -- --
--- --- --- ---
Net loss (105)% (73)% (75)% (48)% (34)% (30)%
Gross margin:
License 72% 65% 75% 71% (68)% (71)%
Service 38% 38% 40% 39% (33)% (29)%
</TABLE>
Net revenues
- ------------
Total net revenues for the second quarter and first six months of the fiscal
year ending March 31, 1998 were $4.8 million and $9.9 million, respectively, a
decrease of 54% and 55%, respectively, from the comparable periods of fiscal
1997.
License revenues for the second quarter and first six months of fiscal 1998
decreased 71% and 73%, respectively, from the comparable periods of fiscal 1997.
The decline is attributable to lower sales of development environments. The
Company believes that the decrease in sales of development environments was
largely due to: customer resistance regarding the Smalltalk programming
language, correlated to the increasing popularity of Java; difficulties
encountered in the Company's efforts to merge the VisualSmalltalk Enterprise
product (acquired in the merger with Digitalk Inc.) into the VisualWorks
product; and a high rate of turnover among the Company's sales force.
9
<PAGE> 10
Service revenues for the second quarter and first six months of fiscal 1998
decreased 33% and 30%, respectively, from the comparable periods of fiscal 1997.
The decrease in service revenue is closely related to reduced sales of
development environments, which generally drive service revenues, particularly
training, and a reduction in the number of available consulting and training
personnel in North America.
Cost of revenues
- ----------------
Cost of license revenues is primarily comprised of the cost of production of the
Company's products and related royalties. Cost of license revenues for the
second quarter and first six months of fiscal 1998 decreased 77% from the
comparable periods of fiscal 1997, due to lower product sales. Cost of license
revenues as a percentage of license revenues for the second quarter and first
six months of fiscal 1998 was 28% and 25%, respectively, compared to 35% and
29%, respectively, in the comparable periods of fiscal 1997. The decrease in
cost of license revenues, on a percentage basis, is due to a decrease in the
royalty costs, and a decrease in the accrual for obsolete inventory.
Cost of service revenues consists principally of personnel costs for training,
consulting and customer support. Cost of service revenues for the second quarter
and first six months of fiscal 1998 decreased by 33% and 30%, respectively, from
the comparable periods of fiscal 1997, primarily due to reduced service work
force and a reduction in the number of outside contractors used by the Company.
This cost as a percentage of service revenues in the second quarter and first
six months was 62% and 60%, respectively, compared to 62% and 61%, respectively
in the comparable periods of fiscal 1997.
Operating expenses
- ------------------
Sales and marketing expenses consist principally of salaries, commissions,
facility expenses, travel-related expenses, and advertising. These expenses for
the second quarter and first six months of fiscal 1998 were $2.1 million and
$4.7 million, respectively, representing a decrease of 63% and 60%,
respectively, over the comparable periods of fiscal 1997. This decrease is
primarily due to lower commission costs, reduced staffing due to restructurings
and attrition, and lower spending for trade shows and literature. As a
percentage of net revenues, sales and marketing expenses for the second quarter
and first six months were 44% and 47%, respectively, compared to 54% in the
comparable periods of fiscal 1997.
Research and development expenses for the second quarter and first six months of
fiscal 1998 were $1.3 million and $2.8 million, respectively, a decrease of 49%
and 43%, respectively, over the comparable periods of fiscal 1997. This decrease
was primarily due to the reduced work force due to restructurings and attrition.
As a percentage of net revenues, research and development expenses for the
second quarter and first six months of fiscal 1998 were 27% and 28%,
respectively, compared to 24% and 23% respectively, in the comparable periods of
fiscal 1997. The Company believes that, while controlling expenses generally, it
must continue to invest in research and development.
General and administrative expenses for the second quarter and first six months
of fiscal 1998 were $1.2 million and $2.5 million, respectively, a decrease of
49% and 41%, respectively, over the comparable periods of fiscal 1997. The
decrease in the second quarter and first six months was largely due to decreased
staffing expense from the reductions in work force in fiscal 1997 and subsequent
attrition. As a percentage of net revenues, general and administrative expenses
for the second quarter and first six months were 26% and 25%, respectively,
compared to 23% and 19%, respectively, in the comparable periods of fiscal 1997.
The increase of these expenses on a percentage basis is due to the fixed nature
of certain expenses, which the Company has not been able to reduce as fast as
our decrease in revenue. The Company will continue to reduce unnecessary general
and administrative expenses in an effort to bring the Company to profitability.
The Company's staffing and other operating expenses are based on anticipated
revenues, operating results will be adversely affected if the anticipated level
of revenues is not realized in the applicable budget periods.
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Interest and other income (expense), net
- ----------------------------------------
Interest and other income (expense) was $62,000 in the second quarter of fiscal
1998 compared with $310,000 in the second quarter of the prior year. This
decrease reflects lower interest income from reduced cash and marketable
securities balances.
Provision for income taxes
- --------------------------
Although the Company recorded losses for the second quarter and first six months
of both fiscal 1998 and fiscal 1997, it provided for foreign and local taxes of
$8,000 and $25,000, respectively.
Restructuring Costs
- -------------------
The Company recorded restructuring charges in the second quarter of fiscal 1998
totaling $2,797,000 of which $976,000 was paid as of September 30, 1997. The
restructuring charges covered employee severance packages, the closing of
surplus facilities, and the write-off of excess computer equipment and office
furniture.
Accrued restructuring costs include $572,000 of restructuring costs from the
third and fourth quarters of fiscal 1997, which have not yet been paid.
FACTORS AFFECTING FUTURE RESULTS
The Company has experienced significant quarterly fluctuations in operating
results and anticipates such fluctuations in the future. Recent quarters have
been adversely affected by substantially lower license revenues which the
Company attributes to the factors discussed above under "Results of Operations -
- - Net Revenues". Quarterly fluctuations may be caused by numerous factors
including, but not limited to, those discussed above. The Company generally
ships orders as received and, as a result, typically has little or no backlog.
Quarterly revenues and operating results therefore depend on the volume and
timing of orders received during the quarter, which are difficult to forecast.
Historically, the Company has received a substantial portion of its product
orders in the last month of the quarter, with a concentration of such orders in
the last week. Delays in the receipt of orders can therefore cause significant
variations in quarterly license revenues. License revenues may also be affected
by seasonal trends. Service revenues tend to fluctuate as consulting projects,
which may continue over several quarters, are undertaken or completed. Operating
results may also fluctuate due to factors such as the demand for the Company's
products, the mix of products and services, the size and timing of customer
orders, the introduction of new products and product enhancements by the Company
or its competitors, changes in the proportion of revenues attributable to
licenses and to service fees, commencement or conclusion of significant
consulting projects, changes in the level of operating expenses, and competitive
conditions in the industry. Because the Company's staffing and other operating
expenses are based on anticipated revenues, operating results will be adversely
affected if the anticipated level of revenues is not realized in the applicable
budget periods. The Company's results in recent quarters are not necessarily
indicative of future results and the Company believes that period-to-period
comparisons of its financial results should not be relied upon as an indicator
of future performance.
The Company's future success will depend to a large extent on growth in market
acceptance of object-oriented technology in general and the Company's transition
from Smalltalk-based products to distributed computing products in particular,
and will also depend on acceptance of the Company's products for use in new
applications and operating environments such as the Internet. The market for the
Company's products is characterized by ongoing technological developments,
evolving industry standards and rapid changes in customer requirements. 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, or if errors are found in products after commercial
shipments, the Company's business and results of operations will be adversely
affected. In addition, competitive pressures from existing and new competitors
who offer lower prices or introduce new products can result in delays in
purchase decisions by, or loss of
11
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sales to, potential customers or cause the Company to institute price
reductions, any of which will adversely affect the Company's results of
operations.
The market for application development tools for large-scale client/server/web
computing environments is intensely competitive and the Company expects
competition to continue to increase. The Company's competitors include a broad
range of companies that develop and market tools and languages for software
application development. Many of the Company's current and prospective
competitors have significantly greater financial, technical, manufacturing, and
marketing resources than the Company. Moreover, these companies may produce
additional products competitive with those of the Company and there can be no
assurance that the Company could compete effectively with such products. In
particular, several competitors have introduced entry-level Java-based
application development environments, which may, for the near term, satisfy the
requirements of a significant number of corporate users who are beginning to
develop applications in Java.
The Company has recorded restructuring charges in the third and fourth quarters
of fiscal 1997, and second quarter of fiscal 1998, which account for a reduction
of workforce, excess facilities, obsolete inventory, and excess equipment. While
the Company continues to reduce fixed costs, it also believes that it is
necessary to continue to invest in sales, marketing, and research and
development. Accordingly the Company expects that operating expenses in the next
several quarters will continue to be at a high percentage of total net revenues.
The Company's future operating results and financial condition could be
adversely affected if the Company is unable to effectively manage the transition
to a new cost structure, or its revenue continues to drop faster than management
is able to reduce expenses.
As a result of the restructurings, the Company has incurred a number of risks
associated with its reduced operating size and capabilities. These risks include
an increased sensitivity to employee turnover, with a greater likelihood that
turnover will have a significant negative effect on the Company's operations,
such as by causing delays in product delivery schedules; a reduced ability to
pursue diversified research and development efforts, particularly for projects
that are not profitable in the near term; and the need for the Company to
effectively manage dramatically changing operations. The confidence of the
Company's customer base may also be affected by the restructurings, to the
extent that such customers may become concerned that the Company may not be able
to deliver on future products plans or to effectively maintain its existing
products. Competition for qualified personnel is intense and has recently
intensified in the Company's geographic and industry segments. The intensifying
competition for qualified personnel, as well as the implementation of the
Company's restructuring actions, have increased the already high difficulty of
retaining and motivating employees. Employee turnover, particularly in technical
and sales positions, is highly disruptive, and high turnover of sales personnel
has adversely affected the Company's revenues. Ongoing high rates of employee
turnover, the loss of key personnel, or an inability to hire qualified personnel
most likely would adversely affect the Company's business and results of
operations.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997, the Company had cash, cash equivalents and marketable
securities of $9.5 million and working capital of $1.8 million compared to $14.5
million and $8.1 million, respectively, as of March 31, 1997.
The Company used cash for operations of $4.9 million in the first six months of
fiscal 1998, which included a net loss of $7.5 million and a decrease in
accounts payable, accrued liabilities, and deferred revenue of $2.5 million,
partially offset by a decrease in accounts receivable of $2.2 million and
depreciation and amortization of $1.2 million.
As a result of its declining revenues, the Company, in July 1997, announced the
implementation of further actions to reduce operating expenses, as described
above. Although the Company is unable to state whether it has adequate resources
to sustain its present level of operations for any particular periods of time,
management believes that its existing balances of cash, cash equivalents, and
marketable securities, in combination with possible further reductions in
operating expenses, will be sufficient t meet its cash requirements for
continuing its core business at least through fiscal 1998.
12
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its 1997 Annual Meeting of Stockholders on September 19, 1997.
The stockholders voted as follows:
1. The stockholders elected each of the four nominees for
director, to serve until the next Annual Meeting of Stockholders. The
elected directors are: James C. Anderson (9,357,691 shares for, 426,271
shares withheld), John B. Carrington (9,376,582 shares for, 407,380
shares withheld), Eugene L. Goda (9,408,105 shares for, 375,857 shares
withheld), and Jos C. Henkens (9,392,497 shares for, 391,465 shares
withheld). There were no broker non-votes. These four directors
constitute all of the members of the Board of Directors.
2. The stockholders approved an amendment to the Company's
Certificate of Incorporation to change the name of the corporation to
"ObjectShare, Inc." (9,498,254 shares for, 254,300 shares against,
31,408 shares abstaining, and 0 broker non-votes).
3. The stockholders approved an amendment to the Company's
1993 Stock Plan to increase by 300,000 the number of shares available
for issuance thereunder (8,964,732 shares for, 738,761 shares against,
80,469 shares abstaining, and 0 broker non-votes).
4. The stockholders approved an amendment to the Company's
1993 Employee Stock Purchase Plan to increase by 250,000 the number of
shares available for issuance thereunder (9,364,219 shares for, 336,231
shares against, 83,512 shares abstaining, and 0 broker non-votes).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) The exhibit listed below is filed herewith as part of this report.
27 Financial Data Schedule
B) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended
September 30, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: November 11, 1997
OBJECTSHARE, INC. a
Delaware Corporation
By: /s/ RONALD J. CLEAR
-------------------------------
Ronald J. Clear
Vice President and Chief Financial
Officer (on behalf of the Registrant
and as principal financial officer)
13
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EXHIBIT INDEX
Exhibit No. Description
- ------------ -----------
Ex-27 Financial Data Schedule
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S FORM 10-Q FOR THE PERIOD ENDING
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
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0
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