<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission File Number 0-23098
----------------------
SOFTDESK, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0390273
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7 LIBERTY HILL ROAD
HENNIKER, NEW HAMPSHIRE 03242
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 428-5000
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
---- ----
As of November 8, 1996 issuer had outstanding 6,005,502 shares of Common Stock.
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<PAGE>
SOFTDESK, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 1996
and December 31, 1995. 3
Condensed Consolidated Statements of Income for the three
and nine months ended September 30, 1996 and 1995. 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 1996 and 1995. 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 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBIT INDEX 14
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SOFTDESK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
NOTES 1996 1995
----- -------------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 3,214 $ 4,800
Short-term investments 8,143 7,575
Accounts receivable 9,956 11,060
Inventory 614 671
Prepaid expenses and other current assets 4 1,437 1,402
Deferred income taxes 751 751
---------- ----------
Total current assets 24,115 26,259
---------- ----------
Plant, property and equipment, at cost:
Land 391 409
Buildings and improvements 2,454 2,002
Equipment 6,946 5,853
Furniture and fixtures 302 414
---------- ----------
10,093 8,678
Less: Accumulated depreciation (4,717) (4,085)
---------- ----------
5,376 4,593
Long-term investments 1,854 4,815
Deferred income taxes 103 103
Other assets, net 4 823 247
---------- ----------
Total assets $32,271 $36,017
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of mortgage payable 3 $ - $ 34
Accounts payable 2,056 3,122
Accrued expenses 3,661 5,179
Customer advances 1,138 1,350
Accrued income taxes - 876
---------- ----------
Total current liabilities 6,855 10,561
---------- ----------
Mortgage payable, less current maturities 3 - 1,193
Commitments
Stockholders' equity: 5
Preferred stock, $.01 par value -
Authorized - 1,000,000 shares; Issued - none - -
Common stock, $.01 par value -
Authorized - 15,000,000 shares
Issued and outstanding - 6,003,709 shares and
5,980,380 shares at September 30, 1996 and
December 31, 1995, respectively 60 60
Additional paid-in capital 21,584 21,353
Retained earnings 3,840 2,973
Cumulative translation adjustment (68) (123)
---------- -----------
Total stockholders' equity 25,416 24,263
---------- -----------
Total liabilities and stockholders' equity $32,271 $36,017
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SOFTDESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
NOTES 1996 1995 1996 1995
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
NET REVENUES $8,262 $10,776 $26,498 $30,267
COST OF REVENUES 1,514 1,595 4,432 4,278
------- ------- ------- -------
Gross profit 6,748 9,181 22,066 25,989
OPERATING EXPENSES:
Selling and marketing expenses 3,717 3,813 11,191 10,545
Product development expenses 2,302 2,572 7,325 7,428
General and administrative expenses 805 782 2,464 2,152
Non recurring charges - - - 957
------- ------- ------- -------
Total operating expenses 6,824 7,167 20,980 21,082
Income (loss) from operations (76) 2,014 1,086 4,907
INTEREST INCOME 107 139 385 436
INTEREST EXPENSE - 24 73 61
------- ------- ------- -------
Income before provision for income
taxes 31 2,129 1,398 5,282
PROVISION FOR INCOME TAXES 12 948 531 2,224
------- ------- ------- -------
NET INCOME $ 19 $ 1,181 $ 867 $ 3,058
======= ======= ======= =======
NET INCOME PER COMMON AND COMMON
EQUIVALENT SHARE 6 $0.00 $0.19 $0.14 $0.50
======= ======= ======= =======
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING 6 6,022 6,211 6,046 6,156
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SOFTDESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
NOTES 1996 1995
----- ---- ----
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 867 $ 3,058
Adjustments to reconcile net
income to cash provided by
(used in) operating activities:
Depreciation and amortization 762 1,155
Foreign currency translation 42 (54)
Non recurring charges - 957
Changes in assets and
liabilities, net of assets
acquired in connection with
the acquisitions of
IdeaGraphix, Inc., Aritek
Systems, Inc. and Foresight
Resources Corp.:
Accounts receivable 1,104 (3,419)
Inventory 57 (248)
Prepaid expenses and other current 4 (35) (723)
assets
Accounts payable (1,066) 333
Accrued expenses (1,518) (766)
Customer advances (212) 91
Accrued income taxes (876) 554
------- ------
Net cash provided by (used in)
operating activities (875) 938
------- ------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property and equipment, (1,545) (2,187)
net
Increase in other assets 4 (576) (159)
Cash acquired from the
acquisition of Foresight
Resources Corp. - 28
Cash paid for the acquisitions
of IdeaGraphix, Inc. and Aritek
Systems, Inc. - (200)
Increase in short-term investments (568) (3,942)
Decrease in long-term investments 2,961 2,836
------- ------
Net cash provided by (used in)
investing activities 272 (3,624)
------- ------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
stock in connection with the 231 454
exercise of common stock options
Payments of note payable - (1,473)
Proceeds (payments) on mortgage payable 3 (1,227) 1,124
------- ------
Net cash provided by (used
in) financing activities (996) 105
------- ------
EFFECT OF FOREIGN CURRENCY TRANSLATION 13 (57)
------- ------
Net decrease in cash and cash (1,586) (2,638)
equivalents
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 4,800 4,209
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 3,214 $ 1,571
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash used for interest $ 73 $ 61
======= =======
Cash used for income taxes $ 1,680 $ 1,329
======= =======
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING ACTIVITIES:
In January 1996, the Company
acquired SOFT-TECH Software
Technologie GmbH which was
accounted for as a pooling of
interests. 2
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SOFTDESK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements presented have been
prepared by Softdesk, Inc. and subsidiaries (the "Company") and, in the opinion
of management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the financial results for the
interim periods shown. The results of operations for the interim periods shown
in this report are not necessarily indicative of results for any future interim
periods or for the entire fiscal year. Certain amounts in the 1995 financial
statements have been reclassified to conform to the 1996 presentation. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted. Although the Company believes that the disclosures included are
adequate to make the information presented not misleading, the condensed
consolidated financial statements and the notes included herein should be read
in conjunction with the financial statements and notes for the fiscal year ended
December 31, 1995 and with the section entitled "Certain Factors That May Affect
Future Results" included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
2. ACQUISITION OF SOFT-TECH SOFTWARE TECHNOLOGIE GMBH
On January 22, 1996, the Company acquired SOFT-TECH Software Technologie GmbH
("SOFT-TECH"), a German developer of architectural software for the European
marketplace. The Company exchanged 250,000 shares of common stock for all of
the share capital of SOFT-TECH. The Company placed 25,000 shares of common
stock into escrow as security for the indemnification obligations of the SOFT-
TECH stockholders relating to representations, warranties and tax matters. This
acquisition has been accounted for as a pooling of interests and accordingly the
Company has restated its historical consolidated financial statements.
3. MORTGAGE PAYABLE
In March 1995 the Company entered into two agreements with a bank for the
mortgage of its building in Germany. The $1,300,000 in proceeds from the
mortgage was used to purchase the building. In June 1996 the Company retired
the balance of the mortgage.
4. SOFTWARE LICENSING AGREEMENTS
In May 1996 the Company signed a software licensing agreement under which it
paid approximately $830,000 in prepaid royalties. The Company expects to
amortize this amount through December 1998. At September 30, 1996 approximately
$700,000 of these royalties was included in prepaid expense and other assets in
the accompanying balance sheet.
In July 1996 the Company signed a software licensing agreement under which it
paid $175,000 for a license fee. The Company expects to amortize this amount
through December 1998. At September 30, 1996 approximately $158,000 was
included other assets in the accompanying balance sheet.
5. STOCKHOLDERS' EQUITY
(a) 1993 Stock Option Plan
In December 1993, the Company adopted the 1993 Equity Incentive Plan (the 1993
Plan). Under the terms of the 1993 Plan, the Company may grant
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either incentive or nonqualified stock options to purchase common stock or
awards of restricted common stock to employees and consultants. The Company
originally reserved 750,000 shares for issuance under the 1993 Plan. In April
1996, the Board of Directors of the Company approved an increase in the number
of shares reserved for issuance under the 1993 Plan to 1,150,000 shares. This
increase was approved by the Company's stockholders at the 1996 Annual Meeting
of Stockholders, which was held on June 24, 1996 (the "Annual Meeting").
In addition, effective May 1, 1996, the Board of Directors of the Company
agreed to offer the Company's then current employees an opportunity to forfeit
existing common stock options in exchange for new common stock options at the
May 1, 1996 closing price of $13.25 for the Company's common stock as reported
by the Nasdaq National Market. The new common stock options are for the same
number of shares as the forfeited stock options and the vesting of the new grant
mirrors the vesting of the options forfeited. The number of shares covered by
previously existing options which were forfeited and subsequently regranted was
351,439.
(b) Employee Stock Purchase Plan
In January 1996, the Board of Directors of the Company adopted the 1996
Softdesk, Inc. Employee Stock Purchase Plan (the "Employee Plan"). The Employee
Plan provides for 250,000 shares of the Company's common stock to be issued in a
series of offerings. This plan was approved by the Company's stockholders at
the 1996 Annual Meeting. Except for the initial offering, offering periods are
12 months in length commencing each January 1 and July 1 and expire when all
shares are issued. The initial offering commenced March 1, 1996 and is 10
months in length. The price at which shares are sold in each offering will be
85% of the closing price of the common stock on the first or last day of each
offering period, whichever is lower. Participants may have up to 10% of their
qualifying compensation deducted and set aside for purchasing shares in each
offering under the Employee Plan. The Employee Plan may be terminated by the
Board of Directors at any time.
6. COMPUTATION OF PER SHARE EARNINGS
Income per common and common equivalent share is based upon net income for the
three and nine months ended September 30, 1996 and 1995. Income per common and
common equivalent share has been determined, in accordance with the treasury
stock method, by dividing net income by the weighted average number of common
and common equivalent shares outstanding during the period computed. Fully
diluted and primary income per common share do not differ materially for any of
the periods presented.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
On January 22, 1996 Softdesk acquired all the outstanding capital stock of
SOFT-TECH Software Technologie GmbH ("SOFT-TECH"), a German based developer of
professional architectural software. The transaction was accounted for as a
pooling of interests and Softdesk has therefore restated its historical
consolidated financial statements and financial information to reflect the
combined financial condition and results of operations of the two entities for
all periods presented. (See Note 2 to the Condensed Consolidated Financial
Statements.) The following discussions refer to the combined consolidated
Company. These discussions should be read in conjunction with the Company's
1995 Annual Report on Form 10-K for the year ended December 31, 1995 including
the section entitled "Certain Factors That May Affect Future Results".
RESULTS OF OPERATIONS: THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Net revenues decreased approximately 23% in the third quarter of 1996 as
compared to the same period in 1995 and decreased 12% during the nine months
ended September 30, 1996 as compared to the same period in 1995. The revenue
decrease was primarily attributable to the decrease in sales of the Company's
high-range professional software products, especially its products for the
AutoCAD and AutoCAD related markets, which historically have represented a
majority of the Company's total revenues. The Company believes that sales of
its software for this market decreased during the three and nine month periods
of 1996 because of continued softness in the AutoCAD and AutoCAD related
markets. In addition, the Company believes that the decline of its high-range
product sales was also a result of customers delaying their software purchases
until they completed their purchases of new computer hardware required to
transition from a DOS to a Windows operating environment, on which the latest
release of AutoCAD and many of the Company's new releases of software are
optimized. To a lesser extent, the Company believes that less favorable
economic conditions in Europe, especially in the Architecture, Engineering and
Construction (AEC) markets, also contributed to the decline of its revenues in
the 1996 periods. Partially offsetting the decline in these software sales was
an increase in sales of the Company's low to mid-range product lines, including
Retail products, which the Company believes was attributable to the release of
new products during the 1996 periods combined with an expansion of their "shelf
space" in the retail stores that offer these products for sale.
International revenues decreased 25% during the third quarter and 21% during
the first nine months of 1996 as compared with the same periods in 1995. The
declines in international revenues in both of the 1996 periods were primarily
caused by reduced revenues from Europe and Canada, partially offset by increases
in revenues from Latin America. The Company believes that the declines in
European and Canadian revenues were a result of what the Company believes were
less favorable economic conditions, especially in the AEC market, in these
regions during the 1996 periods. The Company believes that a somewhat stronger
U.S. Dollar as measured against the major international currencies during the
three and nine month periods of 1996, as compared to the comparable periods in
1995, also contributed to the decline in international revenues.
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<PAGE>
The following table summarizes total net revenues by geographic region
(amounts are in thousands):
<TABLE>
<CAPTION>
Three months ended Three months ended Nine months ended Nine months ended
September 30, 1996 September 30, 1995 September 30, 1996 September 30, 1995
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
United States $5,868 71% $ 7,572 70% $18,962 72% $20,761 69%
Europe 1,540 19 2,210 21 5,144 19 6,722 22
Asia Pacific 408 5 431 4 1,102 4 1,115 4
Other 314 4 253 2 835 3 661 2
Canada 132 1 310 3 455 2 1,008 3
------ --- ------- --- ------- --- ------- ---
$8,262 100% $10,776 100% $26,498 100% $30,267 100%
</TABLE>
The Company's revenues are primarily denominated in U.S. Dollars. However,
revenues and expenses for foreign operations, particularly the Company's German
subsidiary, are usually recorded in the applicable foreign currency and
translated with any applicable foreign exchange adjustments. There were no
foreign exchange transactions or translation gains or losses that were material
to the Company's financial results in either of the three or nine month periods
ended September 30, 1996 and 1995. In addition, during these periods the
Company's financial results were not materially affected by inflation.
Total costs and expenses increased to 101% of net revenues in the third
quarter of 1996 from 81% of net revenues in the same quarter of 1995. For the
nine months ended September 30, 1996 total costs and expenses increased to 96%
of net revenues from 84% of net revenues during the same period in 1995. During
this period, revenue decreased 23% on a quarterly comparative basis and 12% on a
nine month comparative basis. As a percentage of revenue, the 20 percentage
point quarterly comparative increase in total costs and expenses consisted of an
approximate 3 percentage point increase in the cost of revenues and a 17
percentage point increase in operating expenses. As a percentage of revenue, the
12 percentage point nine month comparative increase in total costs and expenses
consisted of a 3 percentage point increase in the cost of revenues and a 9
percentage point increase in operating expenses. These items are discussed
below. The Company's headcount totaled 243 at the end of September 1996 as
compared to 263 at the end of September 1995. The decrease in average headcount
in 1996 contributed to the Company's reduction in its total operating expenses,
in absolute dollars, during the 1996 periods. The Company's headcount had
increased slightly to 245 as of November 8, 1996.
Gross profit margin decreased to approximately 82% in the third quarter of
1996 from 85% in the third quarter of 1995. For the nine months ended September
30, 1996 gross profit margin decreased to approximately 83% from 86% during the
comparable period of 1995. The decreases were primarily attributable to a shift
in the Company's overall product mix toward lower margin products which included
the Company's low to mid-range product lines, increased pricing pressures, and,
to a lesser extent, to the lack of the benefit achieved through economies of
scale, which usually occur with increasing revenues, as was the case during the
three and nine month periods of 1995. Softdesk continues to monitor and react to
market events and developments in an attempt to improve its gross margin levels.
Selling and marketing expenses, which include distribution, marketing, and
training, represented 45% of net revenues in the third quarter of 1996 and 42%
of net revenues during the first nine months of 1996 as compared to
approximately 35% of net revenues in each of the comparable 1995 periods. Total
selling and marketing expenses decreased 3% in the third quarter of 1996 and
increased 6% in the first nine months ended September 30, 1996 from their totals
in the comparable periods of 1995. The decrease in the comparative quarterly
expense total was primarily a result of a reduced average headcount and a
decrease in total commission expense during the
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third quarter of 1996. The increase in the comparative nine month expense total
resulted from increased trade shows, public relations and advertising expenses,
as well as personnel expenses. As the Company attempts to expand its sales and
marketing programs during the next year, in an effort to increase its market
share and revenues, increased expenditures in sales and marketing may occur.
Product development expenses, which consist primarily of developers' wages and
benefits, represented 28% of net revenues in both the third quarter of 1996 and
the first nine months of 1996 as compared to 24% of net revenues in the third
quarter of 1995 and 25% in the first nine months of 1995. Total product
development expenses decreased 10% in the third quarter of 1996 and they
decreased 1% in the first nine months of 1996 from their totals in the
comparable periods of 1995. The decreases in product development expenses were
primarily a result of a lower average headcount and less subcontractor labor
during the 1996 periods, as compared to the similar periods in 1995. There were
no capitalized product development costs, as determined in accordance with
Statement of Financial Accounting Standards No. 86 in either the 1996 or the
1995 periods. The Company may increase its product development expenses or make
acquisitions of third party technologies during the next twelve months to keep
pace with the technological needs of the marketplace, to improve and expand the
Company's product lines and to respond to its customers' needs.
General and administrative expenses, which include the costs of the Company's
corporate finance, human resource and administrative functions, represented 10%
of net revenues for the third quarter of 1996 and 9% of the 1996 nine month net
revenues, as compared to 7% of net revenues in each of the comparable periods in
1995. Total G&A expenses increased 3% in the third quarter of 1996 and
approximately 14% in the first nine months of 1996 from their respective totals
in the comparable periods in 1995. The increases in G&A expenses were primarily
due to increased salaries, bad debt expense and higher professional fees. These
increases were somewhat offset by savings generated by the continued
centralization and consolidation of administrative functions on a company-wide
basis. Additional resources may be invested in the general and administrative
areas as required by the Company's future growth.
The Company recorded a non-recurring charge of $957,000 in the nine months
ended September 30, 1995. This charge represented a write-off of purchased
research and development relating to its acquisitions in the second quarter of
1995 and the Company's periodic assessment of its realizable purchased product
development. There was no such charge during 1996.
Net interest income decreased 7% in the third quarter of 1996 and decreased
17% in the nine months ended September 30, 1996 as compared to the applicable
periods in 1995. The net decreases were primarily due to lower cash balances
earning interest during the 1996 periods as well as to higher interest expense
in the first nine months of 1996 as compared to the comparable 1995 period,from
a mortgage related to the purchase of facility space in Germany. This mortgage
was retired at the end of June 1996.
The Company's consolidated provision for income taxes decreased 99% in the
third quarter of 1996 as compared to the third quarter of 1995 and it decreased
76% in the first nine months of 1996 as compared to the same period in 1995, due
to the decreased pretax earnings in the applicable periods of 1996. The
Company's effective income tax rate decreased to approximately 38% in each of
the 1996 periods from 45% in the third quarter of 1995 and 42% in the first nine
months of 1995 primarily due to the level of foreign tax provisions and the
taxability of certain of the 1995 non recurring charges included in the
accompanying statements of income.
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<PAGE>
The Company's net income in the third quarter of 1996 was $19,000, or $.00 per
share, as compared to net income in the third quarter of 1995 of $1,181,000, or
$.19 per share. Net income for the nine months ended September 30, 1996 totaled
$867,000, or $.14 per share, as compared to $3,058,000, or $.50 per share for
the nine months ended September 30, 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company is currently satisfying its operating cash requirements from its
existing cash balances. As of September 30, 1996, the Company had cash, cash
equivalents, short and long term investments of $13,211,000 as compared to
$17,190,000 at December 31, 1995.
The decrease in total cash and investments during the nine months ended
September 30, 1996 was attributable primarily to the Company's payment of income
taxes ($1,680,000), the net investment in capital assets ($1,545,000), the
retirement of a mortgage on a facility in Germany ($1,227,000), the completion
of a software licensing contract including prepaid royalties ($830,000), and, to
a lesser extent, funds used to complete the SOFT-TECH acquisition. During the
nine months ended September 30, 1996 the Company received $231,000 from the
exercise of stock options and reduced its net accounts receivable by
approximately $1,104,000.
The purchase of property and equipment was primarily related to the addition
of facility space, computer equipment and software including a new corporate MIS
and telecommunication system. Planned future capital expenditures are not
expected to have an overall material effect on the Company's cash position or
its operations during the next 12 months.
During the first nine months of 1996 and 1995 the Company invested its cash
reserves mainly in debt securities, with maturities of less than 2 years, issued
by the U.S. treasury, other U.S. government agencies and political subdivisions
of the states and municipalities. The Company expects to continue similar
conservative investment policies in the future. The Company believes that its
existing cash, investments and projected funds from operations will satisfy the
Company's working capital and operating needs for at least the next 12 months.
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<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11.1 Computation of Per Share Earnings.
Exhibit 27 Financial Data Schedule (EDGAR)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended
September 30, 1996 or subsequently through the date of this report.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOFTDESK, INC.
Date: November 8, 1996 By: /s/ David C. Arnold
--------------------------------
DAVID C. ARNOLD,
PRESIDENT & CHIEF EXECUTIVE OFFICER
Date: November 8, 1996 By: /s/ John A. Rogers
--------------------------------
JOHN A. ROGERS,
VICE PRESIDENT, FINANCE
AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)
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<PAGE>
EXHIBIT INDEX
-------------
PAGE
----
11.1 Computation of Per Share Earnings 15
27 Financial Data Schedule (EDGAR) 16
-14-
<PAGE>
EXHIBIT 11.1
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- -------------------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 1996 1995 1996 1995
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Common Stock 6,004 5,955 5,997 5,935
Common equivalent shares resulting
from stock options issued
(treasury stock method) 18 256 49 221
------ ------ ------ ------
Total 6,022 6,211 6,046 6,156
====== ======= ====== =======
Net income applicable to common
stock $ 19 $1,181 $ 867 $3,058
====== ====== ====== ======
Net income per common stock $ 0.00 $ 0.19 $ 0.14 $ 0.50
====== ====== ====== ======
</TABLE>
1
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,214
<SECURITIES> 8,143
<RECEIVABLES> 9,956
<ALLOWANCES> 0
<INVENTORY> 614
<CURRENT-ASSETS> 24,115
<PP&E> 5,376
<DEPRECIATION> 4,717
<TOTAL-ASSETS> 32,271
<CURRENT-LIABILITIES> 6,885
<BONDS> 0
0
0
<COMMON> 60
<OTHER-SE> 25,356
<TOTAL-LIABILITY-AND-EQUITY> 32,271
<SALES> 8,262
<TOTAL-REVENUES> 8,262
<CGS> 1,514
<TOTAL-COSTS> 8,338
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 31
<INCOME-TAX> 12
<INCOME-CONTINUING> 19
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
