<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-23446
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
----------------------------------
(Exact Name as registrant specified in its charter)
CALIFORNIA 94-3008888
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
999 BAKER WAY, FIFTH FLOOR, SAN MATEO, CALIFORNIA 94404
- -------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
(415) 578-0700
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of June 30, 1997:
OUTSTANDING
CLASS JUNE 30, 1997
----- -------------
Common Stock, no par value 2,938,124
This is Page 1 of 14 Pages.
The Index to Exhibits begins on Page 13
<PAGE> 2
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED JUNE 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
- --------------------------------------------------------------------------------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - 3
As of June 30, 1997 and December 31, 1996
Condensed Consolidated Statements of Operations - 4
Three months ended June 30, 1997 and 1996, and
Six months ended June 30, 1997 and 1996
Condensed Consolidated Statements of Cash Flows - 5
Six months ended June 30, 1997 and 1996
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
- --------------------------------------------------------------------------------
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submissions of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
- --------------------------------------------------------------------------------
SIGNATURES 12
- --------------------------------------------------------------------------------
</TABLE>
Page 2
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 208,564 $ 689,611
Short term investments 712,104 1,639,065
Accounts receivable, less allowance for doubtful accounts 1,092,636 1,500,051
Refundable income taxes 400,669 400,669
Prepaid expenses and other assets 193,517 215,819
----------- -----------
Total current assets 2,607,490 4,445,215
Property and equipment, net 1,050,924 1,152,302
Acquired technology and software development costs, net 785,256 903,346
Other assets 217,581 208,384
----------- -----------
$ 4,661,251 $ 6,709,247
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 259,168 $ 344,266
Accrued and other current liabilities 346,801 595,252
Deferred revenue 1,467,190 1,475,273
----------- -----------
Total current liabilities 2,073,159 2,414,791
----------- -----------
Shareholders' equity:
Common stock 5,014,741 4,921,208
Unrealized gain on investments 26,104 --
Accumlated deficit (2,452,753) (626,752)
----------- -----------
Total shareholders' equity 2,588,092 4,294,456
----------- -----------
$ 4,661,251 $ 6,709,247
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements
Page 3
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ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
---------------------------- ----------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue:
Product license fees $ 540,952 $ 167,402 $ 972,630 $ 495,020
Product maintenance fees 846,687 861,024 1,708,892 1,775,866
Consulting services 40,711 90,405 75,762 316,541
----------- ----------- ----------- -----------
Total revenue 1,428,350 1,118,831 2,757,284 2,587,427
Cost of revenue 235,636 221,692 465,926 523,472
----------- ----------- ----------- -----------
Gross profit 1,192,714 897,139 2,291,358 2,063,955
----------- ----------- ----------- -----------
Operating expenses:
Research and development 541,888 442,744 1,238,152 842,646
Sales and marketing 947,271 650,079 2,117,816 1,232,032
General and administrative 445,113 333,940 802,716 655,022
----------- ----------- ----------- -----------
Total operating expenses 1,934,272 1,426,763 4,158,684 2,729,700
----------- ----------- ----------- -----------
Operating loss (741,558) (529,624) (1,867,326) (665,745)
----------- ----------- ----------- -----------
Other income (expense):
Interest income net of interest expense 32,234 38,736 35,008 71,682
Foreign exchange gain (loss), net 9,677 (19,140) 7,397 (56,466)
----------- ----------- ----------- -----------
Total other income 41,911 19,596 42,405 15,216
----------- ----------- ----------- -----------
Loss before income taxes (699,647) (510,028) (1,824,921) (650,529)
Income tax expense (benefit) 0 (123,408) 1,080 (158,236)
----------- ----------- ----------- -----------
Net loss $ (699,647) $ (386,620) $(1,826,001) $ (492,293)
=========== =========== =========== ===========
Net loss per share $ (0.24) $ (0.13) $ (0.62) $ (0.17)
=========== =========== =========== ===========
Shares used in computing net loss per share 2,937,810 2,894,144 2,931,018 2,860,637
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements
Page 4
<PAGE> 5
ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
June 30,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,826,001) $ (492,293)
Adjustments to reconcile net loss to net cash used for
operating activities:
Depreciation and amortization 358,431 248,079
Changes in operating assets and liabilities:
Accounts receivable, net 407,415 583,717
Refundable income taxes -- (164,391)
Prepaid expenses and other assets 13,105 (30,569)
Trade accounts payable (85,098) 89,378
Accrued and other liabilities (248,451) (374,862)
Deferred revenue (8,083) (141,514)
----------- -----------
Net cash used for operating activities (1,388,682) (282,455)
----------- -----------
Cash flows from investing activities:
Short-term investments, net 953,065 (756,772)
Capitalization of software development costs (66,449) (313,895)
Purchases of property and equipment (72,514) (104,766)
----------- -----------
Net cash provided by (used for)
investing activities 814,102 (1,175,433)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of stock 93,533 234,018
----------- -----------
Net decrease in cash and cash equivalents (481,047) (1,223,870)
Cash and cash equivalents at beginning of period 689,611 2,124,525
----------- -----------
Cash and cash equivalents at end of period $ 208,564 $ 900,655
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements
Page 5
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ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The Consolidated Financial Statements of ENlighten Software Solutions, Inc. and
Subsidiary (the "Company") included in the Company's Form 10-KSB for the year
ended December 31, 1996 contain additional information about the Company, its
operations, and its financial statements and accounting practices, and should be
read in conjunction with this Quarterly Report on Form 10-QSB. These unaudited
condensed consolidated financial statements have been prepared in accordance
with the instructions for Form 10-QSB and therefore certain information and
footnote disclosures normally contained in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted.
The accompanying unaudited condensed consolidated financial statements of the
Company reflect all adjustments of a normal recurring nature which are, in the
opinion of management, necessary to present a fair statement of the financial
position as of June 30, 1997, and the results of operations and cash flows for
the interim periods presented.
2. Revenue Recognition
Product license fees are recognized after the following events have occurred: a
product evaluation has been shipped to the customer; the customer elects to
purchase the software following an evaluation period; the customer signs the
related contract; and collection of the sales price is probable. Product
maintenance fees committed as part of new product licenses and maintenance
resulting from renewed maintenance contracts are deferred and recognized ratably
over the contract period, generally one year. Consulting service revenue is
recognized when services are performed for time and material contracts and on a
percentage of completion basis for fixed price contracts.
3. Cash and Cash Equivalents
The Company considers all liquid investments purchased with an original maturity
of three months or less to be cash equivalents.
The Company has classified its investments in preferred stock as
"available-for-sale." Such investments are recorded at fair market value based
on quoted market prices, with unrealized gains and losses reported as a separate
component of stockholders' equity.
4. Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated on the
straight-line basis over the estimated useful lives of the assets, generally
five years. Leasehold improvements are amortized on a straight-line basis over
the lease term or the estimated useful life of the asset, whichever is less.
Page 6
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ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. Acquired Technology and Software Development Costs
A summary of acquired technology and software development costs as of June 30,
1997 and December 31, 1996 follows:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---------- -----------
<S> <C> <C>
Acquired technology $ 475,000 $ 475,000
Software development costs 1,579,182 1,512,733
---------- ----------
2,054,182 1,987,733
---------- ----------
Less accumulated amortization:
Acquired technology 361,249 334,999
Software development costs 907,677 749,388
---------- ----------
1,268,926 1,084,387
---------- ----------
$ 785,256 $ 903,346
========== ==========
</TABLE>
6. Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) recently issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No.
128 requires the presentation of basic earnings per share ("EPS") and, for
companies with complex capital structures or potentially dilutive securities,
such as convertible debt, options and warrants, diluted EPS. SFAS No. 128 is
effective for annual and interim periods ending after December 31, 1997. Had
SFAS No. 128 been effective for the quarter ended June 30, 1997, basic EPS and
diluted EPS would not have been significantly different from the reported net
loss per share.
The FASB also recently issued SFAS No. 130, "Reporting Comprehensive Income" and
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 130 and No. 131 are both effective for fiscal 1998. The
Company is currently evaluating the impact of these statements on the financial
statements.
Page 7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis Of Financial Condition and
Results Of Operations includes a number of forward-looking statements which
reflect the Company's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties, including those discussed below, that could cause actual results
to differ materially from historical results or those anticipated. In this
report, the words "anticipates", "believes", "expects", "intends", "future", and
similar expressions identify forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof.
OVERVIEW
ENlighten Software Solutions, Inc. develops, markets, and supports
software products designed to automate the management of computer systems used
by some of the world's largest companies in banking, finance,
telecommunications, health care, information technology, and other major
industries. ENlighten Software offers systems management and administration
solutions for the UNIX and NT, as well as the Tandem systems markets. The
Company's product solutions allow companies to manage their information systems
by enabling systems managers and administrators to control their systems from
diverse platforms such as Sun Microsystems, IBM, Hewlett-Packard, Silicon
Graphics, Digital Equipment Corporation, Santa Cruz Operation (SCO), and
Microsoft Windows NT. The Company develops software products internally and
enhances and packages other software products it acquires.
The following statements regarding the Company's future revenues,
expenses, and net income are forward-looking statements, and actual results may
vary substantially depending upon a variety of factors described in this
paragraph and elsewhere in this report.
The Company intends to continue expansion of its market presence
through hiring additional staff, diversifying its product line, and/or adding
features to existing products. This may require the Company to incur substantial
additional operating expenses prior to its receipt of material additional
revenues, if any, resulting from those expenditures. The Company expects that
these expenses will be incurred prior to earning any related revenue and,
therefore, may adversely affect the Company's quarterly net income in future
periods.
VARIABILITY OF QUARTERLY RESULTS
The Company has experienced significant quarterly fluctuations in
operating results and expects that these fluctuations will continue in future
periods. These fluctuations have been caused by a number of factors, including
the timing of new product or product enhancement introductions by the Company or
its competitors, purchasing patterns of its customers, size and timing of
individual orders, the rate of customer acceptance of new products, and pricing
and promotion strategies undertaken by the Company or its competitors. Future
operating results may fluctuate as a result of these and other factors,
including the Company's ability to continue to develop, acquire, and introduce
new products on a timely basis. Additionally, the Company's operating results
may be influenced by seasonality (principally in Europe where sales are
typically lower in the summer months) and overall trends in the global economy.
Because the Company operates with a relatively small backlog, quarterly sales
and operating results generally depend on the volume and timing of orders
received during the quarter, which are difficult to forecast.
Page 8
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RESULTS OF OPERATIONS
Total revenue. Revenue for the second quarter of 1997, totaled
$1,428,000, a 28% increase when compared to the same quarter in 1996. Total
revenue for the six months ended June 30, 1997, increased 7% to $2,757,000, from
the same period in 1996. Product license fees increased significantly, while
revenue from maintenance fees and consulting services decreased over the same
periods of the prior year.
Product license fees increased by $374,000, or 223%, in the second
quarter of 1997 and increased by $478,000, or 96%, for the six months ended June
30, 1997, when compared to the same periods of 1996. The increase is primarily
due to the Company's UNIX product, ENlighten for UNIX - Distributed Systems
ManagerTM ("DSM"), which generated license fees of $257,000 and $317,000 in the
second quarter of 1997 and the six months ended June 30, 1997, respectively.
There were no comparable DSM revenues in the first six months of 1996. In the
second quarter and the first six months of 1997, DSM revenue represented 48% and
33%, respectively, of total product license fees. All other products combined
increased by $117,000, or 70%, and $161,000, or 33%, for the second quarter of
1997 and the six months ended June 30, 1997, respectively, when compared to the
same periods of 1996.
Revenue from consulting services decreased by $50,000, or 55%, in the
second quarter of 1997 and decreased by $241,000, or 76%, for the six months
ended June 30, 1997 when compared to the same periods in 1996. The decrease is
due to a restructuring of the services division that resulted in the termination
of high level custom development services projects by the end of the first
quarter of 1996. The Company expects continued decreasing consulting service
revenue as it restructures its service division to focus on service projects
closely related to its product lines, as opposed to tailored development
projects.
Cost of revenue. Cost of revenue increased by $14,000, or 6%, in the
second quarter of 1997 when compared to the same quarter in 1996. For the six
months ended June 30, 1997, cost of revenue decreased by $58,000, or 11%. This
decrease is attributable to a decrease in costs associated with consulting
services. Costs of consulting services were reduced commensurate with the
decrease in consulting revenue. The decrease in consulting services costs was
partially offset by an increase in third party royalties and amortization
related to capitalized costs from internally developed software. The increase in
third party royalties relates to the overall increase in product license fees.
The increase in amortization is a result of the release of various internally
developed products, most notably version 2.0 DSM during mid-1996.
Research and development. Research and development expenditures
increased by $99,000, or 22%, in the second quarter of 1997, compared with same
quarter in 1996. Gross research and development costs increased by $9,000, or
2%, while capitalized software development costs decreased by $90,000. For the
six months ended June 30, 1997, research and development costs increased by
$396,000, or 47%. The increase is a result of a $148,000 increase in gross
research and development costs and a $248,000 reduction in capitalized software
development costs. The increase in gross research and development costs is
attributable to the use of short-term contractors in the continued development
of the Company's DSM product. During the first half of 1997, the Company
released DSM version 2.1, delivered its planned release of a DSM port to the
Digital Equipment Corporation ("DEC") platform, and completed the port of DSM to
Microsoft Windows NT. Due to these rapid increased demands on the engineering
staff, contractors were used during the first half of 1997. While necessary to
fill immediate needs, the use of third party contractors is more expensive than
full time employee equivalents.
Sales and marketing. Sales and marketing expenses increased by
$297,000, or 46%, during the second quarter of 1997 compared to the same quarter
of 1996, and $886,000, or 72%, year to date through June 30, 1997. This increase
is mainly attributable to an increase in
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sales and marketing personnel. Worldwide sales and marketing personnel-related
costs increased due to the Company's reconstruction of its sales and marketing
division, including senior management positions, and an increase to its direct
sales force in the United States and Europe. Additionally sales and marketing
expenses in the first half of 1996 reflected lower personnel costs due to a
reduction in force in January 1996.
General and administrative. General and administrative expenses
increased by $111,000, or 33%, for the second quarter of 1997 when compared to
the same quarter of 1996. For the six month period ended June 30, 1997, general
and administrative expenses increased by $148,000, or 23%. The increase in
expenses was due to an increase in legal fees related to legal proceedings
against a third party developer described in the Company's Form 10-KSB for the
year ended December 31, 1996.
Provision for income taxes. The Company recognized a tax benefit of
$123,000 and $158,000 in the second quarter of 1996 and for the six months ended
June 30, 1996, respectively. A tax benefit was recognized due to the Company's
ability to recover previously paid income taxes and no similar tax benefit
exists during 1997. The tax expense for the six month period ended June 30, 1997
results from tax expense related to foreign jurisdictions.
Net loss. Net loss was $700,000 in the second quarter of 1997, compared
to a net loss of $387,000 in the same quarter in 1996. The net loss was
$1,826,000 for the six months ended June 30, 1997, compared to a net loss of
$492,000 in the same period in 1996. The net loss per share was $.24, based on
2,938,000 weighted average shares outstanding in the second quarter of 1997,
compared to a loss per share of $.13, based on 2,894,000 weighted average shares
outstanding, in the same quarter of 1996. The net loss per share was $.62, based
on 2,931,000 weighted average shares outstanding for the six months ended June
30, 1997, compared to a loss per share of $.17, based on 2,861,000 weighted
average shares outstanding, in the same period in 1996.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1997 the Company's operating activities
used cash of $1,389,000, compared to cash used by operating activities of
$282,000 in the same period of the prior year. The change is principally related
to an increased net loss.
The Company's investing activities have consisted primarily of sales of
short-term investments, capitalization of software development costs, and
expenditures for capital equipment. Investing activities provided cash of
$814,000 for the six months ended June 30, 1997, compared with using cash of
$1,175,000 in same period in 1996. The change is due to an increase in sales of
short-term investments and a decrease in capitalization of software development
costs during the six months ended June 30, 1997, when compared to the same
period in 1996.
Financing activities provided cash of $94,000 in the six months ended
June 30, 1997, compared with providing cash of $234,000 for the same period in
the prior year. The change is primarily due to decreased employee option
exercises.
As of June 30, 1997, the Company had cash, cash equivalents, and
short-term investments of $921,000, compared to $2,978,000 at June 30, 1996, and
working capital of $534,000, compared to working capital of $2,237,000 at June
30, 1996.
The Company is currently leasing approximately 17,000 square feet of
office space in San Mateo, California, under a lease expiring in April 2001. The
Company is currently negotiating a sublease for approximately 4,300 square feet
of its office space in San Mateo.
The Company believes that its existing sources of liquidity and
anticipated funds from operations will satisfy the Company's projected working
capital and capital expenditure requirements through at least through December
31, 1997.
Page 10
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ENLIGHTEN SOFTWARE SOLUTIONS, INC.
FORM 10-QSB, JUNE 30, 1997
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
In January 1997, the Company was served with two complaints and demands for
arbitration from TRIicon Solutions, Inc. ("TSI"). In the first complaint, TSI
requested arbitration in order to confirm the termination of a distribution
agreement entered into by and between the Company and TSI in August 1993. The
Company filed a response and counter-claim in February 1997 asserting the
termination by TSI was improper and a breach of contract for which it seeks
compensation from TSI. In the second complaint, TSI requested arbitration in
order to confirm the termination of an agreement for use of technology by and
between TSI and the Company entered into in February 1994. The Company filed a
response and counter-claim in February 1997 asserting the termination by TSI
was improper and a breach of contract for which it seeks compensation from TSI.
In June 1997 the parties agreed to mutually terminate the agreement for use of
technology by and between TSI and the Company entered into in February 1994,
and to drop all claims and counter-claims with respect to such agreement. Each
party agreed to bear its own costs associated with this complaint and
counter-claim.
An arbitration hearing before the American Arbitration Association was held in
July 1997 with respect to the distribution agreement entered into by and
between the Company and TSI in August 1993. As of this filing, the arbitrator
has not rendered a decision. Failure to be properly compensated for such
improper termination may have an adverse financial impact on the Company. At
this time, the Company is unable to predict the ultimate outcome of such
arbitration, or the amount of monetary compensation awarded, if any.
Item 4. Submissions of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Company was held on May 20, 1997. The
following matters were submitted to a vote of shareholders:
(a) Election of Directors
<TABLE>
<CAPTION>
Date of Term Votes
Name Expiration Votes Withheld
---- ------------ ----- --------
<S> <C> <C> <C>
Peter J. McDonald 1998 Annual Meeting 2,631,269 82,500
Michael A. Morgan 1998 Annual Meeting 2,631,269 82,500
Peter J. Sprague 1998 Annual Meeting 2,631,269 82,500
Bruce Cleveland 1998 Annual Meeting 2,631,269 82,500
</TABLE>
(b) Stock Option Plan Amendment
A proposal was submitted to approve an amendment to the Company's 1992
Stock Option Plan to increase the maximum number of shares issuable
under the Plan by 500,000 shares, from 1,000,000 shares to 1,500,000,
and to increase by 125,000, from 25,000 to 150,000, the number of
shares that may be issued to any person during any fiscal year of the
Company. Approved by a vote of 1,943,670 shares in favor, 236,851
shares against, 3,550 shares abstaining, and 529,698 of broker
non-votes.
(c) Appointment of Independent Auditors
A proposal to ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending
December 31, 1997. Approved by a vote of 2,684,869 shares in favor,
28,800 shares against, 100 shares abstaining, and no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the accompanying Index of Exhibits on
Page 14 are filed or incorporated by reference as part of this
report. Exhibit numbers 10.1, 10.2, 10.3, 10.14, 10.15, 10.16,
10.21, 10.21.1, 10.22, 10.23, 10.24, 10.25, and 10.26 are
management contracts or compensatory plans or arrangements.
(b) Reports on Form 8-K
During the quarter ended June 30, 1997, the Company did not
file any reports on Form 8-K.
ITEMS 2, 3, AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE.
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ENLIGHTEN SOFTWARE SOLUTIONS, INC.
FORM 10-QSB, JUNE 30, 1997
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ENlighten Software Solutions, Inc.
DATE:_____________________ SIGNATURE: /s/ Peter J. McDonald
-------------------------
Peter J. McDonald
Chief Executive Officer
DATE:_____________________ SIGNATURE: /s/ Michael A. Morgan
-------------------------
Michael A. Morgan
Chief Financial Officer
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ENLIGHTEN SOFTWARE SOLUTIONS, INC.
FORM 10-QSB, JUNE 30, 1997
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.1(1)@ Form of Indemnity Agreement for officers and directors.
10.2(1)@ First Amended and Restated 1992 Stock Option Plan.
10.3(1)@ 1994 Employee Stock Purchase Plan.
10.4(1) Business Loan Agreement and related agreements, dated April 14,
1993, by and between ENlighten Software Solutions, Inc. and
Commercial Center Bank.
10.5(1) Commercial Security Agreement and related agreements, dated
April 14, 1993, by and between ENlighten Software Solutions,
Inc. and Commercial Center Bank.
10.6(1) Loan Agreement and related agreements, dated April 14, 1993, by
and ENlighten Software Solutions, Inc. and Commercial Center
Bank.
10.10(1) Lease, dated January 19, 1989, by and between ENlighten Software
Solutions, Inc. and Mariner's Island Ltd. for 999 Baker Way,
Suite 390, San Mateo, California 94404, and Amendments 1, 2, 3
and 4 thereto.
10.11(1) Lease, dated November 25, 1994, by and between ENlighten
Software Solutions, Ltd. and Cannon Silver Quastel for 6 Eghams
Court, Boston Drive, Bourne End, Bucks, SL8 54S, U.K.
10.12(1) ENlighten Purchase Agreement, dated April 10, 1993, by and
between and ENlighten Software Solutions, Inc. and Steve
Killelea.
10.13(1) Partner Agreement, dated December 29, 1993, by and between
ENlighten Software Solutions, Inc. and Gupta Corporation.
10.14(2)@ Nonqualified Stock Option Agreement, dated January 1, 1993, by
and between ENlighten Software Solutions, Inc. and Kenneth S.
Voss.
10.15(2)@ Nonqualified Stock Option Agreement, dated January 1, 1993, by
and between ENlighten Software Solutions, Inc. and Michael A.
Morgan.
10.16(2)@ Nonqualified Stock Option Agreement, dated January 1, 1993, by
and between ENlighten Software Solutions, Inc. and Michael A.
Morgan.
10.17(3) Software Purchase and Assignment Agreement dated September 9,
1994 by and between Software Professionals and Sierra Software.
10.18(4) Stock Agreement dated December 30, 1994, by and between Software
Professionals, Inc. and Network Partners, Inc.
10.19(5) Software Purchase and Assignment Agreement dated December 30,
1994, by and between ENlighten Software Solutions, Inc., Thomas
Kraus, and Overseers Corporation.
10.20(5) Lease, dated February 24, 1995, by and between ENlighten
Software Solutions, Inc. and Mariner's Island Ltd. for 999 Baker
Way, Suite 500, San Mateo, California 94404.
</TABLE>
Page 13
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.21(6)@ Employment letter and Termination and Change in Control
Agreement, dated March 4, 1996, by and between ENlighten
Software Solutions, Inc. and Byron E. Jacobs.
10.21.1(7)@ Amendment to Employment letter and Termination and Change in
Control Agreement, dated November 6, 1996, by and between
ENlighten Software Solutions, Inc. and Byron E. Jacobs.
10.22(6)@ Nonqualified Stock Option Agreement, dated March 4, 1996, by and
between ENlighten Software Solutions, Inc. and Byron E. Jacobs.
10.23(6)@ Incentive Stock Option Agreement, dated March 4, 1996, by and
between ENlighten Software Solutions, Inc. and Byron E. Jacobs.
10.24(7)@ Termination and Change in Control Agreement, dated April 24,
1996, by and between ENlighten Software Solutions, Inc. and
Michael A. Morgan.
10.25(7)@ Employment letter, dated December 27, 1996, by and between
ENlighten Software Solutions, Inc. and Mark Himelstein.
10.26(7)@ Nonqualified Stock Option Agreement, dated December 27, 1996, by
and between ENlighten Software Solutions, Inc. and Mark
Himelstein.
21.1(5) Subsidiaries of the Company.
</TABLE>
- -------------------------------
(1) Incorporated by reference from exhibits of the same number in the Company's
Registration Statement on Form S-1 (No. 33-75388), which was declared
effective on April 19, 1994.
(2) Exhibits 10.14, 10.15, 10.16 are incorporated by reference from exhibits
4.1, 4.2, and 4.3, respectively, in the Company's Registration Statement on
Form S-1 (No. 33-75388), which was declared effective on April 19, 1994.
(3) Incorporated by reference from an exhibit of the same number in the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1994.
(4) Incorporated by reference from exhibit 2.1 in the Company's Current Report
on Form 8-K dated December 30, 1994.
(5) Incorporated by reference from an exhibit of the same number in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
(6) Incorporated by reference from an exhibit of the same number in the
Company's Quarterly Report on Form 10-QSB for the quarter ended March 31,
1996.
(7) Incorporated by reference from an exhibit of the same number in the
Company's Annual Report on Form 10-KSB for the year ended December 31,
1996.
@ Compensatory or employment arrangement.
Page 14
<TABLE> <S> <C>
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<S> <C>
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0
0
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