<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 MARCH 31, 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)
<TABLE>
<S> <C>
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)
</TABLE>
(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 March 31, 1997:
<TABLE>
<CAPTION>
OUTSTANDING
CLASS MARCH 31, 1997
----- --------------
<S> <C>
Common Stock, no par value 2,937,496
</TABLE>
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 MARCH 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
- --------------------------------------------------------------------------------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - 3
As of March 31, 1997 and December 31, 1996
Condensed Consolidated Statements of Operations - 4
Three months ended March 31, 1997 and 1996
Condensed Consolidated Statements of Cash Flows - 5
Three months ended March 31, 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 6. Exhibits and Reports on Form 8-K 11
- --------------------------------------------------------------------------------
SIGNATURES 12
- --------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 505,000 $ 689,611
Short term investments 1,129,400 1,639,065
Accounts receivable, less allowance for doubtful accounts 1,494,760 1,500,051
Refundable income taxes 400,669 400,669
Prepaid expenses and other assets 176,390 215,819
----------- -----------
Total current assets 3,706,219 4,445,215
Property and equipment, net 1,121,762 1,152,302
Acquired technology and software development costs, net 845,694 903,346
Other assets 212,582 208,384
----------- -----------
$ 5,886,257 $ 6,709,247
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable 459,974 344,266
Accrued and other current liabilities 335,328 595,252
Deferred revenue 1,816,464 1,475,273
----------- -----------
Total current liabilities 2,611,766 2,414,791
----------- -----------
Shareholders' equity:
Common stock 4,987,197 4,921,208
Unrealized gain on investments 40,400 -
Accumulated deficit (1,753,106) (626,752)
----------- -----------
Total shareholders' equity 3,274,491 4,294,456
----------- -----------
$ 5,886,257 $ 6,709,247
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements
Page 3
<PAGE> 4
ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Revenue:
Product license fees $ 431,678 $ 327,618
Product maintenance fees 862,205 914,842
Consulting services 35,051 226,136
----------- -----------
Total revenue 1,328,934 1,468,596
Cost of revenue 230,290 301,780
----------- -----------
Gross profit 1,098,644 1,166,816
----------- -----------
Operating expenses:
Research and development 696,264 399,902
Sales and marketing 1,170,545 581,953
General and administrative 357,603 321,082
----------- -----------
Total operating expenses 2,224,412 1,302,937
----------- -----------
Operating loss (1,125,768) (136,121)
----------- -----------
Other income (expense):
Interest income, net 2,774 32,946
Foreign exchange loss, net (2,280) (37,326)
----------- -----------
Total other income (expense) 494 (4,380)
----------- -----------
Loss before income taxes (1,125,274) (140,501)
Income tax expense (benefit) 1,080 (34,828)
----------- -----------
Net loss $(1,126,354) $ (105,673)
=========== ===========
Net loss per share $ (0.39) $ (0.04)
=========== ===========
Shares used in computing net loss per share 2,924,226 2,824,187
=========== ===========
</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>
Three months ended
March 31,
-----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,126,354) $ (105,673)
Adjustments to reconcile net loss to net cash (used for)
provided by operating activities:
Depreciation and amortization 172,286 124,774
Changes in operating assets and liabilities:
Accounts receivable, net 5,291 219,336
Refundable income taxes - (39,188)
Prepaid expenses and other assets 35,231 (21,222)
Trade accounts payable 115,708 123,640
Accrued and other liabilities (259,924) (326,106)
Deferred revenue 341,191 101,601
----------- -----------
Net cash provided (used for) by operating activities (716,571) 77,162
----------- -----------
Cash flows from investing activities:
Short-term investments, net 550,065 318,727
Capitalization of software development costs (32,520) (189,574)
Purchases of property and equipment (51,574) (37,518)
----------- -----------
Net cash provided by investing activities 465,971 91,635
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of stock 65,989 10,108
----------- -----------
Net (decrease) increase in cash and cash equivalents (184,611) 178,905
Cash and cash equivalents at beginning of period 689,611 2,124,525
----------- -----------
Cash and cash equivalents at end of period $ 505,000 $ 2,303,430
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements
Page 5
<PAGE> 6
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 March 31, 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 commercial paper and U.S. Treasury
notes as "held to maturity." All such investments mature in less than one year
and are stated at amortized cost, which approximates fair value. Interest income
is recorded using an effective interest rate, with the associated discount or
premium amortized to interest income.
Additionally, 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.
Page 6
<PAGE> 7
ENLIGHTEN SOFTWARE SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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.
5. Acquired Technology and Software Development Costs
A summary of acquired technology and software development costs as of March 31,
1997 and December 31, 1996 follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
<S> <C> <C>
Acquired technology $ 475,000 $ 475,000
Software development costs 1,545,253 1,512,733
---------- ----------
2,020,253 1,987,733
---------- ----------
Less accumulated amortization:
Acquired technology 348,124 334,999
Software development costs 826,435 749,388
---------- ----------
1,174,559 1,084,387
---------- ----------
$ 845,694 $ 903,346
========== ==========
</TABLE>
6. Recent Accounting Pronouncements
The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards 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 March 31, 1997, basic EPS and diluted EPS would not have
been significantly different from the reported net loss per share.
Page 7
<PAGE> 8
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 market. 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
<PAGE> 9
RESULTS OF OPERATIONS
Total revenue. Revenue for the first quarter of 1997, totaled $1,329,000, a
10% decrease when compared to the same quarter in 1996. Product license fees
increased, while revenue from maintenance fees and consulting services decreased
over the same quarter of the prior year.
Product license fees increased by $104,000, or 32%, in the first quarter of
1997 when compared to the same quarter of 1996. The increase is primarily due to
the Company's UNIX product line which generated license fees of $60,000, or 14%
of the first quarter's license fees. There were no comparable UNIX product line
revenues in the prior quarter. License fees from the Company's Tandem product
line increased by $42,000, or 13%, when compared to the first quarter in 1996.
Revenue from consulting services decreased by $191,000, or 85%, in the
first quarter of 1997 when compared to the same quarter of 1996. The decrease is
due to a reduced level of Tandem-related services projects. 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 decreased by $71,000, or 24%, in the first
quarter of 1997 when compared to the same quarter in 1996. 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 and an increase in
revenue from products with higher royalty rates. The increase in amortization is
a result of the release of various internally developed products, most notably
version 2.0 of ENlighten for UNIX - Distributed Systems ManagerTM ("DSM") during
mid-1996. Gross research and development costs increased $139,000, or 24%. The
remaining increase is due to a reduction in capitalized software development
costs.
Research and development. Research and development expenditures increased
by $296,000, or 74%, in the first quarter of 1997, compared with same quarter in
1996. Gross research and development costs increased $139,000, or 24%. The
remaining increase is due to a reduction in capitalized software development
costs. The increase in net research and development is attributable to the use
of short-term contractors in the continued development of the Company's DSM
product. During the first quarter of 1997, the Company released DSM version 2.1
and delivered its planned release of a DSM port to the Digital Equipment
Corporation ("DEC") platform. Additionally, the Company neared completion of the
port of DSM to Microsoft Windows NT, due for general availability in the second
quarter 1997. Due to these rapid increased demands on the engineering staff,
contractors were used during the first quarter of 1997. While necessary to fill
immediate needs, the use of third party contractors is more expensive than full
time employee equivalents. The Company expects research and development
expenditures to remain higher, both in total dollars and as a percentage of
revenue, throughout 1997 when compared to 1996.
Sales and marketing. Sales and marketing expenses increased by $588,000,
or 101%, during the first quarter of 1997 compared to the same quarter of 1996.
This increase is mainly attributable to an increase in 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. Sales and marketing expenses in the first quarter
of 1996 reflected lower personnel costs due to a reduction in force in January
1996.
Page 9
<PAGE> 10
General and administrative. General and administrative expenses increased
by $37,000, or 11%, for the first quarter of 1997 when compared to the same
quarter of 1996. The increase in expenses was due to increases in personnel and
related overhead.
Provision for income taxes. The Company recognized a tax benefit of $35,000
in the first quarter of 1996. A tax benefit was recognized due to the Company's
ability to recover previously paid income taxes. The tax expense for the first
quarter of 1997 results from tax expense related to foreign jurisdictions.
Net loss. Net loss was $1,126,000 in the first quarter of 1997, compared to
a net loss of $106,000 in the same quarter in 1996. The net loss per share was
$.39, based on 2,924,000 shares outstanding in the first quarter of 1997,
compared to a loss per share of $.04, based on 2,824,000 shares outstanding, in
the same quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 1997 the Company's operating activities
used cash of $717,000, compared to cash provided by operating activities of
$77,000 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
$466,000 for the three months ended March 31, 1997, compared with cash provided
of $92,000 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 three months ended March 31, 1997, when compared to the same
period in 1996.
Financing activities provided cash of $66,000 in the three months ended
March 31, 1997, compared with using cash of $10,000 for the same period in the
prior year. The change is due to an increased level of funds provided by
employee option exercises and reduced debt payments.
As of March 31, 1997, the Company had cash, cash equivalents, and
short-term investments of $1,634,000, compared to $3,305,000 at March 31, 1996,
and working capital of $1,094,000, compared to working capital of $2,470,000 at
March 31, 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 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 June 30, 1997.
Page 10
<PAGE> 11
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
FORM 10-QSB, MARCH 31, 1997
PART II: OTHER INFORMATION
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 March 31, 1997, the Company did not file
any reports on Form 8-K.
ITEMS 1, 2, 3, 4, AND 5 HAVE BEEN OMITTED AS THEY ARE NOT APPLICABLE.
Page 11
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ENLIGHTEN SOFTWARE SOLUTIONS, INC.
FORM 10-QSB, MARCH 31, 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
Page 12
<PAGE> 13
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
FORM 10-QSB, MARCH 31, 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>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 505,000
<SECURITIES> 1,129,400
<RECEIVABLES> 1,494,760
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,706,219
<PP&E> 2,499,477
<DEPRECIATION> 1,377,715
<TOTAL-ASSETS> 5,886,257
<CURRENT-LIABILITIES> 2,611,766
<BONDS> 0
0
0
<COMMON> 4,987,197
<OTHER-SE> 40,400
<TOTAL-LIABILITY-AND-EQUITY> 5,886,257
<SALES> 1,328,934
<TOTAL-REVENUES> 1,328,934
<CGS> 230,290
<TOTAL-COSTS> 230,290
<OTHER-EXPENSES> 2,224,412
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,125,274)
<INCOME-TAX> 1,080
<INCOME-CONTINUING> (1,126,354)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,126,354)
<EPS-PRIMARY> (0.39)
<EPS-DILUTED> (0.39)
</TABLE>
