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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to ________
COMMISSION FILE NUMBER 0-24720
BUSINESS OBJECTS S.A.
(Exact name of registrant as specified in its charter)
REPUBLIC OF FRANCE NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1, SQUARE CHAPTAL, 92300 LEVALLOIS-PERRET, FRANCE
(Address of principal executive offices)
(408) 953-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes___X___ No________
The number of outstanding shares of each of the issuer's classes of capital or
common stock as of April 30, 2000 was 39,759,163 Ordinary Shares including
383,000 treasury shares of Euro 0.10 nominal value, including 26,309,787
American Depositary Shares (as evidenced by American Depositary Receipts), each
corresponding to one Ordinary Share.
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BUSINESS OBJECTS S.A.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at
March 31, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Income for the
three months ended March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION 21
SIGNATURES 23
</TABLE>
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BUSINESS OBJECTS S.A.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for per share amounts)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $188,482 $176,233
Accounts receivable, net 52,372 53,993
Other current assets 16,184 13,947
-------- --------
Total current assets 257,038 244,173
Property and equipment, net 14,367 13,831
Goodwill, net 11,128 12,556
Other assets 3,007 1,986
-------- --------
Total assets $285,540 $272,546
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,759 $ 11,780
Accrued payroll and related expenses 19,426 23,994
Deferred revenue 34,171 31,849
Other current liabilities 42,742 37,946
-------- --------
Total current liabilities 112,098 105,569
Notes payable - long term 2,924 2,924
Shareholders' equity:
Ordinary shares, Euro 0.10 nominal value
($0.10 U.S. as of March 31, 2000):
Authorized 74,110 at March 31, 2000 and
74,033 at December 31, 1999; Issued and
outstanding - 39,703 at March 31, 2000
and 38,958 at December 31, 1999 4,514 3,522
Additional paid-in capital 131,227 126,026
Treasury stock, 383 shares at March 31,
2000 and December 31, 1999 (4,611) (4,611)
Retained earnings 59,159 52,174
Accumulated other comprehensive income (19,771) (13,058)
-------- --------
Shareholders' equity 170,518 164,053
-------- --------
Total liabilities and shareholders' equity $285,540 $272,546
======== ========
</TABLE>
Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date.
See accompanying notes to Condensed Consolidated Financial Statements.
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BUSINESS OBJECTS S.A.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per ADS and per share data, unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
------- -------
<S> <C> <C>
Revenues:
License fees $45,046 $31,534
Services 27,536 17,974
------- -------
Total revenues 72,582 49,508
Cost of revenues:
License fees 449 815
Services 11,798 8,276
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Total cost of revenues 12,247 9,091
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Gross margin 60,335 40,417
Operating expenses:
Sales and marketing 37,384 25,348
Research and development 8,179 5,996
General and administrative 5,591 4,198
------- -------
Total operating expenses 51,154 35,542
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Income from operations 9,181 4,875
Interest and other income, net 2,461 571
------- -------
Income before provision for income taxes 11,642 5,446
Provision for income taxes (4,657) (2,233)
------- -------
Net income $ 6,985 $ 3,213
======= =======
Net income per ADS and per share- basic $ 0.18 $ 0.09
======= =======
ADS and shares used in computing net income per ADS
& per share- basic 39,280 34,854
------- -------
Net income per ADS and per share- diluted $ 0.16 $ 0.08
======= =======
ADS and shares and common share equivalents used in
computing net income per ADS & per share- diluted 43,900 38,140
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
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BUSINESS OBJECTS S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,985 $ 3,213
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,116 2,728
Amortization of goodwill 1,378 301
Deferred income taxes (2) 4
Changes in operating assets and liabilities:
Accounts receivable 24 8,860
Current and other assets (2,862) (3,023)
Accounts payable 4,453 1,150
Accrued payroll and related expenses (3,908) (1,540)
Deferred revenue 2,981 2,452
Other current liabilities 5,515 (1,362)
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Net cash provided by operating activities 16,680 12,783
Cash flows from investing activities:
Purchases of property and equipment (3,074) (2,007)
Business acquisitions, net of cash acquired (679) (160)
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Net cash used for investing activities (3,753) (2,167)
Cash flows from financing activities:
Issuance of shares 6,193 5,022
--------- --------
Net cash provided by financing activities 6,193 5,022
Effect of foreign exchange rate changes on cash,
cash equivalents and short-term investments (6,871) (6,453)
--------- --------
Net increase in cash and cash equivalents 12,249 9,185
Cash and cash equivalents at the beginning of the period 176,233 71,713
========= ========
Cash and cash equivalents at the end of the period $ 188,482 $ 80,898
========= ========
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
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BUSINESS OBJECTS S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements included herein have
been prepared in accordance with U.S. generally accepted accounting principles.
As permitted by Form 10-Q, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of our financial position, results of
operations, and cash flows for the interim periods presented have been made.
Operating results for the three month period ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. These financial statements should be read in conjunction with
our audited consolidated financial statements and footnotes as included in our
Annual Report on Form 10-K for the year ended December 31, 1999.
2. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying
footnotes. Actual results could differ from those estimates.
3. ACCOUNTS RECEIVABLE
Accounts receivable are stated net of allowances for sales returns and doubtful
accounts of $1,907,000 at March 31, 2000 and $1,650,000 at December 31, 1999.
4. REVENUE RECOGNITION
In accordance with Statement of Position 97-2, "Software Revenue Recognition"
(SOP 97-2), as amended by Statement of Position 98-4, "Deferral of the Effective
Date of a Provision of SOP 97-2" and Statement of Position 98-9, "Modification
of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions", revenue from product licensing fees is recognized when the
product is delivered, all significant contractual obligations have been
satisfied and the resulting receivable is deemed collectible by management.
Service revenue from software maintenance agreements is recognized ratably over
the maintenance period, which in most instances is one year. Other service
revenues, primarily training and consulting, are generally recognized at the
time the service is performed.
5. NET INCOME PER ADS AND PER SHARE
The Company's shares are traded in France as ordinary shares and are traded in
the United States in the form of American Depositary Shares ("ADSs"), with each
ADS representing one ordinary share. Basic net income per ADS and per share is
computed using the weighted-average number of ADSs and ordinary shares
outstanding. Diluted net income per ADS and
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per share is computed using the weighted-average number of ADSs and ordinary
shares outstanding and dilutive options and warrants calculated under the
treasury stock method.
The following table sets forth the computation of basic and diluted net income
per ADS and per share (in thousands, except per ADS and per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
2000 1999
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<S> <C> <C>
Net income .................................................... $ 6,985 $ 3,213
======= =======
Basic- Weighted average ADSs and shares outstanding ........... 39,280 34,854
------- -------
Incremental ordinary shares attributable to shares issuable
under employee stock plans and warrants ....................... 4,620 3,286
------- -------
Diluted- Weighted average ADSs and share outstanding .......... 43,900 38,140
======= =======
Net income per ADS and per share--basic ....................... $ 0.18 $ 0.09
======= =======
Net income per ADS and per share--diluted ..................... $ 0.16 $ 0.08
======= =======
</TABLE>
6. COMPREHENSIVE INCOME/ LOSS
The Company had total comprehensive income of $272,000 for the three month
period ended March 31, 2000 and total comprehensive loss of $598,000 for the
three month period ended March 31, 1999. Total comprehensive income/loss is
calculated by adding the change in the cumulative translation adjustment account
during the period presented to net income for that same period.
7. ACQUISITIONS
During February 2000, the Company participated in a preferred series round of
financing for a privately held software company in which the Company obtained an
interest of less than 20% in exchange for $679,000 in cash. This investment has
been accounted for under the cost method of accounting.
8. CONCENTRATION OF CREDIT RISK
The Company performs credit evaluations of its customers on a worldwide basis.
Allowances for doubtful accounts are reviewed and maintained based upon an
ongoing analysis of the accounts receivable aging. Management believes that the
receivables monitoring process within the Company is adequate and as a result
any such credit loss has been within management expectations.
9. NEW PRONOUNCEMENTS
In December 1999 the SEC issued Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements." Although we are currently evaluating the
potential impact of this bulletin, we do not believe its adoption will
materially change our financial position, results of operations or cash flows.
10. SUBSEQUENT EVENTS
In April 2000 the Company acquired Olap@Work, Inc. (Olap@Work) a privately held
software company based in Ottawa, Canada, for $15 million in cash and notes
payable. Olap@Work develops and markets high-end online analytical processing
reporting tools. The acquisition will be accounted for under the purchase method
of accounting. Approximately $14 million of the purchase price will be allocated
to goodwill and other intangible assets, and will be amortized over useful lives
ranging from 1 to 5 years.
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On May 5, 2000, the Company filed a lawsuit in United States District Court for
the Northern District of California against Cognos, Inc. and Cognos Corporation
(collectively "Cognos"), one of the Company's principal competitors, for alleged
patent infringement. The lawsuit alleges that Cognos infringes the Company's
United States Patent No. 5,555,403 by making, using, offering to sell and
selling its product known as Impromptu. The Company's complaint requests that
the defendants be enjoined from further infringing the patent and seeks an as
yet undetermined amount of damages. We cannot assure you that we will be
successful in achieving the relief sought in this litigation or that, in
response to our lawsuit, the defendants will not file a counterclaim against us.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results could differ
materially from those projected in the forward-looking statements as a result of
certain factors including those described in the line item discussion of our
financial statements set forth below and in the section titled "Risk Factors".
We assume no obligation to update the forward-looking information or such
factors.
OVERVIEW
Business Objects develops, markets and supports e-business intelligence software
for client/server environments, intranets, extranets, and the internet. Using
e-business intelligence, organizations can access, analyze, and share corporate
data for better decision making. Business intelligence software tools are
designed to help companies turn data into useful business information, thereby
leading to increased competitive advantage, new business opportunities, improved
customer service, corporate agility and ultimately, increased revenues and
profit.
In accordance with Statement of Position 97-2, "Software Revenue Recognition"
(SOP 97-2), as amended by Statement of Position 98-4, "Deferral of the
Effective Date of a Provision of SOP 97-2" and Statement of Position 98-9,
"Modification of SOP 97-2, Software Revenue Recognition, With Respect to
Certain Transactions", revenue from product licensing fees is recognized when
the product is delivered, all significant contractual obligations have been
satisfied and the resulting receivable is deemed collectible by management.
Service revenue from software maintenance agreements is recognized ratably over
the maintenance period, which in most instances is one year. Other service
revenues, primarily training and consulting, are generally recognized at the
time the service is performed.
In view of our significant growth in recent years, we believe that
period-to-period comparisons of our financial results are not necessarily
meaningful and you should not rely upon them as an indication of future
performance.
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RESULTS OF OPERATIONS
The following table sets forth certain items from our condensed
consolidated statements of income as a percentage of total revenues for the
periods indicated:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
----- -----
<S> <C> <C>
Revenues:
License fees ........................... 62.1% 63.7%
Services ............................... 37.9 36.3
----- -----
Total revenue ..................... 100.0 100.0
----- -----
Cost of revenues:
License fees ........................... 0.6 1.6
Services ............................... 16.3 16.8
----- -----
Total cost of revenues ............ 16.9 18.4
----- -----
Gross margin ................................ 83.1 81.6
----- -----
Operating expenses:
Sales and marketing .................... 51.5 51.2
Research and development ............... 11.3 12.1
General and administrative ............. 7.7 8.5
----- -----
Total operating expenses .......... 70.5 71.8
----- -----
Income from operations ...................... 12.6 9.8
Interest and other income, net .............. 3.4 1.2
----- -----
Income before provision for income taxes .... 16.0 11.0
Provision for income taxes .................. (6.4) (4.5)
Net income .................................. 9.6% 6.5%
===== =====
Gross margin
License fees ........................... 99.0% 97.4%
Services ............................... 57.2% 54.0%
</TABLE>
The following table sets forth the geographic source of our revenues:
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
2000 1999
---- ----
<S> <C> <C>
Europe 62% 66%
North America 29% 28%
Rest of World 9% 6%
--- ---
Total 100% 100%
=== ===
</TABLE>
LICENSE FEES. Revenues from license fees was $45.0 million and $31.5
million for the three months ended March 31, 2000 and 1999, respectively,
representing a year over year increase of $13.5 million or 43%. The increase in
license fees were primarily due to increased license sales
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of WEBINTELLIGENCE, the Company's platform for internet-based installations, and
to a lesser extent, increases in BUSINESSOBJECTS and related software products.
We anticipate that license fees, which represented approximately 62% and
64% of our total revenues for the three month periods ended March 31, 2000 and
1999, respectively, will continue to represent a majority of our revenue for the
foreseeable future. The decrease in license revenue as a percent of total
revenues for the three month period ended March 31, 2000 as compared to the
three month period ended March 31, 1999 was primarily due to increased customer
demand for consulting and training services and an increase in our installed
base, which resulted in an increase in maintenance revenues. It is expected that
the percentage of total revenues derived from license fees will continue to
decrease in the future as the growth in service revenues exceeds the growth in
license revenues. In addition, we expect that the market penetration by, and
number of, our competitors will increase, and as a result, the growth rate in
our license fees in the future may not be as high as the growth rate in such
license fees achieved in the past.
SERVICES. Revenues from services consist of maintenance, consulting, and
training revenues, and totaled $27.5 million and $18.0 million for the three
month periods ended March 31, 2000 and 1999, respectively. Revenues from
services in the first quarter of 2000 increased by approximately $9.6 million,
or 53%, over the first quarter of 1998. The increase in revenues from services
was primarily due to increases in maintenance revenues related to increases in
our installed customer base and the renewal of support contracts, increases in
consulting revenues, and to a lesser extent, increases in training revenues. As
market penetration by, and the number of, competitors increase, the growth rate
of our installed base and, consequently, the growth rate of our services
revenues may not be as high as growth rates achieved in the past. We anticipate
increasing our efforts in selling maintenance, consulting, and training
services, and expect that service revenues should continue to represent a
significant portion of our total revenues.
COST OF LICENSE FEES. Cost of license fees consists primarily of costs
incurred for materials, packaging, freight and royalties, and totaled $449,000
and $815,000 for the three months ended March 31, 2000 and 1999, respectively.
Cost of license fees as a percent of license fee revenues decreased from
approximately 2.6% for the quarter ended March 31, 1999 to approximately 1.0%
for the quarter ended March 31, 2000. The decrease was primarily due to lower
royalty expense as a result of reduced sales of third party licensed products
and due to cost savings related to freight and documentation production.
COST OF SERVICES. Cost of services consists of the cost of providing
consulting, training and maintenance, and totaled $11.8 million and $8.3 million
for the three months ended March 31, 2000 and 1999, respectively. Cost of
services as a percent of service revenues decreased from 46.0% for the quarter
ending March 31, 1999 to 42.8% for the quarter ending March 31, 2000. The
decrease in cost of services as a percent of the related revenues was primarily
due to improved productivity in providing maintenance support, offset by higher
cost of providing consulting services. The increase in expenses in absolute
dollars resulted from increased personnel necessary to support our service
activities and increased subcontracting of consulting and training activities.
OPERATING EXPENSES
SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries and commissions, together with amounts paid for advertising and product
promotion activities, and
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related facilities costs. Sales and marketing expenses totaled $37.4 million and
$25.3 million for the three months ended March 31, 2000 and 1999, respectively.
Sales and marketing expenses as a percent of total revenues remained relatively
flat at 51.5% and 51.2% for the quarters ended March 31, 2000 and 1999,
respectively. The increase in sales and marketing expenses in absolute dollars
was attributable to the expansion of our sales and marketing organization. Sales
and marketing expenses are expected to continue to increase in absolute dollars
but may vary as a percent of revenues in the future.
RESEARCH AND DEVELOPMENT. Research and development expenses consist
primarily of salaries, related benefits, third party consultant fees and related
facilities expenses. Research and development expenses totaled $8.2 million and
$6.0 million for the three months ended March 31, 2000 and 1999, respectively.
Research and development expenses decreased as a percent of total revenues from
12.1% for the quarter ended March 31, 1999 to 11.3% for the comparable quarter
in 2000 due to lower personnel and related expenses. The increase in research
and development expenses in absolute dollars is due to increased staffing and
associated support required to expand and enhance our product line. As of March
31, 2000 and 1999, all research and development costs have been expensed as
incurred. Research and development expenses are expected to continue to increase
in absolute dollars but may vary as a percent of revenues in the future.
GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of salaries, related benefits, fees for professional services,
including legal and accounting services, bad debt expense, and amortization of
goodwill. General and administrative expenses totaled $5.6 million and $4.2
million for the three months ended March 31, 2000 and 1999, respectively.
General and administrative expenses decreased as a percent of total revenues
from 8.5% for the quarter ended March 31, 1999 to 7.7% for the comparable
quarter in 2000. Goodwill amortization expense totaled $989,000 and $483,000 for
the three months ended March 31, 2000 and 1999, respectively, or 1.4% and 1.0%
of total revenues for the periods ended March 31, 2000 and 1999, respectively.
The decrease in general and administrative expenses as a percent of total
revenues is primarily due to revenues growing at a faster rate than spending on
general and administrative expenses. The increase in general and administrative
expenses in absolute dollars is primarily due to higher goodwill amortization
and an increase in the allowance for doubtful accounts, recruiting associated
with increased staffing and turnover within the general and administrative
department, and higher allocated facilities costs resulting from increases in
depreciation and other miscellaneous office expenses. General and administrative
expenses are expected to continue to increase in absolute dollars but may vary
as a percent of revenues in the future.
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INTEREST AND OTHER INCOME, NET
Interest and other income, net was composed of the following (in
thousands):
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
2000 1999
------ -----
<S> <C> <C>
Net interest income $1,371 $504
Other income 1,000 --
Net exchange gain 90 67
------ ----
Total interest and other income, net $2,461 $571
====== ====
</TABLE>
Net interest income increased during the quarter ended March 31, 2000
due to an increase in cash available for investment. Total cash and cash
equivalents rose from $80.9 million at March 31, 1999 to $188.5 million at March
31, 2000 primarily as a result of the sale of ordinary shares in Europe in
November 1999 and cash generated from operations.
Other income represents the third of ten quarterly payments the Company
has received from Brio Technology, Inc. (Brio) in settlement of patent
litigation. Due to inherent uncertainties with respect to Brio making the
remaining quarterly payments under the settlement, the Company is recognizing
the settlement under the cost-recovery method.
INCOME TAXES
The Company's effective tax rate was 40% for the quarter ended March 31,
2000 and 41% for the quarter ended March 31, 1999. The 2000 effective rate is
lower due primarily to the reduction in the French statutory rate. The Company
provides for income taxes for each interim period based on the estimated annual
effective tax rate for the year.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had cash and cash equivalents of
$188.5 million, an increase of $12.2 million from December 31, 1999. Cash
generated from operations totaled $16.7 million for the three months ended March
31, 2000, as compared to $12.8 million for the comparable period in 1999. Net
cash generated in 2000 resulted primarily from increases in net income and
non-cash charges for depreciation and amortization, increases in other current
liabilities, accounts payable and deferred revenue, offset by decreases in
accrued payroll and related expenses and increases in current and other assets.
Investing activities in 2000 consisted primarily of the purchase of $3.1 million
of property and equipment, and an investment of $679,000 in preferred shares of
a privately held software company. Financing activities in 2000 consisted of the
issuance of $6.2 million of ordinary shares under employee stock plans.
We believe that cash from operations together with existing cash and
cash equivalents will be sufficient to meet our cash requirements for the next
12 months.
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RISK FACTORS
You should carefully consider the risks and uncertainties described below before
making an investment decision. Additional risks and uncertainties that we are
unaware of or that we currently deem immaterial also may become important
factors that may adversely affect our company.
RISKS RELATED TO OUR BUSINESS
WE TARGET OUR PRODUCTS PRIMARILY TO ONE MARKET AND IF SALES OF OUR PRODUCTS IN
THIS MARKET DECLINE, OUR OPERATING RESULTS WILL BE SERIOUSLY HARMED.
We generate substantially all of our revenues from licensing and service fees
generated from the sale of our products in the e-business intelligence software
intranet and extranet market, and we expect to continue to do so in the future.
Accordingly, our future revenues and profits will depend significantly on our
ability to further penetrate the e-business intelligence software market. If we
are not successful in selling our products in our targeted market due to
competitive pressures, technological advances by others or otherwise, our
operating results would suffer.
OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS, WHICH MAY AFFECT
OUR STOCK PRICE.
Historically, our quarterly operating results have varied substantially from
quarter to quarter, and we anticipate this pattern to continue. This is
principally because our license fees are variable from quarter to quarter, while
a high percentage of our operating expenses are relatively fixed, and are based
on anticipated levels of revenues. In addition, we expect our expenses to
increase as our business grows. If revenues earned in any particular quarter
fall short of anticipated revenue levels, our quarterly operating results would
be significantly harmed.
While the variability of our license fees is partially due to factors that would
influence the quarterly results of any company, our business is particularly
susceptible to quarterly variations because:
- We typically receive a substantial amount of our revenues in the last
weeks of the last month of a quarter, rather then evenly throughout
the quarter.
- Our strongest quarter each year is typically our fourth quarter, as
our customers often wait for the end of their annual budget cycle
before deciding whether to purchase new software. Consequently, our
revenues are generally lower in our first quarter. In addition, our
third quarter is a relatively slow quarter due to lower economic
activity throughout Europe during the summer months.
- Customers may delay purchasing decisions in anticipation of our new
products or product enhancements or platforms or announced pricing
changes by us or our competitors.
- We partly depend on large orders which may take several months to
finalize. A delay in finalizing a large order may result in the
realization of license fees being postponed from one quarter to the
next.
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- Our revenues are also sensitive to the timing of our competitors'
offers of new products that successfully compete with ours on the
basis of functionality, price or otherwise.
As a result of the above, quarter to quarter comparisons of our revenues and
operating results may not be meaningful and you should not rely on them as
indicative of our future performance.
OUR STOCK PRICE IS SUSCEPTIBLE TO OUR OPERATING RESULTS AND TO STOCK MARKET
FLUCTUATIONS.
In future quarters, our operating results may be below the expectations of
public market analysts and investors, and the price of our shares may fall. In
addition, the stock markets in the United States and France have experienced
significant price and volume fluctuations, which have particularly affected the
market prices of many software companies and which have often been unrelated to
the operating performance of these companies. These market fluctuations could
affect our stock price.
OUR SOFTWARE MAY HAVE DEFECTS AND ERRORS, WHICH MAY LEAD TO A LOSS OF REVENUE OR
PRODUCT LIABILITY CLAIMS.
BUSINESSOBJECTS and its platform for internet-based installations,
WEBINTELLIGENCE, are internally complex and occasionally contain defects or
errors, especially when first introduced or when new versions or enhancements
are released. For example, when BUSINESSOBJECTS 4.0 was first introduced in
1996, it would not run on Windows 3.1, and we had to rework a portion of the
product to enable it to do so. The revised version then took significantly
longer than expected to achieve operational stability, and contained a number of
"bugs" resulting from the significant rewriting and rearchitecting of the
product. We resolved these problems by the end of 1996, but our operating
results for 1996 were severely affected.
Despite extensive testing, we may not detect errors in our new products,
platforms or product enhancements, including BUSINESSOBJECTS 5.0 and
WEBINTELLIGENCE 2.5, which were recently launched, until after we have commenced
commercial shipments. If defects and errors are discovered in our products,
platforms or product enhancements after commercial release:
- potential customers may delay or forego purchases;
- our reputation in the marketplace may be damaged;
- we may incur additional service and warranty costs; and
- we may have to divert additional development resources to correct the
defects and errors.
If any or all of the foregoing occur, we may lose revenues, incur higher
operating expenses or lose market share, any of which could severely harm our
financial condition and operating results.
THE PROTECTION OF OUR INTELLECTUAL PROPERTY IS CRUCIAL TO OUR BUSINESS, AND IF
THIRD PARTIES USE OUR INTELLECTUAL PROPERTY WITHOUT OUR CONSENT, IT COULD DAMAGE
OUR BUSINESS.
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<PAGE> 16
Our success depends in part on our ability to protect our proprietary rights in
our intellectual property. Despite precautions we take to protect these rights,
unauthorized third parties could copy aspects of our current or future software
and platforms or obtain and use information that we regard as proprietary.
Policing unauthorized use of software is difficult and some foreign laws do not
protect our proprietary rights to the same extent as in the United States or
France.
In addition, although our name, together with our logo, is registered as a
trademark in France, the United States, and a number of other countries, we may
have difficulty asserting our ownership rights in the name "Business Objects" as
some jurisdictions consider the name "Business Objects" to be generic or
descriptive in nature. As a result, we may be unable to effectively police
unauthorized use of our name or otherwise prevent the name of our software
products from becoming a part of the public domain.
To protect our proprietary rights, we may become involved in litigation, which
could be costly and negatively impact our operating results. For example, we are
currently in the process of litigating a patent infringement claim against
Cognos, Inc. and Cognos Corporation (collectively "Cognos"), one of our
principal competitors and settled a patent infringement claim in September 1999
in favor of the Company against Brio Technology, Inc. Litigating claims related
to our proprietary rights can be very expensive in terms of management time and
resources, which could cause our financial condition and operating results to
suffer. We cannot assure you that we will be successful in achieving the relief
sought in any litigation that we commence.
Third parties could assert that our technology infringes their proprietary
rights, which could adversely affect our ability to distribute our products and
result in costly litigation.
We do not believe that our products infringe the proprietary rights of any third
parties. However, in July 1999, Brio Technology, Inc. filed an action alleging
that we infringed on one of its patents by selling our reporting functionality.
Although Brio Technology dismissed this lawsuit as part of a settlement
announced in September 1999, other third parties may in the future make claims
that our product infringes their technology, either on their own initiative or
as a counterclaim to an intellectual property lawsuit that we commence. We
cannot assure you that third parties will never make these types of claims. We
believe that software products offered in our target markets increasingly will
be subject to infringement claims as the number of products and competitors in
our industry segment grows and product functionalities begin to overlap.
The potential effects on our business operations resulting from any third party
infringement claim that may be filed against us in the future include the
following:
- we could be forced to cease selling our products;
- we would be forced to commit management resources to resolve the
claim;
- we may incur substantial litigation costs in defense of the claim;
- we may be required to indemnify our customers;
- we may have to expand significant development resources to redesign
our products as a result of these claims; and
- we may be required to enter into royalty and licensing agreements with
a third party bringing an infringement claim against us, and these
agreements may contain terms that are unfavorable to us.
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<PAGE> 17
THE LOSS OF OUR RIGHTS TO USE SOFTWARE LICENSED TO US BY THIRD PARTIES COULD
HARM OUR BUSINESS.
In order to provide a complete product suite, we occasionally license software
from third parties, and sub-license this software to our customers. In addition,
we license software programs from third parties and incorporate these programs
into our own software products. By utilizing third party software in our
business, we incur risks that are not associated with developing software
in-house. For example, these third party providers may discontinue or alter
their operations, terminate their relationship with us, or generally become
unable to fulfill their obligations to us. If any of these circumstances were to
occur, we may be forced to seek alternative technology which may not be
available on commercially reasonable terms. In the future, we may be forced to
obtain additional third party software licenses to enhance our product offerings
and compete more effectively. We may not be able to obtain and maintain
licensing rights to needed technology on commercially reasonable terms, which
would harm our business and operating results.
FAILURE OF OUR PRODUCTS OR COMPUTER SYSTEMS, OR THOSE OF OUR CUSTOMERS,
SUPPLIERS OR VENDORS, TO RECOGNIZE THE YEAR 2000 COULD DISRUPT THE OPERATION OF
OUR BUSINESS.
We have developed our current core software tool, BUSINESSOBJECTS and, its
platform for internet-based installations, WEBINTELLIGENCE, to comply with the
Year 2000 Conformity Requirements developed by the British Standards Institute.
However, because we are dependent upon our customers' use of third party
software in connection with their use of our software, the implementation of our
products and platforms may be affected by Year 2000 issues related to
modifications or revisions in the respective third party software. We may face
claims based on Year 2000 issues arising from the integration and operation of
our products within an enterprise system. Although we believe our software to be
compliant under most customer environments, we have identified a limitation --
for the specific customer operation of importing and exporting data in certain
file formats -- which is due to the regional setting of the user's environment
and can be changed by the user. This limitation is only present in version 4.1.6
and earlier versions of our software BUSINESSOBJECTS, and version 2.0.1 and
earlier versions of our platform WEBINTELLIGENCE. We believe this limitation is
applicable to a limited number of customer environments. We have developed a
workaround for this limitation that can be implemented by the customer.
Furthermore, some of our customers continue to operate older versions of our
products that may experience problems associated with Year 2000 issues. We have
been encouraging these customers to migrate to current versions of our software,
but, as of March 31, 2000, some of them have not migrated to current versions.
We may face claims based on Year 2000 issues arising from these customers'
operation of our products.
In addition, some of our suppliers and vendors may experience problems
associated with Year 2000 issues. If any of these third parties cannot provide
us on a timely basis with products, services or systems that have been modified
to operate in the Year 2000 and beyond, our business may be disrupted and our
operations may suffer.
Some of our key indirect sales channel partners, such as systems integrators,
value-added resellers and consultants, may also experience Year 2000 problems
and may be unable to supply their customers with Year 2000 compliant products
and services, or provide continuous operations. If any of these key indirect
sales channel partners cannot provide their customers with Year 2000
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<PAGE> 18
compliant products and services, or if their operations suffer interruption, our
business may be disrupted and our operations may suffer.
To date, we have not experienced any material interruption of operations
associated with the Year 2000 rollover, nor have we have not experienced a
material reduction in the sale of our products and services as a result of our
potential and current customers' Year 2000 related compliance efforts. However,
we may experience reduced sales of our products and services as existing and
potential customers continue their Year 2000 compliance efforts or remediate
their Year 2000 compliance issues in the Year 2000.
OUR EXECUTIVE OFFICERS AND KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS; WE MAY
NOT BE ABLE TO RECRUIT AND RETAIN THE PERSONNEL WE NEED TO SUCCEED.
Our success depends to a significant extent upon a number of key management and
technical personnel, including Bernard Liautaud, our chief executive officer and
co-founder, the loss of whom could adversely affect our business. The loss of
the services of other key personnel or our inability to attract and retain
highly skilled technical, management, sales and marketing personnel could also
harm our business. Competition for such personnel in the computer software
industry is intense, and we may be unable to successfully attract and retain
such personnel.
WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH.
Our business has grown rapidly in recent years. If we continue to grow at the
same pace, this growth may place a significant strain on our management and
operations. Our future operating results depend in part on the ability of our
officers and key employees to continue to implement and improve our operational
and financial control systems and to hire, expand, train and manage our
employees. If we are unable to manage our growth effectively, our financial
condition and operating results could suffer.
WE HAVE MULTINATIONAL OPERATIONS THAT ARE SUBJECT TO RISKS INHERENT IN
INTERNATIONAL OPERATIONS, INCLUDING CURRENCY EXCHANGE RATE FLUCTUATIONS.
Because we conduct our business throughout the world, we are subject to a number
of risks inherent in international operations, including compliance with various
foreign laws, regulations and tax structures, and longer accounts receivable
payment cycles outside of the United States. For example, effective February 1,
2000, the standard work week in France was reduced from 39 hours to 35 hours.
The majority of our development group (which is responsible for the design,
development and release of product enhancements, upgrades and new products) is
based primarily in Levallois-Perret, France. This mandated reduction in work
hours may result in a decrease in employee productivity per man-hour and an
increase in the cost of our France-based operations. In an effort to reduce any
negative impact this new regulation may have on our financial condition and
results of operations, we have developed various plans to improve employee
productivity, including an increase in employee training programs. However, we
cannot assure you that our efforts to minimize the effects of this new
regulation will be successful, and, if we are not successful in this regard, our
financial condition and operating results may suffer.
In addition, we conduct a significant portion of our business in currencies
other than the U.S. dollar, the currency in which we report our financial
statements. We expect to generate a
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<PAGE> 19
significant portion of our revenues and expenses in the Euro in the future. As a
result, our operating results expressed in U.S. dollars have been in the past,
and may be in the future, adversely impacted by currency exchange rate
fluctuations on the U.S. dollar value of foreign currency-denominated revenues
and expenses. Although we expect this pattern to continue, the acceptance of the
Euro and its use as the primary European currency is expected to reduce these
fluctuations with respect to our European activities. However, we cannot assure
you that these fluctuations will not continue and will not be significant. As of
March 31, 2000, we were not engaged in a foreign currency hedging program to
cover our currency transaction exposure.
RISKS RELATED TO OUR INDUSTRY
OUR MARKETS ARE HIGHLY COMPETITIVE AND COMPETITION COULD HARM OUR ABILITY TO
SELL PRODUCTS AND SERVICES AND REDUCE OUR MARKET SHARE.
Competition could seriously harm our ability to sell software and services at
prices and terms favorable to us. If we cannot compete effectively, we may lose
market share. Some of our competitors have been in business longer than us and
have significantly greater financial, technical, sales, marketing and other
resources than we do. In addition, some of our competitors enjoy greater name
recognition and a larger installed customer base than we do. Moreover, some of
our competitors, particularly companies that offer relational database
management software systems and enterprise resource planning software systems,
have well-established relationships with some of our existing and targeted
customers.
In the future, any of our competitors could introduce products with more
features at lower prices. Some of these companies could also bundle existing or
new products, with other more established products that they offer, and compete
more effectively against our products. Some of these competitors have already,
or may in the future, provide their products or components of their products to
customers at no cost to the customer to gain market share. Because our products
are specifically designed and targeted to the business intelligence software
market, we may lose sales to competitors offering a broader range of products.
Furthermore, other companies larger than us could enter the market through
internal expansion or by strategically aligning themselves with one of our
current competitors and provide products that cost less than our products. We
believe that the business intelligence software tools market will continue to
grow and develop, and that more and more large companies may find it a desirable
market in which to compete. To the extent that we are unable to effectively
compete against our current and future competitors, as a result of some or all
of the factors stated above, our financial condition and operating results would
suffer.
THE SOFTWARE MARKETS THAT WE TARGET ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE
AND NEW PRODUCT INTRODUCTIONS.
The market for business intelligence software tools is characterized by:
- rapid technological advances;
- changes in customer requirements; and
- frequent new product introductions and enhancements.
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<PAGE> 20
To be successful, we must develop new products, platforms and enhancements to
our existing products that keep pace with technological developments, changing
industry standards and the increasingly sophisticated requirements of our
customers. If we are unable to respond quickly and successfully to these
developments and changes, we may lose our competitive position. In addition,
even if we are able to develop new products, platforms or enhancements to our
existing products, these products, platforms and product enhancements may not be
accepted in the marketplace. Our customers may defer or forego purchases of our
existing products if we do not adequately time the introduction or the
announcement of new products or enhancement to our existing products, or if our
competitors introduce or announce new products, platforms and product
enhancements. Any of these factors could severely harm our business, financial
condition and operating results.
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<PAGE> 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On May 5, 2000, the Company filed a lawsuit in United States District
Court for the Northern District of California against Cognos, Inc. and
Cognos Corporation (collectively "Cognos"), one of the Company's
principal competitors, for alleged patent infringement. The lawsuit
alleges that Cognos infringes the Company's United States Patent No.
5,555,403 by making, using, offering to sell and selling its product
known as Impromptu. The Company's complaint requests that the defendants
be enjoined from further infringing the patent and seeks an as yet
undetermined amount of damages. We cannot assure you that we will be
successful in achieving the relief sought in this litigation or that, in
response to our lawsuit, the defendants will not file a counterclaim
against us.
Item 4. Submission of Matters to a Vote of Security Holders
a) An ordinary and extraordinary general meeting was held on January 7,
2000.
b) Not applicable.
c) Matters voted upon at the meeting:
1) To increase the amount of director's fees to be paid to members of
the Board of Directors;
For: 32,449,240
Against: 1,340,190
Abstained: 50
2) To authorize the Board of Directors to repurchase the Company's
shares;
For: 33,175,292
Against: 614,188
Abstained: 0
3) To increase the par value of the Company's ordinary shares from
0.15 euro per share to 0.20 euro per share;
For: 33,186,244
Against: 603,236
Abstained: 0
4) To effect a two-for-one stock split in the form of a division of
the par value of the Company's ordinary shares;
For: 33,778,954
Against: 10,526
Abstained: 0
5) To authorize capital reductions by cancellation of treasury
shares.
For: 33,768,912
Against: 20,568
Abstained: 0
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<PAGE> 22
d) Not applicable.
Item 6. Exhibits and Current Reports on Form 8-K
a) Exhibits
27.1 Financial Data Schedule
b) Reports on Form 8-K
None.
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<PAGE> 23
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, thereunto duly authorized.
BUSINESS OBJECTS S.A.
Date: May 5, 2000 By: /s/ Bernard Liautaud
---------------------------------
Bernard Liautaud
Chairman of the Board, President,
and Chief Executive Officer
Date: May 5, 2000 By: /s/ Clifton T. Weatherford
---------------------------------
Clifton T. Weatherford
Chief Financial Officer and
Senior Group Vice President
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<PAGE> 24
EXHIBIT INDEX
Exhibit
No. Document
----- --------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Business
Objects S.A. Condensed Consolidated Balance Sheets and
Consolidated Statements of Income and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 188,482
<SECURITIES> 0
<RECEIVABLES> 54,279
<ALLOWANCES> 1,907
<INVENTORY> 1
<CURRENT-ASSETS> 257,038
<PP&E> 35,855
<DEPRECIATION> 21,488
<TOTAL-ASSETS> 285,540
<CURRENT-LIABILITIES> 112,098
<BONDS> 0
0
0
<COMMON> 4,514
<OTHER-SE> 166,004
<TOTAL-LIABILITY-AND-EQUITY> 285,540
<SALES> 72,582
<TOTAL-REVENUES> 72,582
<CGS> 12,247
<TOTAL-COSTS> 12,247
<OTHER-EXPENSES> 51,154
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,461)
<INCOME-PRETAX> 11,642
<INCOME-TAX> 4,657
<INCOME-CONTINUING> 6,985
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,985
<EPS-BASIC> $0.18
<EPS-DILUTED> $0.16
</TABLE>
