<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission File Number 0-25794
____________________
OPEN ENVIRONMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3168610
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
25 TRAVIS STREET
BOSTON, MASSACHUSETTS 02134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 562-0900
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. [X] Yes [_] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The Registrant had 7,562,749 shares of Common Stock, $.01 par value,
outstanding as of August 6, 1996.
1
<PAGE>
OPEN ENVIRONMENT CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1996
INDEX
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
<TABLE>
<CAPTION>
<S> <C>
Condensed Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995 1
Condensed Consolidated Statements of Operations for the three
months ended June 30, 1996 and 1995 and the six months
ended June 30, 1996 and 1995 2
Condensed Consolidated Statements of Cash Flows for the three
months ended June 30, 1996 and 1995 and the six months
ended June 30, 1996 and 1995 3
Notes to Condensed Consolidated Financial Statements 4
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
</TABLE>
PART II - OTHER INFORMATION 10
SIGNATURES 11
1
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
OPEN ENVIRONMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JUNE 30, DECEMBER 31,
1996 1995
--------- ------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 5,356,953 $ 7,012,333
Marketable securities 7,074,662 10,678,125
Accounts receivable, net 4,338,432 7,609,007
Due from related parties 2,362,752
Due from joint ventures 440,465 1,428,090
Prepaid expenses and other
current assets 3,018,312 1,676,530
--------- ----------
Total current assets 20,228,824 30,766,837
Property and equipment, net 2,756,927 3,214,341
Capitalized software costs, net 500,794 800,206
Investment in and advances to joint
ventures 600,449 858,123
Deferred income taxes 547,184
Other assets 553,259 459,982
$ 24,640,253 $36,646,673
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 1,761,733 $ 1,545,684
Accounts payable and accrued
expenses 4,979,343 4,143,880
Advance billings and customer
deposits 622,786 629,734
Deferred maintenance revenue 701,395 1,054,135
Income taxes payable 350,000
Current portion of capital lease
obligations 105,990 178,904
----------- ----------
Total current liabilities 8,171,247 7,902,337
Obligations under capital leases, less
current portion 27,185
Stockholders' equity:
Common Stock 81,216 80,505
Additional paid-in capital 30,884,254 30,694,500
Retained earnings (deficit) (10,996,464) 1,442,146
Treasury stock (3,500,000) (3,500,000)
------------ ----------
Total stockholders' equity 16,469,006 28,717,151
$ 24,640,253 $36,646,673
============ ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
1
<PAGE>
<TABLE>
<CAPTION>
OPEN ENVIRONMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1996 1995 1996 1995
------------- ------------ ------------ -----------
Revenues:
<S> <C> <C> <C> <C>
Software $ 1,028,428 $ 5,382,162 $ 3,610,832 $ 9,739,584
Maintenance and service fees 1,440,746 1,556,935 2,839,679 2,877,426
Education and training 287,054 539,811 584,459 1,054,472
Total revenues 2,756,228 7,478,908 7,034,970 13,671,482
------------- ------------ ------------- -----------
Cost of revenues:
Cost of software, maintenance
and services 2,004,860 1,364,529 3,848,551 2,312,988
Cost of education and training 268,969 396,898 681,651 799,028
Total cost of revenues 2,273,829 1,761,427 4,530,202 3,112,016
------------- ------------ ------------ ------------
Gross profit 482,399 5,717,481 2,504,768 10,559,466
Operating expenses:
Selling and marketing 4,586,128 3,043,133 8,573,752 5,643,167
General and administrative 999,301 933,776 1,901,767 1,685,320
Research and development 1,500,173 1,051,966 2,877,271 2,007,997
Provision for restructuring
charges 1,083,114 1,083,114
Total operating expenses 8,168,716 5,028,875 14,435,904 9,336,484
------------- ------------ ------------ ------------
Operating income (loss) (7,686,317) 688,606 (11,931,136) 1,222,982
Equity in income (loss) of
joint venture 38,741 (273,643)
Other income (expense), net 142,789 189,957 340,023 197,410
------------- ------------ ------------- ------------
Income (loss) before income taxes (7,543,528) 917,304 (11,591,113) 1,146,749
Provision for income taxes 847,497 277,520 847,497 333,262
------------- ------------ ------------ ------------
Net income (loss) ($8,391,025) $ 639,784 ($12,438,610) $ 813,487
============= ============ ============ ============
Net income (loss) per share ($1.12) $0.08 ($1.66) $0.11
============= ============ ============= ============
Dividends $ 141,844 $ 141,844
============ ============
Dividends per share $0.02 $0.02
============ ============
Weighted average shares
outstanding 7,516,884 8,341,663 7,497,657 7,616,507
============= ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
OPEN ENVIRONMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<S> <C> <C>
SIX MONTHS ENDED JUNE 30,
1996 1995
------------ -----------
OPERATING ACTIVITIES
Net income (loss) ($12,438,610) $ 813,487
Adjustments to net income (loss):
Depreciation 860,039 604,311
Amortization of capitalized software 322,271 135,571
Allowance for doubtful accounts 640,230 131,349
Provision for restructuring charges 786,451
Equity in loss of joint venture (3,239) 273,643
Deferred income taxes 847,497 (223,703)
Changes in operating assets and liabilities:
Accounts receivable 2,767,802 (3,346,314)
Due from related parties 2,212,969 (2,347)
Prepaid expenses and other current assets (1,976,063) (577,523)
Due from joint venture 987,625 (197,114)
Other assets (97,014) (282,098)
Accounts payable and accrued expenses 776,007 672,103
Advance billings and customer deposits (24,211) (64,204)
Deferred maintenance revenue (352,740) (92,922)
Income taxes payable (304,609) 202,094
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (4,995,595) (1,953,667)
INVESTING ACTIVITIES
Purchase of marketable securities (11,234,563) (19,899,170)
Sale of marketable securities 14,840,423 8,055,212
Investment in and advances to joint ventures 115,315 (384,537)
Purchase of property and equipment (640,224) (1,336,659)
Additions to capitalized software (21,567) (166,828)
------------ -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,059,384 (13,731,982)
FINANCING ACTIVITIES
Net proceeds of notes payable to bank 216,049 1,362,203
Repayment of capital lease obligations (150,435) (117,696)
Net proceeds from issuance of Common Stock 22,996,104
Dividends paid (141,844)
Exercise of stock options 125,067 91,978
Issuance of Common Stock under stock purchase plan 65,398
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 256,079 24,190,745
----------- -----------
Effect of exchange rates on cash 24,752 (48,371)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (1,655,380) 8,456,725
Cash and equivalents at beginning of period 7,012,333 1,693,118
------------ -----------
CASH AND EQUIVALENTS AT END OF PERIOD $ 5,356,953 $ 10,149,843
============ ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>
3
<PAGE>
OPEN ENVIRONMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements presented have been
prepared by Open Environment Corporation and subsidiaries (the "Company")
without audit and, in the opinion of management, reflect all adjustments,
consisting only of normal recurring adjustments, necessary for the fair
presentation of the financial results for the interim periods shown. The results
of operations for the interim periods shown in this report are not necessarily
indicative of results for any future interim period or for the entire fiscal
year. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted, although the Company believes that the disclosures
included are adequate to make the information presented not misleading. The
condensed consolidated financial statements and the notes included herein should
be read in conjunction with the financial statements and notes for the fiscal
year ended December 31, 1995 included in the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1995 and any and all amendments
thereto.
2. CONSOLIDATED FINANCIAL STATEMENT INFORMATION
Net Income (Loss) Per Share
Net income (loss) per share is computed using the weighted average number of
common and dilutive common equivalent shares outstanding during each fiscal
period. Included in these amounts are dilutive common stock options and
1,428,571 shares of Series A Convertible Preferred Stock which automatically
converted upon the closing of the Company's initial public offering into 999,998
shares of common stock on April 13, 1995. Fully diluted and primary earnings per
share data are the same for each period presented.
Investment Securities
All of the Company's investments are classified as held-to-maturity at June 30,
1996 and December 31, 1995. Investment securities are deemed to be held-to-
maturity when the Company has the positive intent and ability to hold the
securities to maturity. Sales of marketable securities as disclosed in the
Statements of Cash Flows represent cash received on maturity of the Company's
held-to-maturity securities. The fair market value of the Company's investments
at June 30, 1996 and December 31, 1995 approximates amortized cost basis. The
following is a summary of these investments:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------------------------------
<S> <C> <C>
U.S. Treasury securities and obligations
of U.S. government agencies $ 7,052,847 $12,135,987
Tax-exempt mutual and money market funds 2,038,241 1,513,183
90-day bank notes 2,194,927 2,136,747
-------------------------------
$11,286,015 $15,785,917
===============================
</TABLE>
4
<PAGE>
Foreign Currency Translation
Assets and liabilities of foreign operations are translated at year-end exchange
rates, and statement of operations accounts are translated at average exchange
rates. Gains and losses from translation are not material for the periods
presented. Foreign currency transaction gains and losses are included in the
statements of operations and are not material for the periods presented.
3. INVESTMENT IN AND ADVANCES TO JOINT VENTURES
On January 17, 1994, the Company entered into a joint venture agreement with a
Japanese corporation to develop, distribute, promote and market the Company's
software products and provide related educational services in Japan. Under the
terms of the agreement, the Company owned 50% of the outstanding voting common
stock and two shares of the non-voting preferred stock. Concurrent with this
agreement, the Company granted the joint venture an exclusive license to
establish, develop, distribute and market the Company's software products and
educational services in Japan. In return for this license, the Company receives
royalties from the sale of these products and services as follows: software
products (40%); educational services (25%); and maintenance services (60%).
On September 30, 1995, the Company sold 30.5% of the outstanding voting common
stock of the joint venture to its joint venture partner for $488,000, which
approximated the Company's cost basis in the joint venture. As a result, the
Company currently owns 19.5% of the voting common stock of the joint venture.
The Company accounted for the joint venture using the equity method from the
inception of the joint venture until September 30, 1995. Effective October 1,
1995, the Company accounts for its remaining investment in the joint venture
using the cost method.
At June 30, 1996, investment in and advances to joint ventures consisted of
investment in and advances to the Japanese joint venture of $464,000, and
investments in other joint ventures of $136,000. Due from joint ventures
represents trade accounts receivable due from the Company's joint ventures.
4. RELATED PARTY TRANSACTIONS
The Company entered into a reseller agreement with Cambridge Technology Group,
Inc. ("CTG"). CTG is principally owned by the Company's Chairman of the Board
and major stockholder. Under the terms of the reseller agreement, as amended,
CTG was appointed as a non-exclusive reseller of the Company's products in the
U.S. and Canada effective February 1, 1995. Prior to February 1, 1995, CTG did
not distribute the Company's products. Pursuant to this agreement, CTG receives
a 50% discount from list prices of the Company's software and a 30% discount
from list prices on the Company's educational programs. The Company is permitted
to cancel the agreement at any time upon payment to CTG of a termination fee
equal to $2,500,000 less 20% of aggregate list price value of software products
sold by CTG under the reseller agreement. The Company made no sales to CTG under
this agreement during the three months ended June 30, 1996. Sales to CTG under
this agreement during the three months ended June 30, 1995 amounted to $600,000.
5
<PAGE>
OPEN ENVIRONMENT CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
- ------------
The Company derives revenues from product license fees and charges for services,
including education and training, on-site technical support and phone-in
customer support (maintenance). For all periods presented, the Company has
recognized revenue in accordance with Statement of Position 91-1 entitled
"Software Revenue Recognition," ("SOP 91") issued by the American Institute of
Certified Public Accountants. SOP 91 requires that software license revenues be
recognized upon shipment, provided no significant obligations to the customer
then exist, and that maintenance revenues be recognized ratably over the term of
the maintenance agreement. Revenues for other services and training are
recognized upon delivery of the service. The Company's license agreements
generally do not provide a right of return. Reserves are maintained for
potential credit losses.
Prior to 1994, the Company's focus was largely educational in nature. During
1994, the Company began to shift its focus from educational services to software
development and licensing in order to capitalize on the growing demand for its
products and services which had been generated by the Company's education
seminars. In the early stages of this transition, the Company's educational
services provided the Company with name recognition and introductory marketing
opportunities. However, as the Company has transitioned to the business of
developing and licensing software, its continued growth is increasingly based on
a growing installed base, the continued acceptance by that installed base of the
Company's products, increased distribution and marketing channels and
technological competitiveness, rather than a continued emphasis on educational
services. This evolution has caused the Company to shift the focus of its
education offerings from marketing to post-sales training and customer support.
As the Company shifted its focus to software development and licensing, it also
expanded its efforts in international markets, including the establishment of
joint ventures in Japan in 1994, Korea in 1995 and China/Hong Kong in 1996 and
the acquisition of Jarrah Technologies Pty. Limited ("Jarrah Technologies",
"Open Enviornment Australia") in 1995.
On May 11, 1996, the Company signed a definitive agreement to merge with a
wholly-owned subsidiary of Borland International, Inc. ("Borland"). This
agreement was amended on July 31, 1996. Completion of the merger is subject to
the approval of the stockholders of the Company. The merger is more fully
disclosed in the combined Prospectus/Proxy Statement contained in the
Registration Statement on Form S-4 to be filed by Borland with the Securities
and Exchange Commission (the "Commission") on or about August , 1996.
For a discussion of uncertainties associated with the Company's business, see
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended December 31, 1995 included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and any
and all amendments thereto.
RESULTS OF OPERATIONS
- ---------------------
Total revenues decreased 63% to $2,756,000 in the three months ended June 30,
1996 from $7,479,000 in the three months ended June 30, 1995, and to $7,035,000
in the six months ended June 30, 1996 from $13,671,000 in the six months ended
June 30, 1995. The revenue decreases were largely attributable to a decline in
software license fees, which decreased to $1,028,000 in the three months ended
June 30, 1996 from $5,382,000 in the three months ended June 30, 1995, and to
$3,611,000 in the six months ended June 30, 1996 from $9,740,000 in the six
months ended June 30, 1995. Software revenues accounted for 37% of total
revenues for the three months ended June 30, 1996 as compared to 72% for the
three months ended June 30, 1995.
6
<PAGE>
These revenue decreases are attributable to a number of factors. The Company
continues to rely on major transactions each quarter to reach revenue targets.
Such reliance carries the associated risk of revenue shortfall if such
transactions are delayed or fail to close. The Company closed no transactions
over $250,000 in the three months ended June 30, 1996 as compared to closing
five transactions over $250,000 in the three months ended June 30, 1995. The
pending merger with Borland has caused certain customers to postpone purchases
until the completion of the merger, as these customers have expressed their
desire to see the impact of the merger on the Company's products prior to making
significant financial investments in the Company's products.
The Company currently experiences an extended sales cycle of approximately 9 to
12 months for its products. An inconsistent marketing message has lengthened
this sales cycle beyond the 6 to 9 months experienced in the past, which has
made it even more difficult for the Company to forecast revenues for any given
period until such period has ended.
Additionally, revenues from reselling Gupta software products by Open
Environment Australia decreased to $802,000 in the three months ended June 30,
1996 from $1,397,000 in the three months ended June 30, 1995, and to $1,421,000
in the six months ended June 30, 1996 from $2,397,000 in the six months ended
June 30, 1995. This decrease is the result of Open Environment Australia's
continued transition from such resale activities to the sale of the Company's
Entera product line, as well as the underlying impact of the merger with
Borland, with whom Gupta competes directly.
There has also been some level of employee and management distraction as a
result of the planning and integration process for completion of the merger and
post-merger operations. The Company believes that this has contributed to the
decline in revenues in the three months ended June 30, 1996.
Also contributing to the decrease in total revenues was a decrease in education
revenues to $287,000 in the three months ended June 30, 1996 from $540,000 in
the three months ended June 30, 1995, and to $584,000 in the six months ended
June 30, 1996 from $1,054,000 in the six months ended June 30, 1995. These
decreases are consistent with the Company's shift away from the use of education
to further market awareness to the use of education as technical training for
software licensing.
Maintenance and service fees decreased to $1,441,000 in the three months ended
June 30, 1996 from $1,557,000 in the three months ended June 30, 1995, and to
$2,840,000 in the six months ended June 30, 1996 from $2,877,000 in the six
months ended June 30, 1995. Although the Company has experienced continued
demand for project related services, this demand has been offset by a decrease
in maintenance revenues due to the decreased level of software license revenues
in the six months ended June 30, 1996.
Revenues from Open Environment Australia and other international customers
accounted for $1,272,000 (46%) of total net revenues for the three months ended
June 30, 1996, as compared to $3,393,000 (45%) for the three months ended June
30, 1995, and $2,609,000 (37%) for the six months ended June 30, 1996, as
compared to $6,362,000 (47%) for the six months ended June 30, 1995. This
decrease is attributable to the decrease in revenues from Open Environment
Australia as noted above as well as the lack of major international transactions
in the first quarter of 1996 and the timing of orders from international
resellers. The Company believes that international sales will continue to
represent a significant portion of the Company's net revenue. However, the
percentage of revenue derived from international sales will continue to
fluctuate based on the timing of orders from international customers and
resellers and the addition of new international customers and resellers.
Cost of revenues increased to $2,274,000 for the three months ended June 30,
1996 from $1,751,000 for the three months ended June 30, 1995, and to $4,530,000
7
<PAGE>
in the six months ended June 30, 1996 from $3,112,000 in the six months ended
June 30, 1995. Gross profits decreased to 18% for the three months ended June
30, 1996 from 77% for the three months ended June 30, 1995, and to 36% for the
six months ended June 30, 1996 from 77% for the three months ended June 30,
1995. The increase in cost of revenues is due primarily to increased staffing
in the services department, as the Company has hired additional personnel to
serve the continued demand for project related services. The decrease in gross
profit is the result of decreases in revenues without corresponding cost
reductions. The Company's cost structure is predominantly fixed in the short
term because it largely represents personnel and the infrastructure necessary to
support them. A shortfall in revenues has a direct and immediate impact on the
Company's gross profits and operating profitability due to the Company's
inability to react to a revenue shortfall from a cost perspective in the near
term. Fixed costs that are classified as cost of revenues include personnel
costs in the education, services and maintenance departments as well as
amortization of capitalized software.
Selling and marketing expenses increased to $4,586,000 in the three months ended
June 30, 1996 from $3,043,000 in the three months ended June 30, 1995, and to
$8,574,000 in the six months ended June 30, 1996 from $5,643,000 in the six
months ended June 30, 1995. These increases are the result of the hiring of
additional personnel and increased marketing programs as the Company continues
to develop its direct sales force, build its marketing channels and increase its
promotional activities to broaden market awareness. The Company expects to
continue to invest a significant amount of its resources in its selling and
marketing efforts. In addition, the Company recorded specific additional
reserves for potential bad debts of $475,000 in the three months ended June 30,
1996 as a direct result of the deteriorated aging of two international accounts,
one of which is a reseller in Saudi Arabia and the other is an end-user in
India. The Company has been pursuing collection of these balances, but has been
unsuccessful in obtaining cooperation from the customers, and although the
Company is still pursuing collection of the balances, management provided for
these amounts given their age and uncertainty.
General and administrative expenses increased to $999,000 in the three months
ended June 30, 1996 from $934,000 in the three months ended June 30, 1995, and
to $1,902,000 in the six months ended June 30, 1996 from $1,685,000 in the six
months ended June 30, 1995. The increase for the three months ended June 30,
1996 is a result of increased professional fees related to a number of corporate
matters surrounding the pending transaction with Borland. The year-to-date
increase as compared to the six months ended June 30, 1995 is largely the result
of the addition of infrastructure to support the Company's domestic and
international expansion. However, the Company has made a concerted effort to
control general and administrative expenses in recent months, as the Company has
focused on slowing growth in areas that are not revenue related. As a result,
the quarter-to-quarter level of general and administrative expenses has remained
relatively flat with the exception of the professional fees noted above, as
general and administrative expenses amounted to $902,000 in the three months
ended March 31, 1996 and $940,000 in the three months ended December 31, 1995.
Research and development expenses increased to $1,500,000 in the three months
ended June 30, 1996 from $1,052,000 in the three months ended June 30, 1995, and
to $2,877,000 in the six months ended June 30, 1996 from $2,008,000 in the six
months ended June 30, 1995. These increases reflect personnel increases in the
research and development department, increases in contracted work for certain
porting activities to various platforms and international localization efforts
for certain of the Company's products. Also contributing to the increases in
research and development expenses was the fact that no software development
costs were capitalized under FAS 86 for the six months ended June 30, 1996, as
compared to $90,000 and $177,000 in the three and six month periods ended June
30, 1995, respectively. Amortization of previously capitalized software, which
is included in the cost of software, amounted to $164,000 and $322,000 in the
three and six month periods ended June 30, 1996, respectively, as compared to
$80,000 and $146,000 in the three and six month periods ended June 30, 1995,
respectively. The decrease in software development costs capitalized in 1996 was
due to the fact that minimal activities were devoted to projects at the point of
technological feasibility as defined by FAS 86. The Company expects to
8
<PAGE>
continue to increase its research and development expenses to keep pace with the
technological needs of the marketplace.
The Company recorded a provision for restructuring charges of $1,083,000 in the
three month period ended June 30, 1996. Charges included the write-off of
inventory and prepaid royalties related to the Company's Learning Center
division, as the Company has discontinued all activities related to the Leaning
Center ($381,000), the write-off of certain assets related to worldwide
education facilities, as the Company is no longer operating such facilities
($302,000), severance costs ($259,000), the write-off of the Company's
investment in a failed joint venture ($81,000), and other miscellaneous related
costs ($65,000). Substantially all of these charges were incurred prior to June
30, 1996.
During the third quarter of 1995, the Company sold a portion of its interest in
its Japanese joint venture to its joint venture partner. The transaction
results in the Company now owning 19.5% of the joint venture and accordingly,
accounting for the joint venture under the equity method has been discontinued.
The Company will continue to recognize royalty revenue from the joint venture,
but no longer recognizes any share of the venture's operating income or loss.
Other income decreased to $143,000 in the three months ended June 30, 1996 from
$229,000 in the three months ended June 30, 1995, and to $190,000 in the six
months ended June 30, 1996 from $197,000 in the six months ended June 30, 1995.
This decrease reflects the reduction of income generated from the remaining
investment of the net proceeds of the initial public offering of the Company's
common stock in April 1995. Those invested balances have decreased with the
Company's recent operating losses.
The Company also recorded a provision for income taxes in the three months ended
June 30, 1996 of $847,000. This provision represents the write off of deferred
tax assets under Statement of Financial Accounting Standards 109, Accounting for
Income Taxes, due to the Company's operating losses in the second quarter 1996,
as those losses have put the ultimate realization of the Company's deferred tax
assets in doubt.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of June 30, 1996, the Company's cash and cash equivalents decreased to
$5,357,000 from $7,012,000 at December 31, 1995, and the Company also held
marketable securities amounting to $7,075,000 at March 31, 1996, a decrease from
$10,678,000 at December 31, 1995. The net decrease in cash and cash equivalents
and marketable securities was primarily the result of cash used to fund the
Company's operating losses in the first six months of 1996. Sales of marketable
securities as disclosed in the Statements of Cash Flows represent cash received
on maturity of the Company's held-to-maturity securities.
The Company has a credit facility consisting of a demand line of credit of
$2,000,000 and a revolving equipment line of $1,000,000. Availability under the
demand line of credit is based on a percentage of qualified accounts receivable.
Borrowings outstanding on January 1, 1996 under the revolving equipment line
converted to a two-year term note. Interest on the demand line of credit
accrues at the prime rate, and interest on the revolving equipment line accrues
at prime plus one-quarter percent. As of June 30, 1996, aggregate borrowings
under the line of credit amounted to $1,372,000, of which $750,000 represents
the remaining balance on the revolving equipment line that converted to a two-
year term note. This balance is classified as currently payable due to the fact
that the Company is in violation of financial covenants related to quarterly
cash flows and operating losses.
In the event that the Company continues to experience significant losses and is
unable to consummate a strategic transaction or sale of its business, management
of the Company anticipates that it would require additional sources of working
capital by the beginning of 1997. In the absence of a strategic transaction or
sale of its business, the Company would therefore be required to make
significant reductions in its rate of expenditures during 1996 in order to defer
the requirement to obtain additional working capital, and would, in the absence
of being able to reduce expenditures appropriately on a timely basis, face the
need to obtain additional working capital either through private financing or
alternatively sell the Company. There is no assurance that, if the Company seeks
additional financing in the future, such financing will be available upon
acceptable terms, if at all.
9
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
- ---------------------------
None.
ITEM 2. CHANGES IN SECURITIES.
- -------------------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
- -----------------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- -------------------------------------------------------------
None.
ITEM 5. OTHER INFORMATION.
- ---------------------------
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- ------------------------------------------
A. EXHIBITS
Exhibit 10.1 - Merger Agreement dated as of May 11, 1996, by and among Borland
International, Inc., Aspen Acquisition Corporation and the Company (incorporated
by reference to the Company's Form 8-K filed with the Commission on June 5,
1996).
Exhibit 10.2 - Amendment No. 1 to the Merger Agreement dated as of July 31,
1996, by and among Borland International, Inc., Aspen Acquisition Corporation
and the Company.
Exhibit 11.1 - Statement regarding computation of Net Income (Loss) Per Share.
B. REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K dated June 5, 1996 with respect
to the Merger Agreement by and among Borland International, Inc., Aspen
Acquisition Corporation and the Company.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OPEN ENVIRONMENT CORPORATION
Date: August 12, 1996
By:
---------------------------------------------------
Phillip R. Copeland, Acting Chief Executive Officer
(Principal Executive Officer)
By:
---------------------------------------------------
James J. Driscoll, Vice President of Finance
(Principal Financial Officer and Principal
Accounting Officer)
11
<PAGE>
EXHIBIT 10.2
AMENDMENT NO. 1 TO MERGER AGREEMENT
AMENDMENT NO. 1
This AMENDMENT NO. 1 (this "Amendment") is made and entered into as of this
31st day of July 1996 by and among Borland International, Inc., a Delaware
corporation ("Acquiror"), Aspen Acquisition Corp., a Delaware corporation and
a direct, wholly-owned subsidiary of Acquiror ("Acquiror Sub"), and Open
Environment Corporation, a Delaware corporation (the "Target"), with reference
to the following:
Acquiror, Acquiror Sub and Target are parties to that certain Agreement and
Plan of Merger dated as of May 11, 1996 (the "Merger Agreement"), pursuant
to which Acquiror is to acquire Target by way of a merger of Acquiror Sub
into Target (the "Merger").
The parties hereto agree that the Merger Agreement is amended as follows:
1. The first sentence of Section 2.01 (a)(i) of the Merger Agreement is
amended to read as follows:
(i) each share of common stock, $0.01 par value, of the Target
("Target Common Stock") issued and outstanding immediately prior to the
Effective Time (excluding any shares held by the Target, Acquiror or
Acquiror Sub or any other direct or indirect wholly owned subsidiary of
Acquiror or the Target immediately prior to the Merger (the "Cancelable
Shares") shall be converted into the right to receive 0.66 shares (the
"Exchange Ratio") of common stock, $0.01 par value ("Acquiror Common
Stock"), of Acquiror.
2. Section 2.01(b) is amended to read as follows:
(b) For the purposes of this Agreement, the term "Average Trading
Price" shall be determined as the average of the closing prices of
Acquiror Common Stock, as quoted on The National Association of
Securities Dealers Automated Quotations--National Market System
("Nasdaq"), for the fifteen (15) Nasdaq trading days immediately
preceding and including the Determination Date. The term "Determination
Date" shall mean the date which is five (5) business days (or such
greater number of days as may be required by applicable law) prior to
the date of the Target Stockholders' Meeting (as hereinafter defined)
or, if such date is not a Nasdaq trading day, the Nasdaq trading day
first immediately preceding such date.
3. The second sentence of Section 4.03 of the Merger Agreement is
corrected to state that as of March 31, 1996, the total number of shares of
Acquiror Common Stock which were issued and outstanding was 31,168,378.
4. Sections 7.02 (a) and (b) of the Merger Agreement are amended to read:
(a) the Target shall have performed or complied in all material
respects with all agreements and covenants required by this Agreement
to be performed or complied with by it on or prior to the Effective
Time and each of the representations and warranties of the Target
contained in this Agreement shall have been true and correct as of the
date of the Merger Agreement was originally executed in all material
respects, and Acquiror shall have received a certificate of an
executive officer of the Target to that effect; provided however, that
the financial performance of Target for the quarter ended June 30, 1996
and any adverse effect attributable to a decline in the Target's
financial performance subsequent to June 30, 1996 shall not be
considered a breach of the representations and warranties of the
Target; and
(b) the Target shall not have become subject to any action or event
which resulted in or may likely result in a Material Adverse Effect,
provided, however, that Material Adverse Effect for purposes of this
condition 7.02(b) shall not include: (i) any adverse effect resulting
from an item expressly disclosed in the Target Disclosure Schedule
dated 5/7/96, (ii) directly attributable to reactions of customers or
employees to the announcement of the Merger (iii) a material national
economic downturn (iv) or any adverse effect attributable to a decline
in financial performance; and
12
<PAGE>
5. Sections 7.02(e) and (g) are deemed waived; provided however, that
Target shall use its best efforts to (i) keep the Part A Employees and Part
B Employees as employees of the Target and (ii) secure the commitment of
such employees to remain as employees of Acquiror following the Effective
Time.
6. Section 7.03(a) of the Merger Agreement is amended to read:
(a) Acquiror and Acquiror Sub shall have performed or complied in all
material respects with all agreements and covenants required by this
Agreement to be performed or complied with by them on or prior to the
Effective Time and each of the representations and warranties of
Acquiror and Acquiror Sub contained in this Agreement shall have been
true and correct as of the date the Merger Agreement was originally
executed in all material respects, and Target shall have received a
certificate of an executive officer of Acquiror to that effect;
provided however, that the financial performance of Acquiror for the
quarter ended June 30, 1996 and any adverse effect attributable to a
decline in Acquiror's financial performance subsequent to June 30, 1996
shall not be considered a breach of the representations and warranties
of Acquiror; and
7. The date after which the Merger Agreement may be terminated pursuant
to Section 8.01(b) is changed from September 10, 1996 to October 31, 1996.
8. Except as provided above, the Merger Agreement remains in full force
and effect.
IN WITNESS WHEREOF, Acquiror, Acquiror Sub and the Target have caused this
Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
BORLAND INTERNATIONAL, INC.
By /s/
-------------------------------------------
Name: Robert H. Kohn
Title: Senior Vice President and Secretary
ASPEN ACQUISITION CORP.
By /s/
-------------------------------------------
Name: Robert H. Kohn
Title: Vice President and Secretary
OPEN ENVIRONMENT CORPORATION
By /s/
-------------------------------------------
Name: Adam Honig
Title: President
13
<PAGE>
Exhibit 11.1
<TABLE>
<CAPTION>
OPEN ENVIRONMENT CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1996 1995 1996 1995
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average shares of
common stock outstanding 7,516,884 6,928,430 7,497,657 5,775,897
Common stock equivalents:
Series A Convertible Preferred
Shares 142,857 569,060
Dilutive effect of stock options 1,270,376 1,271,550
7,516,884 8,341,663 7,497,657 7,616,507
========== ========== ========== =========
Net income (loss) ($8,391,025) $ 639,784 ($12,438,610) $ 813,487
========== ========== =========== =========
Net income (loss) per share ($1.12) $0.08 ($1.66) $0.11
========== ========== =========== =========
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> APR-01-1996 JAN-01-1996
<PERIOD-END> JUN-30-1996 JUN-30-1996
<CASH> 5,356,953 5,356,953
<SECURITIES> 7,074,662 7,074,662
<RECEIVABLES> 5,552,914 5,552,914
<ALLOWANCES> (1,214,482) (1,214,482)
<INVENTORY> 0 0
<CURRENT-ASSETS> 20,228,824 20,228,824
<PP&E> 5,971,230 5,971,230
<DEPRECIATION> (3,214,302) (3,214,302)
<TOTAL-ASSETS> 24,640,253 24,640,253
<CURRENT-LIABILITIES> 8,171,247 8,171,247
<BONDS> 0 0
0 0
0 0
<COMMON> 81,216 81,216
<OTHER-SE> 16,387,790 16,387,790
<TOTAL-LIABILITY-AND-EQUITY> 24,640,253 24,640,253
<SALES> 2,756,228 7,034,970
<TOTAL-REVENUES> 2,756,228 7,034,970
<CGS> 2,273,829 4,530,202
<TOTAL-COSTS> 2,273,829 4,530,202
<OTHER-EXPENSES> 8,168,716 14,435,904
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (7,543,528) (11,591,113)
<INCOME-TAX> 847,497 847,497
<INCOME-CONTINUING> (8,391,025) (12,438,610)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (8,391,025) (12,438,610)
<EPS-PRIMARY> (1.12) (1.66)
<EPS-DILUTED> (1.12) (1.66)
</TABLE>
