MAXIS INC
10-Q, 1996-08-13
PREPACKAGED SOFTWARE
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<PAGE>
 
                        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 June 30, 1996

     [_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission file number 0-25832


            ------------------------------------------------------

                                  MAXIS, INC.
            (Exact name of registrant as specified in its charter)

            ------------------------------------------------------

             DELAWARE                                      94-3128369
  (State or other jurisdiction of                       (I.R.S. Employer 
   incorporation or organization)                      Identification No.)

                      2121 NORTH CALIFORNIA BLVD., SUITE 600
                           WALNUT CREEK,  CA 94596-3572
                     (Address of principal executive offices)
                         TELEPHONE NUMBER (510) 933-5630

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

  Yes  X   No 
      ---     ---

As of July 31, 1996 there were 11,137,822 shares of the Registrant's Common
Stock, $.0001 par value, outstanding.

                                  ____________

                                     Page 1
<PAGE>
 
                                  MAXIS, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
 
PART I.  Financial Information                                              Page
                                                                            ----
 
         Item 1.  Condensed Consolidated Financial Statements (unaudited)
<S>                                                                        <C>
                  Condensed Consolidated Balance Sheets
                   At June 30, 1996 and March 31, 1996.......................  3
                  Condensed Consolidated Statements of Operations
                   Three months ended June 30, 1996 and 1995.................  4
                  Condensed Consolidated Statements of Cash Flows
                   Three months ended June 30, 1996 and 1995.................  5
                  Notes to Condensed Consolidated Financial Statements.......  6
 
         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.......................  8
 
PART II.  Other Information

          Item 6.  Exhibits and Reports on Form 8-K.......................... 12

          Signature.......................................................... 13
</TABLE>

                                     Page 2
<PAGE>
 
PART I.     FINANCIAL INFORMATION
ITEM 1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  MAXIS, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
 
 
ASSETS                                          June 30, 1996    March 31, 1996
- ------                                          -------------    -------------- 
<S>                                             <C>              <C>
Current assets:
 Cash and cash equivalents....................        $13,144           $20,102
 Marketable securities........................         22,718            22,788
 Accounts receivable, less allowance for 
  returns and doubtful accounts of 
  $5,320 and $5,607...........................          6,795             6,991
 Inventories..................................          2,033             1,543
 Income taxes refundable......................          1,908               227
 Deferred income taxes........................          2,808             2,808
 Other current assets.........................          1,095               872
                                                      -------           -------
Total current assets..........................         50,501            55,331
Furniture and equipment, net..................          4,035             3,243
Deferred income taxes.........................          2,023             2,023
Long-term marketable securities...............          7,185             6,119
Other assets..................................            703               584
                                                      -------           -------
                                                      $64,447           $67,300
                                                      =======           =======
 
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
 
Current liabilities:
 Accounts payable.............................        $ 1,139           $ 1,607
 Payable to affiliate partners................            605               631
 Royalties payable............................            945             1,373
 Accrued compensation.........................          1,498             1,685
 Accrued advertising..........................          1,662             1,538
 Other accrued liabilities....................          1,344             2,585
 Accrued rent.................................            614               647
                                                      -------           -------
Total current liabilities.....................          7,807            10,066
                                                      -------           -------
Commitments
Stockholders' equity:
 Common stock, $.0001 par value; authorized
  shares, 40,000,000; issued and outstanding,
  11,069,322 and 10,989,906...................         51,286            50,514
 Notes receivable from stockholders...........           (261)             (269)
 Retained earnings............................          5,712             7,128
 Deferred compensation........................            (97)             (139)
                                                      -------           -------
Total stockholders' equity....................         56,640            57,234
                                                      -------           -------
                                                      $64,447           $67,300
                                                      =======           =======
</TABLE>
                            See accompanying notes.

                                     Page 3
<PAGE>
 
                                  MAXIS, INC.
                                  ===========

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
 
 
                                                Three months ended
                                                     June 30
                                                ------------------
<S>                                             <C>        <C>
 
                                                   1996       1995
                                                -------    -------
Net revenues.................................   $ 8,108    $11,332
  Cost of revenues...........................     2,980      3,590
                                                -------    -------
Gross profit.................................     5,128      7,742
                                                -------    -------
Operating expenses:
  Research and development...................     2,785      1,797
  Sales and marketing........................     3,621      2,904
  General and administrative.................     1,460      1,440
                                                -------    -------
Total operating expenses.....................     7,866      6,141
                                                -------    -------
Income (loss) from operations................    (2,738)     1,601
Interest income..............................       434        195
                                                -------    -------
Income (loss) from operations before taxes...    (2,304)     1,796
Provision (benefit) for income taxes.........      (888)       664
                                                -------    -------
Net income (loss)............................    (1,416)     1,132
                                                -------    -------
Net income (loss) per share..................     $(.13)      $.12
                                                =======    =======
Shares used in per share calculations........    11,031      9,798
                                                =======    =======
</TABLE>

                            See accompanying notes.

                                     Page 4
<PAGE>
 
                                  MAXIS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                           Three months ended
                                                                 June 30
                                                           --------------------
                                                              1996       1995
                                                              ----       ----
<S>                                                        <C>          <C>
OPERATING ACTIVITIES
- --------------------
Net income (loss).......................................   $  (1,416)   $ 1,132
Adjustments to reconcile net income to net cash
 (used in) provided by operating activities:
   Provision for returns and doubtful accounts..........        (287)       629
   Depreciation.........................................         285        192
   Deferred income taxes................................          --       (696)
   Amortization of deferred compensation................          42        127
   Changes in operating assets and liabilities..........      (4,289)       505
                                                           ---------    -------
 Net cash (used in) provided by operating activities....      (5,665)     1,889

INVESTING ACTIVITIES
Purchases of held-to-maturity securities................      (2,066)        --
Maturities of held-to-maturity securities...............       1,000         --
Sales of available-for-sale  securities.................          --        980
Additions to fixed assets, net..........................      (1,077)      (247)
Other...................................................          70         46
                                                           ---------    -------
 Net cash (used in) provided by investing activities....      (2,073)       779
                                                           ---------    -------
FINANCING ACTIVITIES
Proceeds from exercise of stock options.................          84         --
Net proceeds from issuance of common stock..............          --     35,493
Tax benefit from exercise of stock options..............         696         --
Repayment of notes receivable from stockholders.........          --         18
Repurchase of common stock..............................          --         (3)
                                                           ---------    -------
 Net cash provided by financing activities..............         780     35,508
                                                           ---------    -------
Net (decrease) increase  in cash and cash equivalents...      (6,958)    38,176
Cash and cash equivalents at beginning of period........      20,102      2,610
                                                           ---------    -------
Cash and cash equivalents at end of period..............   $  13,144    $40,786
                                                           =========    =======

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
 Accretion of preferred stock...........................   $      --    $    87
                                                           =========    =======
 Conversion of preferred stock to common stock..........   $      --    $11,450
                                                           =========    =======
 Forgiveness of note receivable from stockholder........   $      (8)   $    --
                                                           =========    =======
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Income tax payments....................................   $      97    $   329
                                                           =========    =======
</TABLE>
                            See accompanying notes.

                                     Page 5
<PAGE>
 
                                  MAXIS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


1. Basis of Presentation
   ---------------------

  The condensed consolidated financial statements for the three months ended
  June 30, 1996 and 1995 are unaudited and reflect all adjustments, consisting
  only of normal recurring adjustments, which are, in the opinion of management,
  necessary for a fair presentation of the results for the interim periods.
  These condensed consolidated financial statements should be read in
  conjunction with the financial statements and notes thereto in Maxis' Annual
  Report on Form 10-K for the year ended March 31, 1996.  The results of
  operations for the three months ended June 30, 1996 are not necessarily
  indicative of the results for the entire year.

  Per share data

  Per share data is based on the weighted average number of common shares and
  dilutive common stock equivalents outstanding for the period.  Common shares
  outstanding includes weighted average common equivalent shares as if all
  shares of preferred stock were converted into common stock on their respective
  dates of issuance.  Pursuant to Securities and Exchange Commission Staff
  Accounting Bulletin No. 83, options to purchase common stock (using the
  treasury stock method) granted by the Company during the 12 months immediately
  preceding the initial public offering date have been included in the
  calculation of weighted average number of common shares outstanding as if the
  underlying shares were outstanding during the quarter ended June 30, 1995.

2. Issuance of Common Stock
   ------------------------

  On June 1, 1995, the Company consummated an initial public offering of
  3,450,000 shares of common stock which raised approximately $35.5 million, net
  of expenses.  Of the 3,450,000 shares of common stock, 2,450,000 shares were
  sold by the Company and 1,000,000 shares were sold by selling stockholders.
  Immediately prior to the offering, all outstanding shares of preferred stock
  were converted into 2,093,750 shares of common stock.

3. Marketable Securities
   ---------------------

  At June 30, 1996, the Company's held-to-maturity and available-for-sale debt
  securities consist of the following (in thousands):

<TABLE>
<CAPTION>
                                               Held-to-maturity securities
                                     -------------------------------------------
                                                  Gross       Gross    Estimated
                                               unrealized  unrealized    fair
                                      Cost        gains       losses     value
                                     -------   ----------   ---------   -------
<S>                                  <C>       <C>          <C>         <C>
Municipal bonds....................  $22,902   $      254   $      --   $23,156
                                     -------   ----------   ---------   -------
Municipal notes....................    2,001           23          --     2,024
                                     -------   ----------   ---------   -------
                                     $24,903   $      277   $      --   $25,180
                                     =======   ==========   =========   =======
 
                                           Available-for-sale securities
                                     -------------------------------------------
                                                  Gross       Gross    Estimated
                                               unrealized   unrealized    fair
                                      Cost        gains       losses     value
                                     -------   ----------   ---------   -------
U.S. corporate securities..........  $15,100   $        8   $      --   $15,108
Money market funds.................      329           --          --       329
                                     -------   ----------   ---------   -------
                                     $15,429   $        8   $      --   $15,437
                                     =======   ==========   =========   =======
Total..............................  $40,332   $      285   $      --   $40,617
                                     =======   ==========   =========   =======
</TABLE>

                                     Page 6
<PAGE>
 
                                  MAXIS, INC.
                                  ---------- 

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                  (Unaudited)


3. Marketable Securities - (continued)
   -----------------------------------

  Such debt and equity securities have been recorded as cash and cash
  equivalents ($10,429,000), short-term marketable securities ($22,718,000),
  and long-term marketable securities ($7,185,000).  The contractual maturities
  of held-to-maturity and available-for-sale debt securities at June 30, 1996
  are all two years or less.  Realized gains and losses on sales of available-
  for-sale securities have not been material.


4. Inventories
   -----------

Inventories consist primarily of software media, manuals and related packaging
materials as follows (in thousands):

<TABLE>
<CAPTION>
                                               June 30   March 31
                                                 1996      1996
                                               -------   --------
<S>                                             <C>        <C>
Raw materials and work in process...            $  686     $  356
Finished goods......................             1,347      1,187
                                                ------     ------
                                               $ 2,033     $1,543
                                               =======     ======
 </TABLE>

                                     Page 7
<PAGE>
 
                                  MAXIS, INC.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

  The following information should be read in conjunction with the consolidated
  financial statements and the notes thereto and in conjunction with
  Management's Discussion and Analysis of Financial Condition and Results of
  Operations in the Company's Annual Report on Form 10-K for the fiscal year
  ended March 31, 1996.  The operating results for any quarter are not
  necessarily indicative of results for any future period.


  Overview

  Maxis was founded in 1987 to develop software for the consumer entertainment
  market. In North America, Maxis currently sells its software products,
  including affiliate partner products, through software distributors, major
  computer and software retailing organizations, consumer electronics stores,
  discount warehouse stores and mail order companies. Internationally, the
  Company sells its products through a combination of distribution, direct
  retail and licensing arrangements. Maxis' products are available for multiple
  platforms, including Windows, Windows 95, DOS and Macintosh. The Company has
  also adapted certain of its products for new platforms, including the Sega
  Saturn and Sony PlayStation.

  The following table sets forth, as a percentage of net revenues, consolidated
  statement of operations data for the periods indicated:

<TABLE>
<CAPTION>
 
                                                        Three months ended
                                                             June 30
                                                        ------------------
                                                          1996      1995
                                                          ----      ----
<S>                                                     <C>       <C>
 
        Net revenues................................     100.0%   100.0%
            Cost of revenues........................      36.8     31.7
                                                        ------    -----
        Gross profit................................      63.2     68.3
                                                        ------    -----
 
        Operating expenses:
            Research and development................      34.3     15.8
            Sales and marketing.....................      44.7     25.6
            General and administrative..............      18.0     12.7
                                                        ------    -----
        Total operating expenses....................      97.0     54.1
                                                        ------    -----
 
        Income (loss) from operations...............     (33.8)    14.2
        Interest income.............................       5.4      1.7
                                                        ------    -----
        Income (loss) from operations before taxes..     (28.4)    15.9
        Provision (benefit) for income taxes........     (10.9)     5.9
                                                        ------    -----
        Income (loss) from continuing operations....     (17.5)%   10.0%
                                                        ======    =====
 
</TABLE>

                                     Page 8
<PAGE>
 
                                  MAXIS, INC.


  Net Revenues

  The Company's net revenues were $8,108,000 in the first quarter of fiscal
  1997, a decrease of 28.5% from net revenues of $11,332,000 in the first
  quarter of fiscal 1996. The lower revenues in fiscal 1997 were due to several
  factors. The Company experienced lower revenues from SimCity 2000 on the PC
  format, a product originally released for DOS in October 1993. The declining
  sales of SimCity 2000 for PCs was partially, but not completely, offset by
  sales of SimCity 2000 for game consoles, specifically the Sega Saturn and the
  Sony Playstation. During the first quarter of fiscal 1997, the Company's
  product introductions included SimCity 2000 for the Sony Playstation, SimCity
  2000 Network Edition and SimIsle for Windows and Macintosh. These products
  shipped late in the quarter and, therefore, the Company received no reorders
  during the period. Furthermore, in April 1995, the Company released SimTower
  for Windows which was the Company's best-selling new release during the first
  quarter of fiscal 1996. This contributed to higher revenues in the first
  quarter of fiscal 1996 as compared to the same period in fiscal 1997.

  CD-ROM (vs. floppy disk) products in first quarter of fiscal 1997 accounted
  for 76% of the Company's revenues, compared with 72% in the same quarter last
  year.

  Cost of Revenues

  Cost of revenues includes all costs of media, manuals, duplication, packaging
  materials, assembly and freight.  In addition, royalties are included in cost
  of revenues. Gross profit as a percentage of net revenues was 63.2% in the
  first quarter of fiscal 1997, a decrease from 68.3% in the first quarter of
  fiscal 1996.  The decrease in gross profit is due primarily to a higher
  percentage of net revenues from affiliate partners during the first quarter of
  fiscal 1997.  Sales of affiliate products represented 16% of net revenues in
  the first quarter of fiscal 1997 as compared to 5% in the same quarter last
  year.  Gross profit for affiliate products is lower than gross profit for
  Maxis-published products because the Company's services for its affiliate
  partners are generally limited to sales and distribution and, in some cases, a
  manufacturing function.  Also, cost of goods sold for game console products is
  generally higher than for PC-based Maxis products.  Due primarily to the
  introduction of SimCity 2000 for the Sony Playstation, the percentage of
  revenues from game consoles was 15% during the first quarter of fiscal 1997.
  There were no revenues from products for game consoles in the same quarter
  last year.  The Company expects that the gross profit percentage will continue
  to fluctuate on a quarterly basis.

  Research and Development

  Research and development expenses consist primarily of personnel and equipment
  costs required to conduct the Company's development efforts and to fund third-
  party software development costs.  Third-party software development costs may
  include advance product development payments, which are expensed as paid. The
  Company increased research and development expenses 55.0% from $1,797,000 in
  the first quarter of fiscal 1996 to $2,785,000 in the first quarter of fiscal
  1997.  As a percentage of net revenues, research and development increased
  from 15.8% for the first quarter of fiscal 1996 to 34.3% for the first quarter
  of fiscal 1997.  The increase  in research and  development expenses was due
  primarily to hiring additional employees and the associated salaries, benefits
  and facilities costs.  In addition, ongoing development costs related to
  Cinematronics were included in the Company's results of operations for the
  entire first quarter of fiscal 1997.  There were no such costs in the same
  period last year because the Company acquired Cinematronics in March 1996.
  The Company believes that significant investment in research and development
  is required to remain competitive and intends to continue to increase its
  investment in this area.  Therefore, the Company expects research and
  development expenses to increase in absolute dollars.

                                     Page 9
<PAGE>
 
                                  MAXIS, INC.


  Sales and Marketing

  The Company increased its sales and marketing expenses, which include customer
  support services, from $2,904,000 in the first quarter of fiscal 1996 to
  $3,621,000 in the first quarter of fiscal 1997.  As a percentage of net
  revenues, sales and marketing expenses increased from 25.6% in the first
  quarter of fiscal 1996 to 44.7% in the first quarter of fiscal 1997.  The
  increase in sales and marketing expenses is due to expansion of the Company's
  sales and marketing organizations, both in the United States and Europe.
  Also, during the first quarter of fiscal 1997, the Company opened a sales,
  marketing and development office in Tokyo, Japan.  There were no comparable
  costs during the same quarter last year. In addition, the Company increased
  expenditures for advertising, trade shows and marketing programs with
  customers.

  The Company believes that competition for retail shelf space has significantly
  increased over the prior year, due in part to an overall increase in the
  number of new products.  The Company expects to continue aggressive marketing
  and sales programs in order to continue to distinguish Maxis and its products
  in the marketplace.  Therefore, the Company expects marketing and sales
  expenses to increase in absolute dollars.

  General and Administrative

  General and administrative expenses, in absolute dollars, remained relatively
  constant from the first quarter of fiscal 1997 compared to the same period
  last year.  Due to lower revenues in the first quarter of fiscal 1997, general
  and administrative expenses as a percentage of revenues increased from 12.7%
  in the first quarter of fiscal 1996 to 18.0% in the first quarter of fiscal
  1997.

  Interest income

  Interest income as a percentage of net revenues increased to 5.4% for the
  first quarter of fiscal 1997 from 1.7% for same quarter last year due to
  higher invested cash balances resulting from the proceeds of the Company's
  issuance of Common Stock in its initial public offering in June 1995 and due
  to lower revenues in the first quarter of fiscal 1997 as compared to the first
  quarter of fiscal 1996.

  Liquidity and Capital Resources

  As of June 30, 1996, the Company's principal sources of liquidity included
  cash and short-term investments of approximately $35.9 million and an
  available bank line of credit in the amount of $1,000,000, which the Company
  has not used to date. The line of credit expires on August 30, 1996. The
  Company also has longer-term investments totaling approximately $7.2 million.
  The Company's cash, short-term investments and unused bank line of credit are
  available to meet seasonal working capital requirements. The Company uses its
  working capital to finance ongoing operations, fund the development and
  introduction of new products and acquire capital equipment. The Company's
  operating activities used cash of $5,665,000 and provided cash of $1,889,000
  in the first quarters of fiscal 1997 and 1996, respectively.

  From time to time, the Company evaluates acquisitions of businesses, products
  or technologies that complement the business of Maxis. The Company has no
  present understandings, commitments or agreements with respect to any material
  acquisitions of other businesses, products or technologies. Any such
  transactions, if consummated, may use a portion of the Company's working
  capital or require the issuance of equity.
 

                                    Page 10
<PAGE>
 
                                  MAXIS, INC.


  Liquidity and Capital Resources (Cont.)

  The Company believes that existing working capital and cash from operations
  will satisfy the Company's liquidity and capital requirements for at least the
  next year.

  Risk Factors Affecting Future Earnings and Stock Price

  Sections of this Report, particularly the third and fourth paragraphs on page
  9, the second paragraph on page 10 and the statements under Liquidity and
  Capital Resources contain forward-looking statements within the meaning of
  Section 27A of  the Securities Act of 1933 and Section 21E of the Securities
  Exchange Act of 1934.  Actual results could differ materially from those
  projected in the forward-looking statements as a result of many factors,
  including the risk factors set forth below and elsewhere in this Report.

  The Company has experienced, and expects to continue to experience,
  significant fluctuations in operating results due to a variety of factors,
  including the size and rate of growth of the consumer software market, market
  acceptance of the Company's products and those of its competitors, development
  and promotional expenses relating to the introduction of new products or new
  versions of existing products, seasonality, projected and actual changes in
  computing platforms, the timing and success of product introductions, product
  returns, changes in pricing policies by the Company or its competitors, the
  accuracy of retailers' forecasts of consumer demand, the timing of orders from
  major customers and order cancellations.

  The Company's operating results may also fluctuate significantly due to
  changes in product plans or delays in completing and shipping products.  For
  example, in April 1996, the Company decided to reevaluate The Mindwarp, an
  action game it had planned to ship during fiscal 1997.  In July 1996, the
  Company completed its re-evaluation and decided to discontinue the development
  of The Mindwarp.  In connection with this decision, the Company decided to
  close its Utah development office.  Such risks apply to all of the Company's
  products under development.

  The consumer software business is highly seasonal.  Net revenues are typically
  significantly higher during the third fiscal quarter, due primarily to the
  increased demand for consumer software during the calendar year-end holiday
  buying season.  Net revenues in other quarters are generally lower and vary
  significantly as a result of new product introductions and other factors.  The
  Company expects its net revenues and operating results to continue to reflect
  significant seasonality and further expects the second quarter of fiscal 1997
  to result in losses due to increased operating expenses, weakness in the
  retail market for consumer entertainment software products, seasonality, and
  the cancellation of The Mindwarp.  There can be no assurance that the Company
  will achieve consistent profitability on a quarterly or annual basis.

  In response to competitive pressures, the Company may take certain pricing or
  marketing actions that could materially adversely affect the Company's
  business, operating results and financial condition.  The Company may be
  required to pay fees in advance or to guarantee royalties, which may be
  substantial, to obtain licenses to intellectual properties from third parties
  before products incorporating such properties have been introduced or achieved
  market acceptance.

  Products are generally shipped as orders are received, and accordingly the
  Company operates with little backlog.  The Company's expense levels are based,
  in part, on its expectations regarding future sales and, as a result,
  operating results would be disproportionately adversely affected by a decrease
  in sales or a failure to meet the Company's sales expectations.  Defective
  products may result in higher customer support costs and product returns.

                                    Page 11
<PAGE>
 
                                   MAXIS, INC.

  Risk Factors Affecting Future Earnings and Stock Price (Cont.)

  The Company's gross profit is affected by the mix of sales among products that
  are developed or licensed by Maxis and affiliate partner products that are
  developed by third parties and distributed by the Company.  Gross profit and
  operating expenses are significantly lower on affiliate partner products
  because the Company's services are generally limited to sales, distribution
  and related functions.  Effective April 1, 1996, the Company changed the
  offered terms of its affiliate partner program granting, among other things, a
  greater share of receipts on affiliate sales to affiliate partners.  There can
  be no assurance that the Company's current share of receipts on affiliate
  sales for distribution services or the current mix of affiliate partner sales
  will be sustained.

  The market price of the Company's Common Stock could be subject to significant
  fluctuations in response to variations in quarterly operating results and
  other factors, such as announcements of new products by the Company or its
  competitors and changes in financial estimates by securities analysts or other
  events.  The stock market and many technology companies have recently been
  trading at or near historic highs and reflect price/earning ratios above
  historic norms.  Moreover, the stock market has experienced extreme volatility
  that has particularly affected the market prices of equity securities of many
  high technology companies and that has often been disproportionate to the
  operating performance of such companies.  Broad market fluctuations, as well
  as economic conditions generally and in the software industry specifically,
  may adversely affect the market price of the Company's Common Stock.  There
  can be no assurance that the Company's stock price will remain at or near its
  current level.


PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               11.1  Statement of Computation of Earnings per Share

               27.1  Financial Data Schedule

          (b)  Reports on Form 8-K

               No reports on Form 8-K were filed during the quarter ended
               June 30, 1996.

                                    Page 12
<PAGE>
 
                                  MAXIS, INC.

                                   SIGNATURE

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.


                                         MAXIS, INC.
                                         (Registrant)



Date:  August 13, 1996              By:  /s/ Fred M. Gerson
                                         ------------------
                                         Vice President,
                                         Chief Financial Officer

                                    Page 13
<PAGE>
 
                                  MAXIS, INC.

                               INDEX TO EXHIBITS



  EXHIBIT                                                      SEQUENTIALLY
  NUMBER     DESCRIPTION OF EXHIBIT                            NUMBERED PAGE
  ------     ----------------------                            -------------

  11.1       Statement of Computation of Earnings per Share         15

  27.1       Financial Data Schedule                                16
 

                                    Page 14

<PAGE>
 
                                                                    EXHIBIT 11.1

                                  MAXIS, INC.

                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                     (In thousands, except per share data)
<TABLE>
<CAPTION>
 
                                                              Three Months Ended
                                                                   June 30,
                                                              -------------------
                                                                1996       1995
                                                              ---------   -------
                                                              <C>         <C>
 
  Net income (loss)........................................    $(1,416)    $1,132
  Computations of weighted average common and common
     equivalent shares outstanding:
      Weighted average common shares outstanding...........     11,031      6,681
      Common equivalent shares from stock options issued
        during the twelve-month period prior to the Com-
        pany's initial public offering.....................         --        993
  Common equivalent shares attributable to:
      Redeemable preferred stock (if-converted method).....         --      2,094
      Stock options (treasury stock method)................         --         30
                                                               -------     ------
  Shares used in computing net income (loss) per share.....     11,031      9,798
                                                               =======     ======
  Net income (loss) per share..............................    $  (.13)    $  .12
                                                               =======     ======
</TABLE>

                                    Page 15

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS, CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS, AND NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996 
<PERIOD-END>                               JUN-30-1996
<CASH>                                          13,144
<SECURITIES>                                    22,718
<RECEIVABLES>                                   12,115
<ALLOWANCES>                                     5,320
<INVENTORY>                                      2,033
<CURRENT-ASSETS>                                50,501
<PP&E>                                           6,604
<DEPRECIATION>                                   2,569
<TOTAL-ASSETS>                                  64,447
<CURRENT-LIABILITIES>                            7,807
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        51,286
<OTHER-SE>                                       5,354
<TOTAL-LIABILITY-AND-EQUITY>                    64,447
<SALES>                                          6,491
<TOTAL-REVENUES>                                 8,108
<CGS>                                            2,565
<TOTAL-COSTS>                                    2,980
<OTHER-EXPENSES>                                 7,866
<LOSS-PROVISION>                                   972
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (2,304)
<INCOME-TAX>                                     (888)
<INCOME-CONTINUING>                            (1,416)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,416)
<EPS-PRIMARY>                                  ($0.13)
<EPS-DILUTED>                                  ($0.13)
        

</TABLE>


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