<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[MARK ONE]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[X] 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 0-26298
HARBINGER CORPORATION
(Exact name of registrant as specified in Its charter)
<TABLE>
<S> <C>
GEORGIA 58-1817306
(State or other Jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1055 LENOX PARK BOULEVARD
ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 841-4334
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 shares of the issuer's class of capital stock outstanding as of
April 25, 1997, the latest practicable date, is as follows: 19,067,016 shares
of Common Stock, $.0001 par value.
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FORM 10-Q
PAGE 1 OF 18
<PAGE> 2
HARBINGER CORPORATION
FORM 10-Q
QUARTER ENDED MARCH 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - (unaudited) March 31, 1997
and December 31, 1996 3
Consolidated Statements of Operations (unaudited) - Three
months ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows (unaudited) -
Three months ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
PART III. SIGNATURES 17
</TABLE>
FORM 10-Q
PAGE 2 OF 18
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
HARBINGER CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
------------- -------------
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,680,000 $ 9,059,000
Accounts receivable, less allowances for returns and
doubtful accounts of $1,643,000 at March 31, 1997 and
$2,077,000 at December 31, 1996 14,743,000 11,890,000
Deferred income taxes 1,517,000 1,517,000
Due from joint ventures 67,000 1,827,000
Other current assets 2,015,000 1,399,000
------------ ------------
Total current assets 24,022,000 25,692,000
------------ ------------
Property and equipment, less accumulated depreciation and amortization 9,636,000 8,226,000
Investments in joint ventures - 407,000
Intangible assets, less accumulated amortization 12,201,000 13,147,000
Deferred income taxes and other assets 1,284,000 1,321,000
------------ ------------
$ 47,143,000 $ 48,793,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,053,000 $ 3,053,000
Accrued expenses 11,991,000 9,880,000
Deferred revenues 7,239,000 7,193,000
Note payable to bank 993,000 1,550,000
Current portion of long-term debt 886,000 907,000
------------ ------------
Total current liabilities 27,162,000 22,583,000
------------ ------------
Commitments and contingencies
Long-term debt, excluding current portion 1,305,000 1,368,000
Redeemable preferred stock:
Zero Coupon, $1.00 redemption value; 4,000,000 shares issued
and outstanding at March 31, 1997 and December 31, 1996 - -
Shareholders' equity:
Common stock, $0.0001 par value; 100,000,000 shares
authorized, 19,007,855 shares and 18,690,265 shares issued
and outstanding at March 31, 1997 and December 31, 1996 2,000 2,000
Additional paid-in capital 55,320,000 45,291,000
Accumulated deficit (36,646,000) (20,451,000)
------------ ------------
Total shareholders' equity 18,676,000 24,842,000
------------ ------------
$ 47,143,000 $ 48,793,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
FORM 10-Q
PAGE 3 OF 18
<PAGE> 4
HARBINGER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------
March 31,
--------------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Revenues:
Services $ 12,117,000 $ 7,497,000
Software 4,886,000 4,007,000
------------ -----------
Total revenues 17,003,000 11,504,000
------------ -----------
Direct costs:
Services 3,833,000 2,419,000
Software 694,000 675,000
------------ -----------
Total direct costs 4,527,000 3,094,000
------------ -----------
Gross margin 12,476,000 8,410,000
------------ -----------
Operating costs:
Selling and marketing 3,482,000 3,056,000
General and administrative 3,356,000 2,752,000
Depreciation and amortization 985,000 491,000
Product development 1,743,000 1,637,000
Charge for purchased in-process product
development and acquisition related charges 16,236,000 8,350,000
------------ -----------
Total operating costs 25,802,000 16,286,000
------------ -----------
Operating loss (13,326,000) (7,876,000)
Interest income, net (64,000) (90,000)
Equity in losses of joint ventures 18,000 1,179,000
------------ -----------
Loss before income tax expense and extraordinary item (13,280,000) (8,965,000)
Income tax expense 23,000 49,000
------------ -----------
Loss before extraordinary item (13,303,000) (9,014,000)
Extraordinary loss on debt extinguishment 2,419,000 -
------------ -----------
Net loss (15,722,000) (9,014,000)
Preferred stock dividends - (28,000)
------------ -----------
Net loss applicable to common shareholders $(15,722,000) $(9,042,000)
============ ===========
Net loss per share:
Loss before extraordinary item applicable to
common shareholders $ (0.70) $ (0.51)
Extraordinary loss on debt extinguishment (0.13) -
------------ -----------
Net loss per common share $ (0.83) $ (0.51)
============ ===========
Weighted average number of common and
common equivalent shares outstanding 18,930,000 17,903,000
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements
FORM 10-Q
PAGE 4 OF 18
<PAGE> 5
HARBINGER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<Capiton>
Three Months Ended
----------------------------
March 31,
----------------------------
1997 1996
------------ --------------
<S> <C> <C>
Cash flows (used in) provided by operating activities $ (998,000) $ 1,959,000
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment (1,461,000) (796,000)
Additions to software development costs (775,000) (827,000)
Investment in acquisition (1,557,000) -
----------- -----------
Net cash used in investing activities (3,793,000) (1,623,000)
----------- -----------
Cash flows from financing activities
Dividends paid on preferred stock - (28,000)
Exercise of stock options and warrants 437,000 346,000
Proceeds from (repayment of) notes payable (740,000) 132,000
Purchase of HNS subordinated debenture (1,500,000) -
----------- -----------
Net cash provided by (used in) financing activities (1,803,000) 450,000
----------- -----------
Net decrease in cash and cash equivalents (6,594,000) 786,000
Cash and cash equivalents at beginning of period 9,059,000 12,763,000
Effect of exchange rates on cash (107,000) -
Cash received from acquisitions 3,322,000 619,000
----------- -----------
Cash and cash equivalents at end of period $ 5,680,000 $14,168,000
=========== ===========
Supplemental disclosure of cash paid for interest $ 22,000 $ 11,000
=========== ===========
Supplemental disclosure of noncash investing activities:
Purchase of HNS subordinated debt in exchange for common stock $ 4,200,000 $ -
=========== ===========
Acquisition of HNS minority interest in exchange for issuance of
options to acquire common stock $ 2,216,000 $ -
=========== ===========
Acquisition of businesses in exchange for assumption of liabilities
and issuance of common stock and options and warrants to
acquire common stock $ - $11,294,000
=========== ===========
Conversion of Series C preferred stock to common stock $ - $ 2,485,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
FORM 10-Q
PAGE 5 OF 18
<PAGE> 6
HARBINGER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The financial information included herein is unaudited; however, the
information reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary to a fair
presentation of the financial position, results of operations, and cash flows
for the interim periods. Operating results for the three months ended March
31, 1997 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1997. For further information, refer to the
financial statements and footnotes thereto included in Harbinger Corporation's
("Harbinger" or the "Company") Form 10-K for the year ended December 31, 1996
and the Company's current report on Form 8-K dated April 28, 1997.
2. ACQUISITIONS
1996 ACQUISITIONS
Effective March 31, 1996, the Company acquired all of the common stock of
NTEX Holding, B.V. ("NTEX"), a Dutch corporation based in Rotterdam, The
Netherlands, for $8.0 million, consisting of $3,195,000 in cash, 107,778 shares
of the Company's common stock valued at $1.2 million, warrants to acquire
18,750 shares of the Company's stock at $11.33 per share valued at $100,500 and
the assumption of $3.5 million in liabilities including transaction costs. The
Company recorded the acquisition using the purchase method of accounting with
$4,449,000 of the purchase price allocated to in-process product development
and charged to the consolidated statement of operations on March 31, 1996,
$204,000 allocated to purchased technology, $621,000 allocated to tangible
assets and $2.8 million allocated to goodwill.
Effective March 31, 1996, the Company acquired all of the common stock of
INOVIS GmbH & Co. ("INOVIS"), a German corporation based in Karlsruhe, Germany
for $6.1 million, consisting of $1,409,000 in cash, 210,276 shares of the
Company's common stock valued at $2.4 million, warrants to acquire 30,000
shares of the Company's stock at $10.17 per share valued at $104,000, a note
payable of $557,000 and the assumption of $1.7 million in liabilities including
transaction costs. The Company recorded the acquisition using the purchase
method of accounting with $3.4 million of the purchase price allocated to
in-process product development and charged to the consolidated statement of
operations on March 31, 1996, $600,000 allocated to purchased technology,
$1,077,000 allocated to tangible assets and $1.1 million allocated to goodwill.
Effective March 31, 1996, the Company acquired the remaining outstanding
common stock of Harbinger N.V. ("HNV"), a Dutch corporation based in Hoofddorp,
the Netherlands for $1.2 million, consisting of 58,065 shares of the Company's
common stock valued at $668,000 and the assumption of $554,000 in liabilities.
The Company recorded the acquisition using the purchase method of accounting
with $300,000 of the purchase price allocated to in-process product development
and charged to the consolidated statement of operations on March 31, 1996,
$518,000 allocated to tangible assets and $447,000 allocated to goodwill and
other intangibles.
Effective August 1, 1996, the Company acquired all of the common stock of
Comtech Management Systems, Inc. ("Comtech"), a Texas corporation based in
Amarillo, Texas, for $500,000, consisting of 24,561 shares of the Company's
common stock valued at $422,000 and the assumption of $75,000 in liabilities.
The Company recorded the acquisition using the purchase method of accounting
with $114,000 of the purchase price allocated to tangible assets, $100,000
allocated to purchased technology, and $283,000 allocated to goodwill.
FORM 10-Q
PAGE 6 OF 18
<PAGE> 7
HARBINGER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
Effective October 15, 1996, the Company acquired all of the common stock
of EDI Integration Services Limited ("EISL"), a company based in Hampshire,
United Kingdom for $804,000 consisting of $134,000 in cash and the assumption
of a $670,000 note payable. The Company recorded the acquisition using the
purchase method of accounting with $250,000 allocated to purchased technology,
$548,000 allocated to goodwill, and $6,000 allocated to tangible assets.
HNS ACQUISITION
On January 1, 1997, because of the expiration of restrictions on the
Company's ability to appoint a majority of the HNS Board of Managers, the
Company exercised its rights as majority shareholder of HNS by appointing a
majority of the members of the HNS Board of Managers. As a result, effective
January 1, 1997, the Company began accounting for its investment in HNS by
consolidating the statements of financial position and results of operations of
HNS with those of the Company.
Also on January 1, 1997, the Company entered into a debenture purchase
agreement with the holder of the Debenture whereby the Company acquired the
Debenture in exchange for $1.5 million in cash and 242,288 shares of the
Company's common stock valued at $4.2 million. The Company recorded an
extraordinary loss on early debt extinguishment of $2.4 million in the first
quarter of 1997 related to this transaction which represents the amount paid of
$5.7 million in excess of the face amount of the Debenture of $3.0 million plus
accrued interest of $280,000.
Immediately after this transaction, the Company acquired the minority
interest in HNS, consisting of 585,335 shares of HNS common stock and stock
options to acquire 564,727 shares of HNS common stock at exercise prices
ranging from $0.70 per share to $1.65 per share, by exchanging cash of $1.6
million and stock options to acquire 355,317 shares of the Company's common
stock at exercise prices ranging from $15.22 per share to $16.53 per share
which were valued by the Company at $2.2 million. Including transaction and
other costs of $350,000, the Company paid $4.1 million for the acquisition of
the HNS minority interest which was accounted for using the purchase method of
accounting with $2.7 million of the purchase price allocated to in-process
product development and charged to the consolidated statement of operations on
January 1, 1997, and $1.4 million allocated to goodwill and purchased
technology. The Company also incurred integration costs during the first
quarter of 1997 related to this acquisition of $1.6 million which has been
reflected in the acquisition related charges in the accompanying consolidated
statement of operations. The Company recorded a net deferred income tax asset
of approximately $840,000 as a result of this acquisition and provided a
valuation allowance against such net deferred income tax asset to reduce it to
zero.
The balance sheets of the above companies have been included in the
Company's consolidated balance sheet as of March 31, 1997 and the results of
operations of the acquired companies have been included in the Company's
supplemental consolidated statements of operations beginning on March 31, 1996,
except for Comtech, EISL and HNS, which have been included beginning on August
1, 1996, October 15, 1996 and January 1, 1997, respectively.
FORM 10-Q
PAGE 7 OF 18
<PAGE> 8
HARBINGER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
The unaudited proforma results of operations of the Company for the three
months ended March 31, 1996 as if the acquisitions described above had been
effected on January 1, 1996 is summarized as follows:
<TABLE>
<CAPTION>
Three months ended
March 31, 1996
------------------
<S> <C>
Revenues $ 13,031,000
Loss before extraordinary item (12,663,000)
Extraordinary loss on debt extinguishment (2,419,000)
------------
Net loss applicable to common shareholders (15,082,000)
============
Net loss per share applicable to common
shareholders before extraordinary item $ (0.71)
Extraordinary loss per share on
debt extinguishment (0.13)
------------
Net loss per share applicable to common
shareholders $ (0.84)
============
Weighted average outstanding common
share and common share equivalent 17,903,000
============
</TABLE>
The unaudited pro forma results do not necessarily represent results which
would have occurred if the acquisitions had taken place on the dates indicated
nor are they necessarily indicative of the results of future operations.
STI ACQUISITION
On January 3, 1997, the Company acquired SupplyTech, Inc., a Michigan
corporation, and its affiliate, SupplyTech International, LLC, a Michigan
limited liability company (collectively "STI"), for 2,400,000 unregistered
shares of the Company's common stock in transactions accounted for using the
pooling-of-interests method of accounting. SupplyTech, Inc. was acquired in a
merger transaction pursuant to the terms of a merger agreement, dated January
3, 1997, by and among the Company, SupplyTech, Inc. and Harbinger Acquisition
Corporation II, a Georgia corporation and a wholly owned subsidiary of the
Company. SupplyTech, Inc. survived the merger as a wholly owned subsidiary of
the Company. SupplyTech International, LLC was acquired by the Company in a
series of related share purchases, which included the exchange of the Company's
common stock for all the outstanding shares of SupplyTech International, LLC.
In connection with the STI Acquisition, the Company incurred a charge of
$7.1 million in January 1997 for acquisition related expenses and asset write
downs and incurred integration costs of $4.8 million during the first quarter
of 1997. The Company recorded a net deferred income tax asset during the first
quarter 1997 of approximately $1.8 million relating to the STI Acquisition and
provided a valuation allowance against such net deferred income tax asset to
reduce it to zero.
The financial position and results of operations of the Company have been
restated for all periods prior to the merger to give retroactive effect to the
STI Acquisition.
FORM 10-Q
PAGE 8 OF 18
<PAGE> 9
HARBINGER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
Total revenues and net income (loss) for the individual companies as
previously reported are as follows:
<TABLE>
<CAPTION>
Three months ended
March 31, 1996
------------------
<S> <C>
Total revenues
Harbinger Corporation $ 7,162,000
STI 4,342,000
-----------
$11,504,000
===========
Net income (loss)
Harbinger Corporation $(8,301,000)
STI (741,000)
-----------
$(9,042,000)
===========
</TABLE>
3. SHAREHOLDERS' EQUITY
On January 1, 1997, the Company issued 242,288 shares of the Company's
common stock in connection with a debenture purchase agreement. (See Note 2.)
On January 1, 1997, the Company issued stock options to acquire 355,317
shares of the Company's common stock at exercise prices ranging from $15.22 per
share to $16.53 per share related to the acquisition of the minority interest
of HNS. (See Note 2.)
On January 3, 1997, the Company issued 2,400,000 unregistered shares of
the Company's common stock as consideration related to the Company's
acquisition of SupplyTech, Inc. and SupplyTech International, LLC. (See Note
2.)
On January 10, 1997, the Board of Directors declared a three-for-two stock
split in the form of a 150% stock dividend on the Company's common stock
payable on January 31, 1997, to shareholders of record on January 17, 1997.
All share, per share and shareholder's equity amounts included in the Company's
consolidated financial statements have been retroactively restated to reflect
the split for all periods presented.
FORM 10-Q
PAGE 9 OF 18
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto included elsewhere
herein and the Company's Form 10-K for the year ending December 31, 1996 and
the Company's current report on Form 8-K dated April 28, 1997.
OVERVIEW
Harbinger Corporation (the "Company") generates revenues from various
sources, including revenues for services and license fees for software.
Revenues for services principally includes subscription fees for transactions
on the Company's Value Added Network ("VAN"), software maintenance and
implementation charges and charges for consulting and training services.
Subscription fees are based on a combination of monthly access charges and
transaction-based usage charges. Software maintenance and implementation
revenues represent recurring charges to customers and are deferred and
recognized ratably over the service period. Revenues for consulting and
training services are based on actual services rendered and are recognized as
services are performed. License fees for software are recognized upon
shipment, net of estimated returns. Software revenues include royalty
revenues under the Company's distribution agreement with a third party
distributor which are recognized based upon sales to end users by that
distributor.
1996 ACQUISITIONS
Effective March 31, 1996, the Company completed the acquisition of NTEX
Holding B.V. ("NTEX") for $8.0 million and the acquisition of INOVIS GmbH
("INOVIS") for $6.1 million. NTEX is a Rotterdam, The Netherlands-based
supplier of EC products and services with about 40 employees at the time of
the acquisition. It develops software for EDI, wide area communications, and
web site development, and it operates an electronic clearing center in The
Netherlands. NTEX builds value-added applications that utilize EDI and
manages trading communities for such markets as healthcare, agriculture,
shipping and education. INOVIS is a Karlsruhe, Germany-based supplier of EC
products and services with about 30 employees at the time of the acquisition.
INOVIS develops software for electronic catalogs and ordering systems that use
both CD-ROM and the Internet. It also manages an electronic clearing center
serving the German-speaking market. INOVIS builds value-added applications
that utilize EDI and manages trading communities for the music, book
publishing, sporting goods, and other markets. The Company's acquisitions of
NTEX and INOVIS are expected to accelerate the Company's realization of
opportunities for its products in international markets.
The Company also completed two other acquisitions during 1996, the
acquisition of the remaining outstanding common stock of Harbinger N.V.
("HNV") and the acquisition of Comtech Management Systems, Inc., which are
more fully described in the Company's accompanying supplemental consolidated
financial statements and which are not expected to have a significant impact
on the Company's financial position or results of operations.
HNS ACQUISITION
On January 1, 1997, because of the expiration of restrictions on the
Company's ability to appoint a majority of the HNS Board of Managers, the
Company exercised its rights as majority shareholder of HNS by appointing a
majority of the members of the HNS Board of Managers. As a result, effective
January 1, 1997, the Company began accounting for its investment in HNS by
consolidating the statements of financial position and results of operations of
HNS with those of the Company.
Also on January 1, 1997, the Company entered into a debenture purchase
agreement with the holder of the Debenture whereby the Company acquired the
Debenture in exchange for $1.5 million in cash and 242,288 shares of the
Company's common stock valued at $4.2 million. The Company recorded an
extraordinary loss on early debt extinguishment of $2.4 million in the first
quarter of 1997 related to this transaction which represents the amount paid of
$5.7 million in excess of the face amount of the Debenture of $3.0 million plus
accrued interest of $280,000.
FORM 10-Q
PAGE 10 OF 18
<PAGE> 11
Immediately after this transaction, the Company acquired the minority
interest in HNS, consisting of 585,335 shares of HNS common stock and stock
options to acquire 564,727 shares of HNS common stock at exercise prices
ranging from $0.70 per share to $1.65 per share, by exchanging cash of $1.6
million and stock options to acquire 355,317 shares of the Company's common
stock at exercise prices ranging from $15.22 per share to $16.53 per share
which were valued by the Company at $2.2 million. Including transaction and
other costs of $350,000, the Company paid $4.1 million for the acquisition of
the HNS minority interest which was accounted for using the purchase method of
accounting with $2.7 million of the purchase price allocated to in-process
product development and charged to the consolidated statement of operations on
January 1, 1997, and $1.4 million allocated to goodwill and purchased
technology. The Company also incurred integration costs during the first
quarter of 1997 related to this acquisition of $1.6 million which has been
reflected in the acquisition related charges in the accompanying consolidated
statement of operations. The Company recorded a net deferred income tax asset
of approximately $840,000 as a result of this acquisition and intends to
provide a valuation allowance against such net deferred income tax asset to
reduce it to zero.
STI ACQUISITION
On January 3, 1997, the Company acquired SupplyTech, Inc., a Michigan
corporation, and its affiliate, SupplyTech International, LLC, a Michigan
limited liability company (collectively "STI"), for 2,400,000 unregistered
shares of the Company's common stock in transactions accounted for using the
pooling-of-interests method of accounting. SupplyTech, Inc. was acquired in a
merger transaction pursuant to the terms of a merger agreement, dated January
3, 1997, by and among the Company, SupplyTech, Inc. and Harbinger Acquisition
Corporation II, a Georgia corporation and a wholly owned subsidiary of the
Company. SupplyTech, Inc. survived the merger as a wholly owned subsidiary of
the Company. SupplyTech International, LLC was acquired by the Company in a
series of related share purchases, which included the exchange of the Company's
common stock for all the outstanding shares of SupplyTech International, LLC.
In connection with the STI Acquisition, the Company incurred a charge of
$7.1 million in January 1997 for acquisition related expenses and asset write
downs and incurred integration costs of $4.8 million during the first quarter
of 1997. The Company recorded a net deferred income tax asset during the first
quarter 1997 of approximately $1.8 million relating to the STI Acquisition and
provided a valuation allowance against such net deferred income tax asset to
reduce it to zero.
The financial position and results of operations of the Company have been
restated for all periods prior to the merger to give retroactive effect to the
STI Acquisition.
RESULTS OF OPERATIONS
REVENUES
Total revenues increased 48% from $11.5 million in the three months ended
March 31, 1996 to $17.0 million in the same period in 1997. Revenues for
services increased 62% from $7.5 million in the three months ended March 31,
1996 to $12.1 million in the same period in 1997, reflecting an increase in the
number of subscribers utilizing the Company's VAN, increases in the average
volume of transmissions by subscribers and increases in professional services
revenues. In addition, increases in revenues for services reflect revenues
generated from the Company's European subsidiaries which were acquired at the
end of the first quarter in 1996. Revenues from software maintenance and
implementation also increased, reflecting primarily an increase in the number
of customers. Revenues from software sales increased 22% from $4.0 million in
the three months ended March 31, 1996 to $4.9 million in the same period in
1997. This increase primarily reflects increases in licensed PC software,
software revenues generated from the Company's European subsidiaries which were
acquired at the end of the first quarter in 1996, and increases in software
license fees attributable to the licensing of enterprise-wide software
products. The increase in software sales was offset by a decrease in royalties
recognized for software products licensed through a third party distributor.
FORM 10-Q
PAGE 11 OF 18
<PAGE> 12
DIRECT COSTS
Direct costs for services increased from $2.4 million in the three months
ended March 31, 1996, to $3.8 million in the three months ended March 31, 1997
which represented approximately 32% of services revenues in both periods.
Direct costs for software increased from $675,000, or 16.8% of software
revenues, in the three months ended March 31, 1996, to $694,000, or 14.2% of
software revenues, in the three months ended March 31, 1997. The decrease in
direct costs for software as a percentage of software revenues is due to the
licensing of higher margin products and decreases in software amortization.
SELLING AND MARKETING
Selling and marketing expenses increased 14% from $3.1 million, or 26.6%
of revenues in the three months ended March 31, 1996 to $3.5 million, or 20.5%
of revenues in the three months ended March 31, 1997. This decrease in
marketing and selling expenses as a percentage of revenues is primarily due to
the effect of increased revenues and efficiencies associated with other costs
to support increased sales activity.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased 22% from $2.8 million in the
three months ended March 31, 1996 to $3.4 million in the three months ended
March 31, 1997. As a percentage of revenues, these expenses decreased from
23.9% of revenues in the three months ended March 31, 1996 to 19.7% of revenues
in the three months ended March 31, 1997. The decrease as a percentage of
revenues reflects efficiencies associated with expanding the Company's
operations and the effect of increases in software and services revenue.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased 101% from $491,000 in the three
months ended March 31, 1996 to $985,000 in the three months ended March 31,
1997. As a percentage of revenues, these expenses increased from 4.3% of
revenues in the three months ended March 31, 1996 to 5.8% of revenues in the
three months ended March 31, 1997. The increase as a percentage of revenues is
primarily the result of the amortization of the intangible assets related to
the acquisitions and increases in capital expenditures purchased during 1996.
PRODUCT DEVELOPMENT
Total expenditures for product development, including capitalized software
development costs, were $2.5 million in the three months ended March 31, 1996
and 1997. The Company capitalized software development costs of $827,000 and
$775,000 in the three months ended March 31, 1996 and 1997, respectively, which
represented 33.6% and 30.8% of total expenditures for product development in
these respective periods. As a percentage of total revenues, product
development costs were 21.4% of revenues in the three months ended March 31,
1996 and 14.8% in the three months ended March 31, 1997. The decrease in
product development expenditures as a percentage of revenue is primarily
attributable to increased revenues. Amortization of capitalized product
development cost is charged to direct cost of software revenues and totaled
$422,000 and $379,000 in the three months ended March 31, 1996 and 1997,
respectively.
CHARGE FOR PURCHASED IN-PROCESS PRODUCT DEVELOPMENT AND OTHER ACQUISITION
RELATED CHARGES
The Company incurred a $16.2 million charge for acquired research and
development and other acquisition related charges during the three months ended
March 31, 1997. In connection with the HNS acquisition described above, the
Company acquired in-process product development of approximately $2.7 million.
Since the Company determined that certain of the acquired technologies had not
reached technological feasibility, the Company expensed the portion of the
purchase price allocable to such in-process product development. In connection
with the STI acquisition, the Company incurred approximately $7.1 million for
acquisition related expenses and asset write downs. Additionally, the Company
incurred integration costs of $6.4 million in connection with both the HNS and
STI acquisitions. Because of costs and resources expended in connection with
these integration activities, some
FORM 10-Q
PAGE 12 OF 18
<PAGE> 13
expense categories may increase in the future as a percentage of total
revenues. (See Note 2.) In 1996, the Company incurred an $8.4 million charge
for acquired in-process product development in connection with the European
acquisitions.
EQUITY IN LOSSES OF JOINT VENTURES
The Company recognized equity in loss of SupplyTech Australia, Pty., a
joint venture investment in the second quarter of 1996, of $18,000 in the three
months ended March 31, 1997 as compared to the $69,000 and $1,110,000 equity in
losses of Harbinger NV ("HNV") and HNS, respectively, in the three months ended
March 31, 1996. Effective March 31, 1996, the Company acquired the remaining
outstanding stock of HNV. Effective January 1, 1997, the Company acquired the
remaining outstanding minority interest of HNS. (See Note 2.)
INTEREST INCOME
The Company recorded net interest income of $64,000 for the three months
ended March 31, 1997 as compared to net interest income of $90,000 for the
three months ended March 31, 1996. This decrease is primarily due to the cash
payment related to the acquisitions completed in 1996 and the acquisition of
HNS in 1997. (See Note 2.)
INCOME TAXES
The Company recorded income tax expense of $23,000 for the three months
ended March 31, 1997 as compared to income tax expense of $49,000 for the three
months ended March 31, 1996, primarily reflecting certain foreign income tax
expense.
LOSS ON EARLY EXTINGUISHMENT OF DEBT
The Company recorded a loss of $2.4 million on early debt extinguishment
under the debenture purchase agreement. (See Note 2.)
NET LOSS AND EARNINGS PER SHARE
The Company realized a net loss of $15.7 million for the three months
ended March 31, 1997 as compared to a net loss of $9.0 million for the three
months ended March 31, 1996. The net loss in the period ended March 31, 1997
reflects the effect of the charge for purchased in-process product development
and acquisition related charges of $16.2 million and the extraordinary loss on
early debt extinguishment of $2.4 million as compared to the effect of the $8.4
million charge for purchased, in-process product development and other
acquisition related charges resulting from the acquisition of the European
subsidiaries at the end of the first quarter of 1996. The Company realized a
loss per share of $(.83) for the three months ended March 31, 1997 as compared
to the loss of $(.51) for the three months ended March 31, 1996. Excluding the
charges for purchased in-process product development, acquisitions,
extraordinary loss on debt extinguishment, equity loss of HNS in 1996, and the
related income tax effects, the Company would have reported net income of
$1,803,000 or $0.09 per share as compared to net income of $302,000 or $0.02
per share.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased $6.2 million from $3.1 million as
of December 31, 1996 to a working capital deficit of $3.1 million as of March
31, 1997. This decrease principally reflects the liabilities assumed and the
consideration given related to the acquisitions which occurred in the first
quarter of 1997. (See Note 2.) In the three months ended March 31, 1997, the
Company used cash in operating activities of $998,000 as compared to cash
provided by operations of $2.0 million for the three months ended March 31,
1996. This decrease is primarily due to the merger and integration costs
incurred related to the acquisitions which occurred in the first quarter of
1997. The Company used net cash in investing activities of $3.8 million for
the three months ended March 31, 1997 as compared to $1.6 million for the three
months ended March 31, 1996. Cash used in investing
FORM 10-Q
PAGE 13 OF 18
<PAGE> 14
activities for the period ended March 31, 1997 included cash used in
acquisitions, purchases of property and equipment and additions to software
development. The Company used net cash from financing activities of $1.8
million in order to pay off debt assumed from the acquisitions. These uses
were offset by proceeds received from the line of credit, the purchase of the
HNS subordinated debt, and exercises of Harbinger stock options in the three
months ended March 31, 1997. Cash provided by financing activities of $450,000
for the three months ended March 31, 1996 related primarily to exercises of
Harbinger stock options and proceeds received from the line of credit.
The Company has invested in a new telephone system which commits the
Company to a final payment of approximately $210,000 during the second quarter
of 1997. The Company currently has no other material commitments for capital
expenditures.
Management expects that the Company will continue to be able to fund its
acquisitions, operations, investment needs and capital expenditures through
cash flows generated from operations, cash on hand, borrowings under a line of
credit and additional equity capital. Management believes that outside sources
for debt and additional equity capital, if needed, will be available to finance
expansion projects and any possible acquisitions. The form of any financing
will vary depending upon prevailing market and other conditions and may include
short- or long-term borrowings from financial institutions, or the issuance of
additional equity securities. However, there can be no assurances that funds
will be available on terms acceptable to the Company.
This Form 10-Q includes "forward looking" statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934 related to
the Company that involve risks and uncertainties including, but not limited to,
quarterly fluctuations in results, the management of growth, market acceptance
of certain products and other risks. For further information about these and
other factors that could affect the Company's future results, please see the
Company's reports filed with the Securities and Exchange Commission, including
the Company's Form 10-K for the year ended December 31, 1996. Investors are
cautioned that any forward looking statements are not guarantees of future
performance and involve risks and uncertainties and that actual results may
differ materially from those contemplated by such forward looking statements.
FORM 10-Q
PAGE 14 OF 18
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Annual Meeting of stockholders of Harbinger Corporation was held on
April 25, 1997. There were present at said meeting in person or by proxy,
stockholders of the Corporation who were the holders of 14,359,266 shares
or 75.5% of the Common Stock entitled to vote thereat.
b) The following directors were elected to hold office until the designated
annual meeting of stockholders or until their successors are elected and
qualified, with the vote for each director being reflected below:
<TABLE>
<CAPTION>
VOTES FOR VOTES WITHHELD
--------- --------------
<S> <C> <C>
Elected to hold office until the 2000 annual meeting:
William B. King 14,315,616 43,650
Stuart L. Bell 14,315,616 43,650
James C. Davis 14,315,616 43,650
Elected to hold office until the 1999 meeting:
Benn R. Konsynski 14,315,616 43,650
Elected to hold office until the 1998 meeting:
Klaus Neugebauer 14,315,616 43,650
Ad Nederlof 14,315,616 43,650
</TABLE>
The affirmative vote of the holders of a plurality of the outstanding
shares of Common Stock represented at the Annual Meeting was required to
elect each director.
c) The proposal to approve the Harbinger Corporation 1996 Stock Option Plan
was approved with 12,225,314 affirmative votes, 730,479 negative votes
cast, 57,709 abstentions and 1,345,764 broker non votes. An affirmative
vote of the holders of a majority of the outstanding shares of Common
Stock represented at the annual meeting was required to approve the
amendment.
d) The appointment of KPMG Peat Marwick LLP as independent public
accountants to audit the accounts of the Company and its subsidiaries for
the year ending December 31, 1997, was ratified with the votes as follows:
14,358,731 affirmative votes, zero negative votes cast and 535
abstentions. An affirmative vote of the holders of a majority of the
outstanding shares of Common Stock represented at the annual meeting was
required to ratify the appointment of KPMG Peat Marwick LLP.
FORM 10-Q
PAGE 15 OF 18
<PAGE> 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11. Computation of earnings per share
Exhibit 27. Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
Form 8-K dated January 1, 1997 reporting under Item 2 the
acquisition of Harbinger NET Services, LLC.
Form 8-K dated January 3, 1997 reporting under Item 2 the merger of
Harbinger Corporation and SupplyTech, Inc. and SupplyTech
International, LLC and subsidiaries.
Form 8-K/A dated March 14, 1997 reporting under Item 7 the
financial information and exhibits of Harbinger NET Services, LLC.
Form 8-K/A dated March 18, 1997 reporting under Item 7 the
financial information and exhibits of SupplyTech, Inc. and
SupplyTech International, LLC and subsidiaries.
Form 8-K dated April 28, 1997 reporting under Item 5 the financial
information and exhibits of the pooling-of-interests business
combination of Harbinger Corporation and SupplyTech, Inc. and
SupplyTech International, LLC and subsidiaries.
FORM 10-Q
PAGE 16 OF 18
<PAGE> 17
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.
HARBINGER CORPORATION
Date: 5/13/97 /s/ C. Tycho Howle
----------------------------- --------------------------------
C. Tycho Howle
Chairman
(Principal Executive Officer)
Date: 5/13/97 /s/ Joel G. Katz
----------------------------- --------------------------------
Joel G. Katz
Chief Financial Officer
(Principal Financial Officer;
Principal Accounting Officer)
FORM 10-Q
PAGE 17 OF 18
<PAGE> 1
EXHIBIT 11
HARBINGER CORPORATION
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 31,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
PRIMARY
Weighted average common stock outstanding 18,930,000 17,903,000
Net effect of dilutive stock options and warrants
- based on the treasury method - -
------------ -----------
Total 18,930,000 17,903,000
============= ===========
Loss before extraordinary item applicable to
common shareholders $(13,303,000) $(9,042,000)
Extraordinary loss on debt extinguishment (2,419,000) -
------------ -----------
Net loss applicable to common shareholders $(15,722,000) $(9,042,000)
============= ===========
Loss per share applicable to common
shareholders before extraordinary item $ (0.70) $ (0.51)
Extraordinary loss per share on debt extinguishment (0.13) -
------------ -----------
Net loss per share applicable to common shareholders $ (0.83) $ (0.51)
============ ===========
</TABLE>
Computational note:
In connection with the computations for 1997 and 1996, all common share
equivalents have been excluded because their impact on the Company's net
loss per share is antidilutive.
FORM 10-Q
PAGE 18 OF 18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HARBINGER CORPORATION FOR THE THREE MONTHS ENDED MARCH
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 5,680
<SECURITIES> 0
<RECEIVABLES> 16,386
<ALLOWANCES> 1,643
<INVENTORY> 0
<CURRENT-ASSETS> 24,022
<PP&E> 16,871
<DEPRECIATION> 7,235
<TOTAL-ASSETS> 47,143
<CURRENT-LIABILITIES> 27,162
<BONDS> 1,305
0
0
<COMMON> 2
<OTHER-SE> 18,674
<TOTAL-LIABILITY-AND-EQUITY> 47,143
<SALES> 4,886
<TOTAL-REVENUES> 17,003
<CGS> 694
<TOTAL-COSTS> 4,527
<OTHER-EXPENSES> 25,802
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (64)
<INCOME-PRETAX> (13,280)
<INCOME-TAX> 23
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 2,419
<CHANGES> 0
<NET-INCOME> (15,722)
<EPS-PRIMARY> (0.83)
<EPS-DILUTED> (0.83)
</TABLE>
