<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ________
Commission file number 00-26810
---------
LOGIC WORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2663477
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
UNIVERSITY SQUARE AT PRINCETON
111 CAMPUS DRIVE
PRINCETON, NJ 08540
(Address and zip code of principal executive offices)
(609) 514-1177
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 12,386,000 COMMON STOCK SHARES
OUTSTANDING AT JULY 30, 1997.
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LOGIC WORKS, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at June 30, 1997 and
December 31, 1996....................................................3
Condensed Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 1997 and 1996...................4
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1997 and 1996.............................5
Notes to Condensed Consolidated Financial Statements ................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................7-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................11
Item 2. Changes in Securities...............................................11
Item 3. Defaults Upon Senior Securities.....................................11
Item 4. Submission of Matters to a Vote of Security Holders.................11
Item 5. Other Information...................................................12
Item 6. Exhibits and Reports on Form 8-K....................................12
Signatures..........................................................13
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LOGIC WORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
JUNE 30, DECEMBER 31,
1997 1996
------------------------
ASSETS (unaudited) (audited)
Current Assets
Cash and cash equivalents $ 24,797 $ 20,385
Marketable securities 9,131 8,109
Accounts receivable, net 7,958 10,182
Other current assets 3,875 3,675
----------------------
Total current assets 45,761 42,351
Property and equipment, net 4,196 3,760
Other assets 2,248 2,258
----------------------
Total assets $ 52,205 $ 48,369
----------------------
----------------------
LIABILITIES AND STOCKHOLDERS" EQUITY
Current Liabilities
Accounts payable $ 2,247 $ 2,394
Accrued compensation 2,638 2,014
Deferred revenue 5,500 5,296
Income taxes payable 1,236 26
Other current liabilities 4,533 4,324
----------------------
Total current liabilities 16,154 14,054
Total stockholders" equity 36,051 34,315
----------------------
Total liabilities and stockholders' equity $ 52,205 $ 48,369
----------------------
----------------------
See notes to condensed consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
LOGIC WORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(dollars in thousands except per share amounts)
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997 1996 1997 1996
--------------------------------- ------------------------------
<S> <C> <C> <C> <C>
Revenues
License fees $ 8,812 $ 9,211 $ 16,374 $ 16,642
Maintenance & service fees 3,192 2,291 6,146 4,300
--------------------------------- -----------------------------
Total revenues 12,004 11,502 22,520 20,942
Cost of revenues
Cost of license fees 638 541 1,359 987
Cost of maintenance & service fees 937 938 1,759 1,992
--------------------------------- -----------------------------
Total cost of revenues 1,575 1,479 3,118 2,979
Gross margin 10,429 10,023 19,402 17,963
Operating expenses
Sales and marketing 6,265 6,146 12,091 11,192
Research and development 1,753 1,340 3,474 2,602
General and administrative 1,644 1,373 3,055 2,720
--------------------------------- -----------------------------
Total operating expenses 9,662 8,859 18,620 16,514
Operating income 767 1,164 782 1,449
Other income, net 370 236 587 494
--------------------------------- -----------------------------
Income before income taxes 1,137 1,400 1,369 1,943
Income taxes 421 532 509 759
--------------------------------- -----------------------------
Net income $ 716 $ 868 $ 860 $ 1,184
--------------------------------- -----------------------------
--------------------------------- -----------------------------
Primary earnings per share $ 0.06 $ 0.07 $ 0.07 $ 0.09
--------------------------------- -----------------------------
--------------------------------- -----------------------------
Fully diluted earnings per share $ 0.06 $ 0.07 $ 0.07 $ 0.09
--------------------------------- -----------------------------
--------------------------------- -----------------------------
Weighted average shares outstanding
Primary 12,572 12,911 12,541 12,933
--------------------------------- -----------------------------
--------------------------------- -----------------------------
Fully diluted 12,574 12,911 12,541 12,934
--------------------------------- -----------------------------
--------------------------------- -----------------------------
</TABLE>
See notes to condensed consolidated financial statements.
4
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LOGIC WORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
---------------------
1997 1996
---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 860 $ 1,184
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 944 434
Compensation element of common
stock, warrants and stock option grants 56 332
Changes in operating assets and liabilities:
Decrease (increase) in current assets and other noncurrent assets 2,005 (1,756)
Increase (decrease) in accounts payable and accrued liabilities 1,985 (2,201)
Increase in deferred revenue 204 567
----------------------
Net cash provided by (used in) operating activities 6,054 (1,440)
----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (1,097) (2,925)
Purchase of marketable securities (9,101) (10,753)
Proceeds from sale of marketable securities 8,079 10,195
Purchase of intangibles (230) (129)
----------------------
Net cash used in investing activities (2,349) (3,612)
----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of stock 726 2,263
----------------------
Effect of foreign exchange rate on cash (19) (101)
----------------------
Net increase (decrease) in cash and cash equivalents 4,412 (2,890)
Cash and cash equivalents at beginning of period 20,385 l9,628
----------------------
Cash and cash equivalents at end of period $ 24,797 $ 16,738
----------------------
----------------------
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
LOGIC WORKS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Logic Works, Inc. (the "Company") is a provider of database design, and modeling
solutions. The Company was incorporated in Delaware in 1985 and operates in one
industry segment. The Company has subsidiaries in Australia, Canada, England,
Germany and France to further broaden its global market. The Company markets its
products worldwide primarily through direct and indirect sales and marketing
channels. The accompanying condensed consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries.
The accompanying condensed consolidated financial statements have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission and, accordingly, do not include all financial information and
footnotes required under generally accepted accounting principles for complete
financial statements. In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments consisting of normal
recurring adjustments that the Company considers necessary for a fair
presentation of the financial position of the Company as of June 30, 1997 and
the results of the Company's operations for the three and six months ended June
30, 1997 and 1996, respectively, and its cash flows for the six months ended
June 30, 1997 and 1996, respectively. This report on Form 10-Q should be read in
conjunction with the Company's audited financial statements for the year ended
December 31, 1996 and the notes therein, included in the Company's annual report
on Form 10-K. Certain amounts have been reclassified to conform with current
year presentation. The results of operations for interim periods are not
necessarily indicative of the results of operations to be expected for the
entire year.
2. PER SHARE AMOUNTS
Primary and fully diluted net income per share is computed using the weighted
average number of common and dilutive common equivalent shares outstanding and
gives effect to certain adjustments. Shares used in computing primary net income
per share include common shares and common equivalent shares consisting of
outstanding stock options.
3. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share", which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
options will be excluded. The Company anticipates no impact to primary earnings
per share for the three months ended June 30, 1997 and the Company anticipates
an increase of $0.01 to primary earnings per share for the three months ended
June 30, 1996. The Company anticipates no impact to primary earnings per share
for the six months ended June 30, 1997 and the Company anticipates an increase
of $0.02 to primary earnings per share for the six months ended June 30, 1996.
The impact of Statement 128 on the calculation of fully diluted earnings per
share for these quarters is not anticipated to be material.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS QUARTERLY REPORT CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE THOSE DISCUSSED IN "BUSINESS CONSIDERATIONS" IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, WHICH
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
The Company is a leading provider of database design and modeling solutions. The
Company's Windows-based products allow customers to realize the benefits of
client/server systems by enabling easy, rapid and high-quality design,
deployment and management of relational databases and related applications.
RESULTS OF OPERATIONS
The following table sets forth certain operating data as a percentage of total
revenues for the periods indicated (subtotals not adjusted for rounding):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------------------------
1997 1996 1997 1996
----------------------------------------------
<S> <C> <C> <C> <C>
PERCENTAGES OF REVENUES:
Revenues:
License fees 73.4 % 80.1 % 72.7 % 79.5 %
Maintenance & service fees 26.6 19.9 27.3 20.5
----------------------------------------------
Total revenues 100.0 100.0 100.0 100.0
----------------------------------------------
Cost of revenues:
License fees 5.3 4.7 6.0 4.7
Maintenance & service fees 7.8 8.2 7.8 9.5
----------------------------------------------
Total cost of revenues l3.1 12.9 13.8 14.2
----------------------------------------------
Gross margin 86.9 87.1 86.2 85.8
----------------------------------------------
Operating expenses:
Sales and marketing 52.2 53.4 53.7 53.4
Research and development 14.6 11.7 15.4 12.4
General and administrative 13.7 11.9 13.6 13.0
----------------------------------------------
Total operating expenses 80.5 77.0 82.7 78.8
----------------------------------------------
Operating income 6.4 10.1 3.5 7.0
Other income 3.1 2.1 2.6 2.4
----------------------------------------------
Income before income taxes 9.5 12.2 6.1 9.4
Income taxes 3.5 4.6 2.3 3.6
----------------------------------------------
Net income 6.0 % 7.6 % 3.8 % 5.8 %
----------------------------------------------
----------------------------------------------
</TABLE>
TOTAL REVENUES. Total revenues increased 4.3% to $12.0 million in the three
months ended June 30, 1997 from $11.5 million in the three months ended June 30,
1996. Total revenues increased 7.7% to $22.5 million
7
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in the six months ended June 30, 1997 from $20.9 million in the six months ended
June 30, 1996. The Company's revenues are derived from two sources: license
fees and maintenance and service fees. The Company derived approximately $2.8
million and $2.5 million or 23.3% and 21.7% of its total revenues, from
international customers in the three months ended June 30, 1997 and 1996, and
$5.2 million and $4.8 million, or 23.1% and 23.0% of its total revenues from
international customers in the six months ended June 30, 1997 and 1996,
respectively. The Company expects that international revenues will continue to
represent a significant percentage of total revenues. To date, the majority of
the Company's international license fees and service fees have been denominated
in United States dollars and, accordingly, the Company has not hedged its
exposure to foreign currency fluctuations. The Company anticipates that, in the
future, an increasing proportion of the Company's sales will be denominated in
foreign currencies. In such event, an increasingly significant portion of the
Company's revenues will be subject to the risks inherent in international
operations. These risks include, but are not limited to, unexpected changes in
regulatory requirements, exchange rates, tariffs and other barriers, and
potentially adverse tax consequences. The Company may enter into hedging
transactions to mitigate the effects of exchange rate variations.
LICENSE FEES. License fees decreased 4.3% to $8.8 million in the three months
ended June 30, 1997 from $9.2 million in the three months ended June 30, 1996.
License fees decreased 1.2% to $16.4 million in the six months ended June 30,
1997 from $16.6 million in the six months ended June 30, 1996. Management
believes the decrease is mainly attributable to more stringent policies on sale
contract terms and conditions in the six months ended June 30, 1997, as
compared to the same period in 1996. A favorable impact of these policies is
evidenced in the reduction in days sales outstanding at June 30, 1997 as
compared to June 30, 1996. The ERWIN product line accounted for 75.4% and 78.5%
of the Company's license fees for the three months ended June 30, 1997 and
1996, and 75.2% and 80.0% for the six months ended June 30, 1997 and 1996,
respectively. In June 1997, the Company released ErWIN 3.0. The Company
anticipates that this product will generate increased license fee revenue in
the future. ModelMart accounted for 9.6% and 8.3% of license fees for the
three months ended June 30, 1997 and 1996, and 9.9% and 6.4% of license fees
for the six months ended June 30, 1997 and 1996, respectively. License fees
include revenues from software licensed either directly from the Company or
through Value Added Resellers, dealers or distributors, and from third party
software. The remainder of the license fees were received primarily from
licenses of BPWIN.
COST OF LICENSE FEES. Cost of license fees as a percentage of license fee
revenues was 7.2% and 5.9% for the three months ended June 30, 1997 and 1996,
respectively and 8.3% and 5.9% for the six months ended June 30, 1997 and 1996,
respectively. The increase in the cost of license fees is the result of the
release of ERWIN 3.0 in June 1997. The Company may enter into, from time to
time, arrangements under which the Company will resell third party products,
resulting in additional costs of license fees. Cost of license fees consists
primarily of the costs of product media, duplication, manuals, shipping and
third party royalty costs for software licensed to the Company's customers.
MAINTENANCE & SERVICE FEE REVENUE. Maintenance and service fee revenue
increased by 39.1% to $3.2 million in the three months ended June 30, 1997 from
$2.3 million in the three months ended June 30, 1996. Maintenance and service
fee revenue increased 41.9% to $6.1 million in the six months ended June 30,
1997 from $4.3 million in the six months ended June 30, 1996. The growth in
maintenance and service fee revenues during the periods presented was primarily
the result of increased maintenance fees as a result of a targeted effort from
the sales force to increase the renewal rate on maintenance agreements and of
the increase in ModelMart license revenue, for which all users in the workgroup
are encouraged to be under maintenance. Consulting and training services
provided by the Company's Professional Services Group decreased 25% from $.7
million in the three months ended June 30, 1996 to $.5 million for the three
months ended June 30, 1997. This decrease is mainly attributable to a
reduction in headcount in the Professional Services Group.
COST OF MAINTENANCE & SERVICES. Cost of maintenance and services as a
percentage of maintenance and service fee revenue was 29.4% and 40.9% for the
three months ended June 30, 1997 and 1996, respectively and 28.6% and 46.3% for
the six months ended June 30, 1997 and 1996 respectively. The decrease in cost
8
<PAGE>
for these periods is the result of a larger increase in maintenance fees which
has a lower cost than training and consulting services. Training and consulting
fees generate lower margins than maintenance fees because of the labor intensive
nature of training and consulting. Cost of maintenance and services consists
primarily of personnel and related costs for training, consulting provided by
the Professional Services Group, customer technical support and payments to
third party service providers. Cost of maintenance and services also reflects
the costs associated with product media, duplication, manuals, and shipping
product upgrades to customers who have subscribed to the Company's maintenance
plans.
SALES AND MARKETING. Sales and marketing expenses increased 3.3% to $6.3
million in the three months ended June 30, 1997 from $6.1 million in the three
months ended June 30, 1996 and represented 52.2% and 53.4%, of total revenues in
each period, respectively. Sales and marketing expenses increased 8.0% to $12.1
million in the six months ended June 30, 1997 from $11.2 million in the six
months ended June 30, 1996 and represented 53.7% and 53.4% respectively, of
total revenues in each period. Sales and marketing expenses increased due
primarily to increases in personnel expenses from increased hiring, increased
advertising and promotional costs, and increased sales commissions. The
significant growth in the Company's sales and marketing expenses during the
three and six months ended June 30, 1997 reflects the expansion of its direct
field sales force and its European marketing staff. The increase in sales and
marketing expenses during the three and six months ended June 30, 1997 also
reflects increased advertising and promotional programs related to releases of
extended versions of ERWIN, ModelMart and BPWIN and releases of new products
such as Universal Directory and TESTBytes. In March 1997, the Company also
hosted its first International User Conference in New Orleans. Sales and
marketing expenses consist primarily of salaries, commissions and bonuses paid
to sales and marketing personnel, as well as travel and promotional expenses.
RESEARCH AND DEVELOPMENT. Research and development expenses increased 38.5% to
$1.8 million in the three months ended June 30, 1997 from $1.3 million in the
three months ended June 30, 1996 and represented 14.6% and 11.7% of total
revenues, respectively. Research and development expenses increased 34.6% to
$3.5 million in the six months ended June 30, 1997 from $2.6 million in the six
months ended June 30, 1996 and represented 15.4% and 12.4% of total revenues,
respectively. The increase in research and development expenses during the
periods presented was the result of the Company's ongoing development of
extended versions of ERWIN, BPWIN, TESTBytes, ModelMart and Universal Directory,
as well as ongoing development of new products such associated with the
Company's new Universal Modeling Architecture, and the continuation of its
quality control and quality assurance programs. Research and development
expenses are generally charged to operations as they are incurred and have not
been capitalized since capitalizable costs have not been material. Research and
development expenses consist primarily of software engineering personnel costs,
costs of third party equipment and software for development purposes and costs
of outside consultants hired by the Company to assist in its product development
efforts.
GENERAL AND ADMINISTRATIVE. General and administrative expenses increased 14.3%
to $1.6 million for the three months ended June 30, 1997 from $1.4 million for
the three months ended June 30, 1996 and represented 13.7% and 11.9% of total
revenues, respectively. General and administrative expenses increased 14.8% to
$3.1 million for the six months ended June 30, 1997 from $2.7 million for the
six months ended June 30, 1996 and represented 13.6% and 13.0% of total
revenues, respectively. The increase in general and administrative expenses
related primarily to the overall expansion of the Company's operations and
facilities and costs incurred in the search for a new chief executive officer.
General and administrative expenses consist primarily of salaries of
administrative, executive and financial personnel, provision for doubtful
accounts, and professional fees.
INCOME TAXES. The Company provides for income taxes at an effective tax rate
based on estimated annual federal and state statutory rates.
9
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LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had cash and cash equivalents of $24.8 million and
marketable securities of $9.1 million.
Net cash provided by operating activities was $6.1 million for the six months
ended June 30, 1997 and net cash used by operating activities $1.4 million for
the six months ended June 30, 1996. The increase in cash provided by operating
activities primarily reflects a decrease in accounts receivable and an increase
in accounts payable and accrued liabilities. The decrease in accounts
receivable is primarily attributable to significant cash collection of
accounts receivable in 1997 which is reflected in the Company's increased cash
position at June 30, 1997. The increase in accounts payable and accrued
liabilities arose in the normal course of operations.
Net cash and cash equivalents used in investing activities decreased $1.3
million in the first six months of 1997 as compared to the same period in 1996.
This decrease in investing activities primarily reflects the net change in the
marketable securities position.
Net cash provided by financing activities decreased by $1.5 million in the
first six months of 1997 compared to the same period in 1996 as a result of the
decrease in the exercising of employee stock options.
The Company believes that its existing cash balances together with cash flow
from operations will be sufficient to meet its cash requirements for at least
the next twelve months.
"LOGIC WORKS," "ERWIN," "TESTBYTES," "BPWIN," "OOWIN," AND "RPTWIN" ARE
REGISTERED TRADEMARKS OF THE COMPANY. "MODELMART," "Universal Directory,"
"UNIVERSAL MODELING ARCHITECTURE (UMA)," "LOGIC WORKS" WITH LOGO AND THE PHRASE
"MAKING DATABASE DESIGN EASIER IN A CLIENT/SERVER WORLD" ARE TRADEMARKS OF THE
COMPANY. THIS FILING ON FORM 10-Q ALSO INCLUDES TRADEMARKS AND TRADENAMES OF
COMPANIES OTHER THAN LOGIC WORKS, INC.
10
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not subject to any lawsuits or other claims brought in
the ordinary course of business, which, in the opinion of management,
based upon consultation with legal counsel, will have a material
adverse effect on the Company's business, financial condition, and/or
results of operations.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the Company was held
on May 7, 1997.
(b) The motions before stockholders were:
(1) To elect two Class I Directors:
<TABLE>
<CAPTION>
VOTES VOTES VOTES BROKER
NAME OF DIRECTOR FOR AGAINST WITHHELD ABSTENTIONS NONVOTES
<S> <C> <C> <C> <C>
Charles Federman 6,079,280 456,991 - - -
Paul E. Blondin 6,079,280 456,991 - -
</TABLE>
(2) To ratify the selection of Ernst & Young LLP, independent
public accountants, as auditors of the Company for the
fiscal year ending December 31, 1997.
Votes For 6,501,693
Votes Against 29,584
Votes Withheld 4,994
Abstentions -
Broker Nonvotes -
(3) To approve an amendment to the 1995 Stock Option/Stock
Issuance Plan to effect an increase to the number of shares
of Common Stock of the Company available for issuance by one
million shares,
Votes For 1,925,768
Votes Against 1,130,953
Votes Withheld -
Abstentions 67,460
Unvoted 3,412,090
11
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ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
11. Statement regarding computation of per share earnings.
27. Statement regarding financial data schedule.
b) Reports on Form 8-K
No Reports on Form 8-K
12
<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, thereunto duly authorized.
LOGIC WORKS, INC.
Dated: August 14 , 1997 By: /s/ GREGORY A. PETERS
--------------------------------
Gregory A. Peters
Acting Chief Executive Officer,
Acting President
(Principal Executive Officer)
Executive Vice President and
Chief Financial
Officer (Principal Financial Officer)
13
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION PAGE NO.
11 Statement re: Computation of Per Share Earnings 15
27 Statement re: Financial Data Schedule 16
14
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
LOGIC WORKS, INC.
COMPUTATION OF EARNINGS PER SHARE
(unaudited)
(dollars in thousands except per share amounts)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------------------
1997 1996 1997 1996
-------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY
Net income $ 716 $ 868 $ 860 $ 1,184
-------------------------------------------
-------------------------------------------
Weighted average number of common shares outstanding 11,971 11,246 11,808 11,171
Weighted average stock options outstanding 601 1,665 733 1,762
-------------------------------------------
Weighted average number of common shares outstanding as adjusted 12,572 12,911 12,541 12,933
Net income per share $ 0.06 $ 0.07 $ 0.07 $ 0.09
-------------------------------------------
-------------------------------------------
FULLY DILUTED
Net income $ 716 $ 868 $ 860 $ 1,184
-------------------------------------------
-------------------------------------------
Weighted average number of common shares outstanding 11,971 11,246 11,808 11,171
Weighted average stock options outstanding 603 1,665 733 1,763
-------------------------------------------
Weighted average number of common shares outstanding as adjusted 12,574 12,911 12,541 12,934
Net income per share $ 0.06 $ 0.07 $ 0.07 $ 0.09
-------------------------------------------
-------------------------------------------
</TABLE>
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 24,797,000
<SECURITIES> 9,131,000
<RECEIVABLES> 9,523,000
<ALLOWANCES> 1,565,000
<INVENTORY> 0
<CURRENT-ASSETS> 45,761,000
<PP&E> 7,382,000
<DEPRECIATION> 3,186,000
<TOTAL-ASSETS> 52,205,000
<CURRENT-LIABILITIES> 16,154,000
<BONDS> 0
0
0
<COMMON> 121,000
<OTHER-SE> 35,930,000
<TOTAL-LIABILITY-AND-EQUITY> 52,205,000
<SALES> 16,374,000
<TOTAL-REVENUES> 22,520,000
<CGS> 1,359,000
<TOTAL-COSTS> 3,118,000
<OTHER-EXPENSES> 18,620,000
<LOSS-PROVISION> 263,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,369,000
<INCOME-TAX> 509,000
<INCOME-CONTINUING> 860,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 860,000
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
</TABLE>
