Landmark Systems (LDMK) 10-Q 2001 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarter ended March 31, 2001
Commission File Number 0-23373

LANDMARK SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)

VIRGINIA (State or other jurisdiction of incorporation or organization)	54-1221302 (I.R.S. Employer Identification No.)
12700 Sunrise Valley Drive Reston, VA (Address of principal executive offices)	20191 (Zip Code)

703-464-1300
(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        

Number of shares outstanding of the issuer’s classes of common stock as of April 30, 2001:

Class	Number of Shares Outstanding
Common Stock, par value $.01 per share	12,407,047

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LANDMARK SYSTEMS CORPORATION

QUARTER ENDED MARCH 31, 2001

INDEX

		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2001 (unaudited) and March 31, 2000 (unaudited)		4
	Condensed Consolidated Balance Sheets as of March 31, 2001 (unaudited) and December 31, 2000		5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2001 (unaudited) and March 31, 2000 (unaudited)		6
	Notes to Condensed Consolidated Financial Statements (unaudited)		7-8
Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition		9-11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		11
Item 2.	Changes in Securities and Use of Proceeds		11
Item 3.	Defaults Upon Senior Securities		12
Item 4.	Submission of Matters to a Vote of Security Holders		12
Item 5.	Other Information		12
Item 6.	Exhibits and Reports on Form 8-K		12-13
SIGNATURES			14

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PART I  - FINANCIAL INFORMATION

Item 1. Financial Statements

      The condensed consolidated financial statements set forth below for the three-month periods ended March 31, 2001 and 2000 are unaudited, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (see Note 1). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. Landmark Systems Corporation believes that the disclosures made are adequate to make the information presented not misleading. The results for the three-month period ended March 31, 2001 are not necessarily indicative of the results for the fiscal year.

      In the opinion of management, the accompanying condensed consolidated financial statements reflect all necessary adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of results for the periods presented. It is recommended that these financial statements be read in conjunction with the latest audited consolidated financial statements and notes thereto (included in the Annual Report on Form 10-K for the year ended December 31, 2000).

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LANDMARK SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

			Three Months Ended March 31,
			2001		2000
Revenues
	License revenues		$	6,345,975	$	4,439,903
	Maintenance revenues			8,757,405		8,024,741
		Total revenues		15,103,380		12,464,644
Cost of revenues
	Cost of license revenues			450,977		254,239
	Cost of maintenance revenues			1,443,858		1,273,262
	Cost to acquire distribution rights			580,677		551,891
		Total cost of revenues		2,475,512		2,079,392
	Gross profit			12,627,868		10,385,252
Operating expenses
	Sales and marketing			6,726,296		5,436,699
	Product research and development			3,675,484		3,609,345
	General and administrative			1,638,642		1,530,506
		Total operating expenses		12,040,422		10,576,550
Operating income (loss)				587,446		(191,298	)
Interest and other income, net				631,159		548,824
Income before income taxes				1,218,605		357,526
	Provision for income taxes			487,440		135,860
Net income			$	731,165	$	221,666
Earnings per share
	Basic		$	0.06	$	0.02
	Diluted		$	0.06	$	0.02

See accompanying notes to condensed consolidated financial statements.

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LANDMARK SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

			March 31, 2001			December 31, 2000
			(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	32,886,414		$	28,078,594
	Accounts receivable, net of allowance for    doubtful accounts of $504,000 and     $509,000			8,023,908			15,399,070
	Unbilled accounts receivable			8,681,959			9,677,138
	Other current assets			3,127,468			3,186,357
		Total current assets		52,719,749			56,341,159
Unbilled accounts receivable - noncurrent				9,776,611			8,154,395
Fixed assets, net				5,104,615			5,315,662
Capitalized software costs, net				504,167			504,086
Intangible assets, net				4,159,200			4,513,521
Other assets				2,065,416			2,040,798
Total assets			$	74,329,758		$	76,869,621
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable, accrued expenses and    other current liabilities		$	6,993,117		$	7,948,459
	Deferred revenue			19,844,085			23,552,449
		Total current liabilities		26,837,202			31,500,908
Deferred revenue - noncurrent				12,183,412			10,959,332
Other liabilities				137,682			160,518
Total liabilities				39,158,296			42,620,758
Stockholders’ equity:
	Common stock, $0.01 par value,    30,000,000 shares authorized,    13,189,047 and 13,147,411 issued			131,890			131,474
	Additional paid-in capital			35,589,442			35,499,092
	Retained earnings			2,138,911			1,407,746
	Accumulated other comprehensive loss			(245,027	)		(345,695	)
	Treasury stock, at cost; 782,000 shares			(2,443,754	)		(2,443,754	)
Total stockholders’ equity				35,171,462			34,248,863
Total liabilities and stockholders’ equity			$	74,329,758		$	76,869,621

See accompanying notes to condensed consolidated financial statements.

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LANDMARK SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			Three Months Ended March 31,
			2001			2000
Cash flows from operating activities   Net income			$	731,165		$	221,666
	Adjustments to reconcile net income to net         cash flows from operations     Depreciation and amortization			877,185			640,914
	Tax benefit for exercise of stock options			—			158,824
	Sale of unbilled accounts receivable			—			992,414
	Changes in working capital			3,244,970			(918,485	)
		Net cash provided by operating activities		4,853,320			1,095,333
Cash flows from investing activities
	Acquisition of distribution rights			(1,101	)		(87,758	)
	Capitalized software development costs			(92,958	)		(538,211	)
	Capital expenditures			(217,839	)		(191,345	)
		Net cash used in investing activities		(311,898	)		(817,314	)
Cash flows from financing activities
	Proceeds from sale of common stock			90,766			510,677
		Net cash provided by financing activities		90,766			510,677
Effect of exchange rate changes on cash				175,632			111,243
Net increase in cash and cash equivalents				4,807,820			899,939
Cash and cash equivalents, beginning of period				28,078,594			32,135,952
Cash and cash equivalents, end of period			$	32,886,414		$	33,035,891

See accompanying notes to condensed consolidated financial statements.

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LANDMARK SYSTEMS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 – Basis of Presentation

      The accompanying unaudited interim condensed consolidated financial statements of Landmark Systems Corporation and its subsidiaries (collectively, the “Company”) reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods presented in conformity with generally accepted accounting principles for interim financial information. Such adjustments are of a normal recurring nature. Intercompany balances and transactions have been eliminated in consolidation.

      The results of the interim periods presented are not necessarily indicative of the results for the year. The Company’s interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2000, as filed with the Securities and Exchange Commission on Form 10-K.

Note 2 – New Accounting Pronouncements

      In September 2000, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for the Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 140 is effective for transfers occurring after March 31, 2001 and for disclosures relating to securitizations transactions and collateral for fiscal years ending after December 15, 2000. The Company is reviewing the provisions of SFAS 140, and does not believe the adoption will have a material effect on the Company’s financial condition or results of operation.

Note 3 – Earnings Per Share

      The following reconciliation of the numerators and denominators is provided for basic and diluted earnings per share for the three months ended March 31, 2001 and 2000. Basic earnings per share is computed by dividing the net income by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by additionally reflecting the potential dilution that could occur, using the treasury stock method, if warrants and options to acquire common stock were exercised and resulted in the issuance of common stock.

		Income		Shares		Per-Share
		(Numerator)		(Denominator)		Amount
For the three months ended March 31, 2001
	Basic earnings per share	$	731,165		12,375,820	$	0.06
	Effect of dilutive securities      Stock options and warrants		—		16,779
	Diluted earnings per share	$	731,165		12,392,599	$	0.06
For the three months ended March 31, 2000
	Basic earnings per share	$	221,666		12,901,578	$	0.02
	Effect of dilutive securities     Stock options and warrants		—		350,684
	Diluted earnings per share	$	221,666		13,252,262	$	0.02

Note 4 – Comprehensive Income

      The Company’s total comprehensive income is comprised of net income and other comprehensive income, which consists of foreign currency translation adjustments. Total comprehensive income for the three months ended March 31, 2001 and 2000 was $831,833 and $306,954, respectively.

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Note 5 – Segment Reporting

      The Company classifies its operations into one industry segment, software development and related services. The Company categorizes its products and services into two groups: OS/390 and client/server. The Company’s revenues by product group consist of the following:

		Three Months Ended March 31,
		2001		2000
OS/390		$	14,469,937	$	11,996,920
Client/server			633,443		467,724
	Total revenues	$	15,103,380	$	12,464,644

      The Company sells its products outside the United States through its subsidiaries and international distributors. Revenues from international distributors are presented net of royalties retained by the distributors. The Company’s revenues by country or geographic region are as follows:

		Three Months Ended March 31,
		2001		2000
United States		$	10,187,742	$	8,388,417
Germany			947,116		982,838
United Kingdom			919,868		851,721
Benelux			417,598		342,675
Nordic			322,217		289,218
Australia			313,358		248,702
Other			1,995,481		1,361,073
	Total revenues	$	15,103,380	$	12,464,644

      The Company’s long-lived assets, which consist of fixed assets, capitalized software and intangible assets, by country or geographic region are as follows:

		March 31,		December 31,
		2001		2000
United States		$	9,508,412	$	10,031,879
Europe			237,047		275,061
Other			22,523		26,329
	Total long-lived assets	$	9,767,982	$	10,333,269

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

Results of Operations

      The following table sets forth the Company’s Condensed Consolidated Statements of Operations expressed as percentages of total revenues for the periods indicated:

			Three Months Ended March 31,
			2001			2000
Revenues
	License revenues			42.0	%		35.6	%
	Maintenance revenues			58.0			64.4
		Total revenues		100.0			100.0
Cost of revenues
	Cost of license revenues			3.0			2.1
	Cost of maintenance revenues			9.6			10.2
	Cost to acquire distribution rights			3.8			4.4
		Total cost of revenues		16.4			16.7
	Gross profit			83.6			83.3
Operating expenses
	Sales and marketing			44.5			43.6
	Product research and development			24.3			29.0
	General and administrative			10.9			12.3
		Total operating expenses		79.7			84.9
Operating income (loss)				3.9			(1.6	)
Interest and other income, net				4.1			4.5
Income before income taxes				8.0			2.9
	Provision for income taxes			3.2			1.1
Net income				4.8	%		1.8	%

      Total revenues. Total revenues increased 21.2% from $12.5 million for the three months ended March 31, 2000, to $15.1 million for the three months ended March 31, 2001. Revenues for the first three months of 2001 from OS/390 products and services were $14.5 million, an increase of 20.6% from the same period in the prior year. Revenues for the first three months of 2001 from client/server products and services were $0.6 million, an increase of 35.4% from the same period in the prior year.

      License revenues. License revenues increased 42.9% from $4.4 million for the three months ended March 31, 2000, to $6.3 million for the three months ended March 31, 2001. License revenues increased in part due to the continued acceptance of three new products introduced in the fourth quarter of 2000 and first quarter of 2001; the products are TMON for TCP/IP (a networking product), TMON for USS (an e-business infrastructure product) and TMON for IMS (a transaction processing product). Additionally, the Company closed several large deals during the first quarter of 2001.

      Maintenance revenues. Maintenance revenues increased 10.0% from $8.0 million for the three months ended March 31, 2000 to $8.8 million for the three months ended March 31, 2001. This increase is primarily due to contractual rate increases that occur in the first part of the year since a large part of the Company’s renewal maintenance base enters into a new contract year effective January 1.

      Cost of license revenues. Cost of license revenues includes amortization of capitalized software costs, product royalties, materials and packaging expenses. Costs of license revenues were $0.5 million and $0.3 for the three months ended March 31, 2001 and 2000, respectively, representing 7.1% and 5.7% of license revenues in such periods. The increase is the result of an increase in third-party royalties resulting from increased sales of products covered by the various royalty agreements.

      Cost of maintenance revenues. Cost of maintenance revenues consists of personnel and related costs for customer support, training and consulting services. Costs of service revenues were $1.4 million and $1.3 million for the three months ended March 31, 2001 and 2000, respectively, representing 16.5% and 15.9% of service revenues in such periods. The slight increase is primarily attributed to the formation of a professional services consulting organization established to provide post sales training and consulting services for some of the Company’s client/server products. Since the discontinuation of these products, the professional services organization has been reduced in size and refocused to provide training services for the Company’s OS/390 products.

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      Cost to acquire distribution rights. Cost to acquire distribution rights includes royalties paid related to the acquisition of distribution rights as well as the straight-line amortization of international distribution rights that have been reacquired from third party resellers. Cost to acquire distribution rights for the three months ended March 31, 2001 and 2000 were $0.6 million.

      Sales and marketing. Sales and marketing expenses include personnel and related costs for the Company’s direct sales organization, marketing staff and promotional expenses. Sales and marketing expenses were $6.7 million and $5.4 million for the three months ended March 31, 2001 and 2000, respectively, representing 44.5% and 43.6% of total revenues in such periods. The increase in sales and marketing expenses is primarily due to increased commission expenses caused by the increased license revenues. Additionally, the Company’s worldwide sales force is now virtually fully staffed which has increased personnel costs.

      Product research and development. Product research and development expenses include personnel and related costs for the Company’s development staff. Product research and development expenses were $3.7 million and $3.6 million for the three months ended March 31, 2001 and 2000, respectively, representing 24.3% and 29.0% of total revenues in such periods. The decrease in product research and development expenses as a percentage of revenue is primarily due to the increase in revenues.

      General and administrative. General and administrative expenses include salaries and related costs of administration, finance and management personnel, as well as legal and accounting fees. General and administrative expenses were $1.6 million and $1.5 million for the three months ended March 31, 2001 and 2000, respectively, representing 10.9% and 12.3% of total revenues in such periods. The slight increase in general and administrative expenses from is primarily due to increased investments in IS infrastructure as the Company deploys new systems to support its business.

      Interest and other income, net. Interest and other income, net includes interest income earned on cash balances, interest income recorded on installment receivables, interest expense incurred on term and revolving credit facilities, bank fees and exchange gains (losses) incurred by the Company on transactions denominated in foreign currencies. Net interest and other income totaled $0.63 million and $0.55 million for the three months ended March 31, 2001 and 2000, respectively. Of these amounts, $0.3 million and $0.4 million represent interest earned on the Company’s bank balances for the three months ended March 31, 2001 and 2000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

      At March 31, 2001, the Company had cash and cash equivalents of $32.9 million and working capital of $25.9 million. During the three months ended March 31, 2001, net cash provided by operating and financing activities were $4.9 million and $0.1 million, respectively, while net cash used in investing activities was $0.3 million. The Company invests its cash, which includes the $12.0 million proceeds from the Company’s initial public offering in November 1997, in a money market fund. The Company had no debt as of March 31, 2001, other than normal trade payables and accrued liabilities. Stockholders’ equity at March 31, 2001 was $35.2 million.

      In March 1999, the Company obtained a revolving line of credit in the amount of $10,000,000. The line of credit, which is unsecured, has a floating interest rate of LIBOR plus 1.35% and has an expiration of June 30, 2001. No advances have been made on the line of credit. The line of credit includes administrative fees of 0.25% on the unused balance.

      The Company continues to finance its growth through funds generated from operations. For the three months ended March 31, 2001, cash flow from operations was $4.9 million. During 2000, the Company augmented operating cash flows with the sale of unbilled accounts receivable. The sale of the unbilled receivables resulted in immaterial gains and losses for the Company. The general rise of interest rates during 2000 made it more difficult to identify financial institutions willing to buy the unbilled receivables at terms favorable to the Company; there can be no assurance of the Company’s continued ability to sell additional unbilled receivables in the future. However, the Company will continue to seek financing of this type depending on the Company’s cash flow requirements and whether the terms are financially favorable for the Company.

      The Company’s investing activities primarily include expenditures for fixed assets in support of the Company’s product development activities. During the three months ended March 31, 2001, the Company invested $0.2 million in fixed assets, consisting primarily of computer equipment to expand and upgrade the Company’s infrastructure.

      The Company believes that cash and cash equivalents at March 31, 2001, cash flow generated from operations and the line of credit will provide sufficient liquidity to meet its needs for at least the next twelve months. To the extent the Company makes

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acquisitions of other companies, products or technologies, the Company may use working capital, sell or issue additional equity or debt securities or use credit facilities.

NEW ACCOUNTING PRONOUNCEMENTS

      In September 2000, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for the Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 140 is effective for transfers occurring after March 31, 2001 and for disclosures relating to securitizations transactions and collateral for fiscal years ending after December 15, 2000. The Company is reviewing the provisions of SFAS 140, and does not believe the adoption will have a material effect on the Company’s financial condition or results of operation.

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE LITIGATION REFORM ACT OF 1995

      Some of the statements in this Quarterly Report on Form 10-Q are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 and are related to anticipated future operating results. Future operating results may be impeded by single or combined events and/or circumstances that have not been presently anticipated. Forward-looking statements are based on Landmark management’s current expectations and assumptions, which may be affected by a number of factors, including, without limitation, the significant percentage of sales consummated in the last few days of each calendar quarter, changes in the Company’s business strategy and focus, continued softness in the mainframe enterprise software market, competitive product introductions resulting from rapid technological advances, price competition, any failure or delay in the Company’s ability to develop and introduce new products, uncertainty of customer acceptance of new products, seasonal factors affecting the Company’s sales, the Company’s ability to attract and retain qualified technical, sales, managerial and other key personnel, the Company’s ability to manage expenses effectively, foreign currency risk, and other factors. Therefore, there can be no assurance that actual future results will not differ materially from anticipated results.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

      The Company has subsidiaries in the United Kingdom, Italy, Germany, France, The Netherlands, Sweden, Spain, Australia, Hong Kong and Singapore that act as distributors of its products. Additionally, the Company uses third party distributors to market and distribute its products in other international regions. Transactions conducted by the subsidiaries are typically denominated in the local country currency, while royalty payments from the distributors are typically denominated in U.S. dollars. As a result, the Company is primarily exposed to foreign exchange rate fluctuations as the financial results of its subsidiaries are translated into U.S. dollars in consolidation. As exchange rates vary, these results, when translated, may vary from expectations and impact overall expected profitability. Through and as of March 31, 2001, the Company’s exposure was not material to the overall financial statements taken as a whole. The Company has not entered into any foreign currency hedging transactions with respect to its foreign currency market risk.

      The Company’s exposure to market risk for changes in interest rates relates primarily to unbilled accounts receivable. At March 31, 2001, the Company has $18.5 million of unbilled accounts receivable; the estimated fair market value of these receivables is $18.5 million. If market interest rates increase 10% from the levels at March 31, 2001, the fair market value of the unbilled accounts receivable would decline by approximately $0.1 million.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities and Use of Proceeds

      (d) The net proceeds to the Company from the initial public offering (SEC File No. 333-35629 effective November 18, 1997) were approximately $12 million and have been deposited by the Company in a money market fund investing solely in short-term U.S. government obligations.

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Item 3. Defaults Upon Senior Securities

      None

Item 4. Submission of Matters to a Vote of Security Holders

      None

Item 5. Other Information

      None

Item 6. Exhibits and Reports of Form 8-K

(a)	Exhibits
	3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	4.1	Reference is made to Exhibits 3.1 and 3.2
	4.2	Specimen certificate of Common Stock (incorporated by reference to Exhibit 4.2 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	10.2	1989 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	10.3	1991 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	10.4	1992 Executive Stock Incentive Plan (incorporated by reference to Exhibit 10.4 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	10.5	1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)

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	10.6	1996 Advisory Board and Directors Stock Incentive Plan (incorporated by reference to Exhibit 10.6 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	10.7	1998 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99 forming a part of the Company’s registration statement on Form S-8 (File No. 333-61161) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
	10.8	Deed of Lease between Boston Properties Limited Partnership and Landmark Systems Corporation dated January 30, 1998 (incorporated by reference to Exhibit 10.8 forming a part of the Company’s Form 10-K for the year ended December 31, 1999)
	10.9	Employment agreement between the Company and Frederick S. Rolandi, III dated June 2, 2000 (incorporated by reference to Exhibit 10.1 forming a part of the Company’s registration statement on Form S-1 (File No. 333-35629) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.)
(b)	Reports on Form 8-K
		None.

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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.

LANDMARK SYSTEMS CORPORATION

Date:	May 14, 2001	By:	/s/ Katherine K. Clark _________________________________ Katherine K. Clark President and Chief Executive Officer (Duly Authorized Officer)
Date:	May 14, 2001	By:	/s/ Frederick S. Rolandi, III _____________________________ Frederick S. Rolandi, III Vice President and Chief Financial Officer (Chief Accounting Officer)

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