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IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a new "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so long
as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statement. The
Company desires to take advantage of the new "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is including this exhibit
in order to do so. Accordingly, the Company hereby identifies the following
important factors which could cause the Company's actual financial results to
differ materially from any such results which might be projected, forecast or
estimated by the Company in forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
report and presented elsewhere by management from time to time. Reference is
also made to the "Risk Factors" described in the Company's Prospectus dated
November 22, 1995, the Company's Form 10-K for its fiscal year ended April 30,
1996, and other Company information as filed with the Securities and Exchange
Commission.
(a) Restructuring - In August 1996, the Board of Directors approved a plan to
restructure the Company's operations and made changes to executive
management. Included in the restructuring was a shift in the Company's
development and marketing efforts to focus substantially all its resources
on the Company's Process Engineer product line, eliminating or
substantially reducing its development and marketing investment in the
Systems Engineer, Insight, GUI Guidelines and Client Server Guidelines
product lines, and to discontinue its direct sales and service operations
outside the U.S. The Company replaced its non-U.S. operations with third-
party distributor relationships. There is no assurance that such
distributors will be successful. Also, the Company discontinued its
telesales operations in the U.S. The Company's future ability to generate
sustained profitability is dependent on the Company's Process Engineer
product line and the Company's direct sales operations in the U.S. There
is no assurance that the Company will be able to generate or sustain
profitability. The Company has not historically been successful in selling
its Process Engineer product line outside the U.S.
In connection with the Company's restructuring plan, the Company recorded a
$17.6 million restructuring charge in the three months ended October 31,
1996. The restructuring charge is comprised primarily of lease costs,
severance and other employee costs and impairment of certain operating
assets, principally outside the U.S. The restructuring actions have
resulted and may continue to result in a
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substantial reduction in the Company's cash balance. The estimated total
cash requirements associated with the restructuring actions exceed the
Company's cash balances, however, currently, such cash requirements extend
over several years. Additionally, the Company's restructuring plan could
result in additional claims or liabilities which the Company has not
anticipated or included in the restructuring charge. Unanticipated claims
or liabilities could result in additional cash needs for the Company.
Publicity concerning the Company's reported loss for 1997 and losses
reported in previous years, could adversely affect the Company's operations
and financial position including the ability to complete product sales and
retain or attract key management and other personnel.
(b) Fluctuations in Operating Results; Seasonality. The Company has
experienced substantial fluctuations in quarterly operating results in the
past, and future operating results could vary substantially from quarter to
quarter. Fluctuations in operating results may result in volatility in the
price of the ADSs. The Company generally fulfills orders as received and
as a result typically has little or no product license backlog. Quarterly
revenue and operating results therefore depend on the volume and timing of
orders received during the quarter, which are difficult to forecast. In
addition, the Company historically has recognized a substantial portion of
its revenue in the last weeks of a quarter. To the extent this trend
continues, the failure to achieve such revenue in the last weeks of any
given quarter may have a material adverse effect on the Company's financial
results for that quarter. The timing of sales and related revenue
recognition is influenced by a number of other factors, including seasonal
customer buying patterns, changes in product development and sales and
marketing expenditures, and compensation incentives for sales teams.
Because the Company's staffing and operating expenses are based on
anticipated revenue levels and a high percentage of the Company's costs are
fixed in the short-term, small variations in timing of recognition of
specific revenue can cause significant variations in operating results from
quarter to quarter. In addition, the first quarter of each fiscal year has
historically been comparatively weaker than the fourth quarter of the
preceding fiscal year. Results from quarter to quarter may not be
indicative of future results. There can be no assurance that the Company
will be able to sustain profitability on an annual or quarterly basis.
(c) Need for Market Acceptance of Process Management. The Company's product
lines are designed specifically for process management in the client/server
environment. The Company's future financial performance will depend in
large part on continued growth in the number of organizations using process
management for development management. The Company believes that while the
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market for process management tools is growing, it is still immature. Even
if broader market acceptance is achieved, there can be no assurance that
the market will continue to grow or that the Company will be able to
respond effectively to the evolving requirements of the market. The
Company's reduced focus and investment on products other than process
management could result in reduced opportunities for sales of process
management products and adversely affect the Company's business, financial
condition and results of operations.
(d) Risks Relating to New Product Releases and Product Enhancements. The
Company's future success will depend, in large part, upon the Company's
ability to enhance its current process management product line and develop
and introduce new products to meet customers' process management tool needs
as well as emerging industry standards. There can be no assurance that the
Company will be able to successfully develop and market a broader line of
such products or that the Company will not encounter unexpected
difficulties and delays in enhancing its existing products. The Company
has introduced a new product, Deliverables Manager, which has required and
will continue to require substantial development, marketing, management and
other investment. There can be no assurance that Deliverables Manager or
other new products or product enhancements will meet the requirements of
the marketplace or achieve market acceptance.
Software products such as the products offered by the Company often
encounter development delays and may contain undetected errors or failures
when introduced or when new versions are released. Because of the
complexity of the Company's products and the possibility of unforeseen
technical problems in the development process, the Company risks missing
announced delivery dates for new products or product enhancements. The
Company has in the past and may in the future experience delays in the
introduction of new products and product enhancements. There can be no
assurance that the Company will not experience difficulties that could
delay or prevent the successful development, introduction and marketing of
a new product or product enhancement or its functioning after release.
Substantial delays in the availability of any of the Company's products
could have a material adverse effect on the Company's business, financial
condition and results of operations. Furthermore, products such as those
offered by the Company may contain undetected or unresolved software errors
when they are first introduced or as new or enhanced versions are released.
The Company has in the past discovered software errors in certain of its
new products and product enhancements. Although the Company has not
experienced any material adverse effects resulting from any such errors to
date, there can be no assurance that, despite testing by the Company and by
current and potential customers, errors will not be found in new products
or releases after commencement of commercial shipments resulting in loss of
or delay in market acceptance, which could have a
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material adverse effect on the Company's business, financial condition and
results of operations.
(e) Rapid Technological Change. The market for process and asset management
tools is characterized by rapid technological advances, evolving industry
standards, changes in customer requirements and frequent new product
introductions and enhancements. The Company's future success will depend
in part on its ability to enhance its existing products and introduce new
products that address changing customer requirements and emerging industry
standards, such as new operating systems, including Windows 95. Any
failure by the Company to anticipate or respond adequately to technology
developments and customer requirements, or any significant delays in
product development or introduction, could result in a loss of
competitiveness or revenue. In addition, from time to time the Company or
others may announce products, features or technologies which have the
potential to shorten the life cycle or replace the Company's existing
products. Such announcements could cause customers to defer the decision
to buy, or determine not to buy, the Company's products, which would have a
material adverse effect on the Company's business, financial condition and
results of operations.
(f) Competition. The process and asset management tools market is extremely
competitive, fragmented and rapidly changing, and is characterized by a
lack of standards and numerous competitors in the areas of tools,
methodologies and services. The Company believes that its ability to
compete depends on many factors both within and outside of its control,
including corporate and product reputation, product architecture,
functionality and features, product quality, performance, ease-of-use,
quality of support, availability of product implementation and training
services, and price.
In addition, because of the complexities inherent in software development,
software companies and the information technology departments of other
business organizations may determine that it is more cost effective to
develop their own software tools offering similar solutions to those
products offered by the Company. Furthermore, the Company faces the risk
that vendors of tools, databases and other elements of the client/server
development market may add to their products some or all of the
functionality that the Company's products provided to customers, thereby
reducing the number of prospective customers in need of the Company's
products. There can be no assurance that the loss of customers will not
have a material adverse effect on the Company's business, financial
condition and results of operations.
The Company expects competition from existing and additional competitors to
increase. Many of the Company's competitors have, and new competitors may
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have, larger technical staffs, more established and larger marketing and
sales organizations, better developed distribution systems and
significantly greater financial resources than the Company. There can be
no assurance that either existing or new competitors will not develop
products that are superior to the Company's products or achieve greater
market acceptance. There can be no assurance that future competition will
not have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, distribution channels,
technical requirements and levels and bases of competition may differ as
the Company introduces new products, and there can be no assurance that the
Company will be able to compete favorably. In addition, a proliferation of
software products to meet the needs of the process and asset management
tools market may have a downward pressure on the prices of such products.
Such downward pressure on product prices could have an impact on the
Company's operating margins. There can be no assurance that the Company
could avoid these price pressures.
(g) Risks Relating to Indirect Sales Channels. An important aspect of the
Company's future sales and marketing strategy is to increase the
effectiveness of current indirect sales channels outside the U.S and
develop indirect channels inside the U.S. Although the Company currently
sells its products through indirect sales channels outside the U.S.,
revenue from such sales, in particularly since the restructuring, has been
minimal. There can be no assurance that the Company will be able to
increase revenue from its current indirect sales channels or establish new
indirect sales channels. There can be no assurance that any current
distributor of the Company's products will continue to represent the
Company's products, and the inability to improve the effectiveness of
current indirect sales channels or establish new indirect sales channels
could adversely affect the Company's business, financial condition and
results of operations. The Company's strategy of marketing its products
directly to end-users and indirectly through distributors may result in
distribution channel conflicts, particularly in the U.S. The Company's
direct sales efforts may compete with those of its indirect channels and to
the extent different distributors target the same customers, distributors
may also come into conflict with each other. Although the Company attempts
to allocate the markets for its products among its distribution channels in
a manner to avoid potential conflicts, there can be no assurance that
channel conflict will not materially and adversely affect its relationships
with existing distributors.
(h) Dependence on Proprietary Technology. The Company's success is heavily
dependent upon proprietary technology. The Company's products are licensed
to customers under signed license agreements containing, among other
things, provisions protecting against the unauthorized use, copying and
transfer of the licensed program. In addition, the Company relies on a
combination of trade
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secret, copyright and trademark laws, non-disclosure agreements and
contractual provisions to protect its proprietary rights in its products
and technology. The Company has no patents or patent applications pending,
and existing trade secrets and copyright laws afford only limited
protection. Despite the Company's efforts to protect its proprietary
rights, unauthorized parties may attempt to copy aspects of the Company's
products or to obtain and use information that the Company regards as
proprietary. Policing unauthorized use of the Company's products is
difficult, and while the Company is unable to determine the extent to which
piracy of its software products exists, software piracy can be expected to
be a persistent problem, particularly in international markets and as a
result of the growing use of the Internet. In addition, the laws of some
foreign countries do not protect the Company's proprietary rights to the
same extent as do the laws of the U.K. and the U.S. There can be no
assurance that the steps taken by the Company to protect its proprietary
rights will be adequate or that the Company's competitors will not
independently develop technologies that are substantially equivalent or
superior to the Company's technologies.
The Company is not aware that any of its products, trademarks or other
proprietary rights infringe the proprietary rights of third parties.
However, there can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect to
current or future products. As the number of software products in the
market increases and the functionality of these products further overlap,
software developers may become increasingly subject to infringement claims.
Any such claims against the Company, with or without merit, could be time-
consuming and expensive to defend, cause product shipment delays or require
the Company to enter into royalty or licensing agreements. Such royalty
agreements, if required, may not be available on terms acceptable to the
Company, or at all, which could have a material adverse effect on the
Company's business, financial condition and results of operations.
(i) Dependence on Key Personnel. The Company's future success depends to a
significant extent on the performance of a number of key management and
technical personnel, the loss of one or more of whom could have a material
adverse effect on the Company. The Company's success will also depend in
part on its ability to attract and retain qualified professional,
technical, managerial, sales and marketing and customer support personnel.
Competition for such personnel in the software industry is intense. There
can be no assurance that the Company will be successful in attracting and
retaining the personnel it requires to develop new and enhanced products
and to conduct its operations successfully.
(j) Risks Associated with Global Operations. Although the Company's
restructuring strategy (discussed in (a) above) relies primarily on the
U.S. marketplace, the
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Company's current and future efforts outside the U.S. are subject to risks
inherent in international business activities, including, in particular,
general economic conditions in each such country, overlapping of differing
tax structures, managing an organization spread over various jurisdictions,
unexpected changes in regulatory requirements and complying with a variety
of foreign laws and regulations. Other risks associated with operations
outside the U.S. in general include import and export licensing
requirements, trade restrictions and changes in tariff and freight rates.
There can be no assurance that these factors will not have a material
adverse effect on the Company's business, financial condition and results
of operations.
The Company's non-U.S. sales have historically been denominated in foreign
currencies. To date, the Company has not established an exchange rate
hedging policy and has not engaged in any significant exchange rate hedging
activities to minimize the risks of exchange rate fluctuations. The
Company may seek to implement hedging techniques in the future with respect
to its foreign currency transactions. There can be no assurance that the
Company will be successful in such hedging activities. Gains and losses on
the translation and/or conversion of foreign transactions into U.S. dollars
may contribute to fluctuations in the Company's results of operations.
Although the Company has not experienced any material adverse impact to
date from fluctuations in foreign currencies, there can be no assurance
that the Company will not experience a material adverse affect on its
business, financial condition and results of operations from fluctuations
in foreign currencies in the future.
(k) Prior Losses; Risks Associated with Management of a Changing Business. The
Company experienced losses in fiscal 1994, 1995, 1996 and 1997. While the
Company has refocused its strategy, there can be no assurance that such
reorientation will result in sustained profitability. Furthermore, in
connection with such reorientation, the Company has experienced and will
continue to experience a period of transition. This transition has placed,
and may continue to place, a significant strain on its resources, including
its personnel. If Company management is unable to manage these changes
effectively, the Company's business, financial condition and results of
operations will be materially adversely affected.
Many of the foregoing factors discussed have been discussed in the Company's
prior SEC filings and, had the Act become effective at a different time, would
have been discussed in earlier SEC filings. The foregoing review of factors
pursuant to the Private Litigation Securities Reform Act of 1995 should not be
construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the effective date of said Act.