UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 28, 1996
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Astea International Inc.
------------------------
(Exact name of registrant as specified in its charter)
Commission File Number 0-26330
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Delaware 23-2119058
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
455 Business Center Drive, Horsham, PA 19044
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 682-2500
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ASTEA INTERNATIONAL INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
(Unaudited)
Item 7 of the Current Report on Form 8-K dated June 28, 1996, of Astea
International Inc. (the "Company") is hereby amended and restated in its
entirety to read as follows:
Page
----
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Consolidated Financial Statements of Business Acquired.
E.L.G. DATA AB (1)
-----------------
Independent Auditors' Reports 9
Consolidated Statements of Income for the years ended December 31,
1995 and 1994 and the six months ended June 30, 1996 and 1995
(unaudited) 11
Consolidated Balance Sheets as of December 31, 1995, December 31,
1994 and June 30, 1996 (unaudited) 12
Consolidated Statement of Stockholders' Equity for the years ended
December 31, 1995 and 1994 and the six months ended June 30,
1996 (unaudited) 13
Consolidated Statement of Cash Flows for the years ended December 31,
1995 and 1994 and the six months ended June 30, 1996 and 1995
(unaudited) 14
Notes to Consolidated Financial Statements 15
(b) Pro Forma Financial Information.
Astea International Inc.
------------------------
Pro Forma Consolidated Statements of Income for the years ended
December 31, 1995 and the six months ended June 30, 1996 5
Notes to Pro Forma Consolidated Financial Statements. 7
(c) Exhibits.
7.01.(2) Share Purchase Agreement dated as of June 20, 1996,
among Astea International Inc., Per Edstrom, Orjan
Grinndal and Henrik Lindberg.
7.02.(2) Escrow Agreement, dated as of June 28, 1996 among
Astea International Inc., Abalon AB, Midlantic Bank,
N.A., Per Edstrom, Orjan Grinndal and Henrik
Lindberg, and Per Edstrom, as representative.
7.03.(2) Registration Rights Agreement, dated as of June 28,
1996, among Astea International Inc., Per Edstrom,
Orjan Grinndal and Henrik Lindberg.
(1) On June 28, 1996, the Company purchased Bebalon AB
("Bebalon"), the sole shareholder of E.L.G. Data AB
("E.L.G. Data") which is the sole shareholder of
Abalon AB (collectively referred to as "Abalon").
Immediately prior to the Company's acquisition of
Abalon, Bebalon purchased all the outstanding shares
in E.L.G. Data, which it did not already own, from
Per Edstrom, Orjan Grinndal and Henrik Lindberg, the
shareholders of Bebalon. Historically, Bebalon and
E.L.G. Data have operated as holding companies, and
therefore have had no significant operating income or
expense. Historical consolidated financial statements
of E.L.G. Data, are, therefore, included, in this
Form 8K/A.
(2) Incorporated herein by reference to the exhibits to
the Company's report on Form 8-K dated June 28, 1996,
filed on July 12, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Astea International Inc.
Date: December 16, 1996 By: /s/ Leonard W. von Vital
------------------------
Leonard W. von Vital
Vice President and Chief Financial
Officer
(Principal Accounting Officer)
ASTEA INTERNATIONAL AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
BASIS OF PRESENTATION
(Unaudited)
The accompanying Pro Forma Consolidated Statements of Income for the year
ended December 31, 1995 and for the six months ended June 30, 1996, give
effect to the acquisition of Bebalon AB ("Bebalon") and its subsidiaries by
Astea International Inc. ("Astea" or the "Company"), as if this transaction
had occurred as of January 1, 1995. A Pro Forma Consolidated Balance Sheet
as of June 30, 1996 has been excluded since the purchase accounting for
this transaction has been reflected in the Company's June 30, 1996 balance
sheet included in the Company's June 30, 1996 Form 10-Q filing. On June 28,
1996, the Company purchased Bebalon AB ("Bebalon"), the sole shareholder of
E.L.G. Data AB ("E.L.G. Data") which is the sole shareholder of Abalon AB
(collectively referred to as "Abalon"). This acquisition is to be accounted
for as a purchase transaction by Astea.
The Company's Pro Forma Consolidated Statements of Income have been
prepared by management and should be read in conjunction with the
historical financial statements of Astea and Abalon, included in this Form
8-K/A. The Historical Consolidated Statements of Income of Astea, included
herein, were previously restated for the February 27, 1996 merger with
Bendata, Inc., which has been accounted for as a pooling of interests. See
the Company's previously filed Form 8-K, dated May 2, 1996. The Pro Forma
Consolidated Statements of Income are based on certain assumptions and
preliminary estimates which are subject to change. These statements do not
purport to be indicative of the financial position or results of operations
that might have occurred, nor are they indicative of future results.
ASTEA INTERNATIONAL AND SUBSIDIARIES
------------------------------------
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
(Unaudited)
Historical Pro Forma
========================== ================================
Astea Abalon Adjustments Combined
------------- ------------ ------------- -------------
Revenues:
Software license fees $ 29,904,000 $ 2,221,000 $ 32,125,000
Services and maintenance 24,062,000 3,715,000 27,777,000
========== ========= =============
Total revenues 53,966,000 5,936,000 59,902,000
------------- --------- ------------
Costs and expenses:
Cost of software license fees 3,880,000 528,000 $ 298,000 (A) 4,706,000
Cost of services and maintenance 16,198,000 2,699,000 18,897,000
Product development 4,178,000 579,000 4,757,000
Sales and marketing 14,902,000 1,071,000 15,973,000
General and administrative 6,357,000 571,000 60,000 (B) 6,988,000
============= ======= ------------- -------------
Total costs and expenses 45,515,000 5,448,000 358,000 51,321,000
------------- --------- ------------- -------------
Operating income (loss) 8,451,000 488,000 (358,000) 8,581,000
Interest income 740,000 3,000 (301,000) (C) 442,000
Interest expense (561,000) (46,000) (421,000) (C) (1,028,000)
============= ======= --------- ------------
Income (loss) before income taxes 8,630,000 445,000 (1,080,000) 7,995,000
Income tax (benefit) provision 1,883,000 137,000 (246,000) (C)
- - 1,569,000 (D) 3,343,000
============= ------------ ------------- ---------
Net income (loss) $ 6,747,000 $ 308,000 $ (2,403,000) $ 4,652,000
============= ============ ============= -------------
Net income per share $ .59 $ .40
============= =============
Weighted average shares outstanding 11,484,000 233,000 11,717,000
============= ============ =============
See accompanying notes to pro forma consolidated statements of income.
ASTEA INTERNATIONAL AND SUBSIDIARIES
------------------------------------
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 1996
--------------------------------------
(Unaudited)
Historical Pro Forma
=========================== ===============================
Astea Abalon Adjustments Combined
-------------- ------------ ------------ -------------
Revenues:
Software license fees $ 11,369,000 $ 1,283,000 $ 12,652,000
Services and maintenance 15,009,000 2,184,000 17,193,000
============== --------- ----------
Total revenues 26,378,000 3,467,000 29,845,000
-------------- --------- ----------
Costs and expenses:
Cost of software license fees 1,630,000 221,000 149,000 (A) 2,000,000
Cost of services and maintenance 9,809,000 1,612,000 11,421,000
Product development 3,821,000 649,000 4,470,000
Sales and marketing 10,033,000 953,000 10,986,000
General and administrative 5,344,000 403,000 30,000 (B) 5,777,000
Expenses related to pooling transaction 3,416,000 3,416,000
Charge for purchased research and
development 13,810,000 ---------- ---------- 13,810,000
============== ------------ ------------ -------------
Total costs and expenses 47,863,000 3,838,000 179,000 51,880,000
-------------- --------- ------- ----------
Operating loss (21,485,000) (371,000) (179,000) (22,035,000)
Interest income 727,000 5,000 (268,000) (C) 464,000
Interest expense (218,000) (31,000) - (249,000)
============== ------- -------- --------
Operating loss before income taxes (20,976,000) (397,000) (447,000) (21,820,000)
Income tax (benefit) provision (1,769,000) (111,000) (91,000) (C)
- - 95,000 (D) (1,876,000)
-------------- ---- ------ -- ----------
Net loss $ (19,207,000) $ (286,000) $ (451,000) $ (19,944,000)
============== ============ =========== =============
Net loss per share $ (1.52) $ (1.55)
============== =============
Weighted average shares outstanding 12,644,000 233,000 12,877,000
============== ============ =============
See accompanying notes to pro forma consolidated statements of income.
ASTEA INTERNATIONAL AND SUBSIDIARIES
------------------------------------
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
----------------------------------------------------
(Unaudited)
-----------
1. HISTORICAL:
-----------
The historical balances represent the financial position and results of
operations for Astea and Abalon and were derived from their respective financial
statements for the periods indicated.
On February 27, 1996, the Company completed a merger with Bendata, Inc.
("Bendata"). The Company exchanged 1,500,000 shares of its common stock for all
of Bendata's outstanding capital stock in a merger to be accounted for as a
pooling of interests. The Historical Statements of Income of Astea have been
restated to include Bendata. Bendata is an international provider of
client/server software for the internal help desk market.
2. ABALON ACQUISITION:
-------------------
On June 28, 1996, the Company completed an acquisition of Abalon. The Company
exchanged cash of $8,550,000 and 233,236 shares of its common stock for all of
Abalon's outstanding capital stock in an acquisition to be accounted for as a
purchase transaction. The purchased balance sheet of Abalon is reflected in the
Company's June 30, 1996 Consolidated Balance Sheet included in the previously
filed June 30, 1996 Form 10-Q. Abalon is a Swedish company which develops and
markets sales force automation products for the customer interaction software
market.
In connection with the Abalon acquisition, the Company recorded a one time
charge of $13,810,000 related to the fair value of in-process research and
development.
3. PRO FORMA CONSOLIDATED STATEMENT OF INCOME:
-------------------------------------------
The following pro forma adjustments to the Pro Forma Consolidated Statements of
Income are reflected as if the acquisition had occurred as of January 1, 1995.
(A) To record amortization of capitalized software
The Pro Forma Statements of Income for twelve and six month periods ended
December 31, 1995 and June 30, 1996 respectively reflect the amount of
amortization related to the capitalized software which would have been recorded
as a result of the acquisition.
(B) To record amortization of goodwill
The Pro Forma Statements of Income for the twelve and six month periods ended
December 31, 1995 and June 30, 1996 respectively reflect the amount of
amortization related to the goodwill which would have been recorded as a result
of the acquisition.
(C) To record interest income and interest expense
The Pro Forma Statements of Income for the twelve and six month periods ended
December 31, 1995 and June 30, 1996 respectively reflect the amount of interest
income reduction and interest expense incurred based on the aggregate net cash
used and borrowed to acquire Abalon ($9,750,000 including $1,200,000 of deal
costs) at rates of 5 to 8 percent and the related income tax benefit.
(D) To record income tax provision/benefit
On July 26, 1995, Astea terminated its status as an S corporation and, as a
result, is now subject to federal and additional state income taxes.
Accordingly, the Pro Forma Consolidated Statement of Income for the year ended
December 31, 1995 reflects the amount of income taxes that would have been
recorded if Astea had been a C corporation, based on the tax laws in effect
during the respective periods.
In connection with the merger, Bendata, Inc. terminated its status as an S
corporation and Bendata UK terminated its partnership status and were subject to
federal and state income taxes, thereafter. Accordingly, the Pro Forma
Consolidated Statement of Income for the year ended December 31, 1995 and for
the six months ended June 30, 1996 reflect the amount of income taxes that would
have been recorded if Bendata had been a C corporation, based on the tax laws in
effect during the respective periods.
4. PRO FORMA NET INCOME (LOSS) PER SHARE
-------------------------------------
Pro forma net income per share was calculated by dividing pro forma net income
by the weighted average number of shares of common stock outstanding for the
respective periods, adjusted for the dilutive effect of common stock
equivalents, which consist of stock options, using the treasury stock method,
plus 233,000 shares of Astea common stock issued in conjunction with the Abalon
acquisition.
Ernst & Young
E.L.G. DATA AB
Org nr 556327-4066
AUDIT REPORT
I have examined the annual report, the consolidated financial statements, the
accounting records and the administration by the Board of Directors and the
Managing Director for the fiscal year 1994. The examination was made in
accordance with generally accepted auditing standards of Sweden.
Parent company
The annual report has been prepared in accordance with the Swedish Companies
Act.
I recommend
that the income statement and the balance sheet be adopted,
that the unappropriated earnings be dealt with in accordance with the proposal
in the administration report and
that the members of the Board of Directors and the Managing Director be
discharged from liability for the fiscal year.
Group
The consolidated financial statements have been prepared in accordance with the
Swedish Companies Act.
I recommend
that the consolidated income statement and the consolidated balance sheet be
adopted.
Ernst & Young
Date: May 24, 1995 By: /s/ Tom Bjorklund
-----------------
Tom Bjorklund
Certified Public Accountant
Price Waterhouse
AUDIT REPORT
FOR
ELG DATA AB
I have examined the annual report, the consolidated accounts, the accounting
records and the administration by the Board of Directors for the financial year
1995. The examination was carried out in accordance with generally accepted
auditing standards of Sweden.
PARENT COMPANY
The annual report has been prepared in accordance with the Swedish Companies
Act.
I recommend
that the income statement and the balance sheet be adopted
that the unappropriated earnings be dealt with in accordance with the proposal
in the administration report and
that the members of the Board of Directors be discharged from liability for the
financial year.
THE GROUP
The consolidated accounts have been prepared in accordance with the Swedish
Companies Act.
I recommend
that the members of the Board of Directors be discharged from liability for the
financial year.
Price Waterhouse
Date: June 20, 1996 By: /s/ Christer Nirland
--------------------
Christer Nirland
Authorized Public Accountant
E.L.G. DATA AB
Consolidated Statements of Income
(in thousands)
Six months ended Year ended December 31,
June 30,1996 June 30, 1995 1995 1994
--------------------------- -----------------------------------------
(unaudited)
Revenues:
Software licence fees $ 1,283 $ 847 $ 2,221 $ 1,283
Services and maintenance 2,184 1,922 3,715 2,481
------------------------ ----------------------------------------
Total revenues 3,467 2,769 5,936 3,764
======================== ========================================
Costs and expenses:
Cost of software license fees 221 223 528 401
Cost of services and maintenance 1,612 1,179 2,699 1,562
Product development 649 282 579 379
Sales and marketing 953 467 1,071 701
General & administration 403 277 571 475
------------------------ ----------------------------------------
Total Costs and expenses 3,838 2,428 5,448 3,518
======================== ========================================
Operating income/(loss) (371) 341 488 246
Interest income 5 0 3 5
Interest expense (31) (17) (46) (36)
------------------------ ----------------------------------------
Income/(loss) before income taxes (397) 324 445 215
Provision for income taxes (111) 0 137 65
----------------------- ----------------------------------------
Net Income/(loss) $ (286) $ 324 $ 308 $ 150
======================= ========================================
E.L.G. DATA AB
Consolidated Balance Sheets
(in thousands)
Six months ended
June 30, 1996 December 31,
---------------- -----------------
(unaudited) 1995 1994
Assets
Current Assets:
Cash and equivalents $ 2 $ 16 $ 170
Receivables, net reserves of 23, 46
and 46 1,251 1,844 1,107
Prepaid expenses and other 412 180 46
--------- -------------------
Total current assets 1,665 2,040 1,323
Property and equipment, net 607 611 366
Goodwill, net 0 0 0
---------- -------------------
Total assets 2,272 2,651 1,689
========== ===================
Liabilities and Stockholders' Equity
Current Liabilities:
Line of credit 686 394 279
Current portion of long-term debt 0 0 101
Accounts payable and accrued expenses 1,087 1,228 740
Deferred revenues 128 359 302
--------- -------------------
Total current liabilities 1,901 1,981 1,422
Deferred income taxes 87 87 38
Commitments and contingencies
Stockholders' equity:
Preferred stock 0 0 0
Common stock 7 7 7
Additional paid-in capital 0 0 0
Cumulative translation adjustment 40 53 7
Retained earnings 237 523 215
--------- -------------------
Total stockholders' equity 284 583 229
--------- -------------------
Total liabilities and stockholders'
equity $ 2,272 $ 2,651 $ 1,689
========= ===================
E.L.G. DATA AB
Consolidated Statements of Stockholders' Equity
(in thousands)
Restricted Unrestricted Cumulative
Common Retained Retained Translation
stock Earnings Earnings Adjustment Total
Balance, January 1, 1994 $ 7 $ 50 $ 15 $ 0 $ 72
Movement between restricted
and unrestricted reserves (29) 29 0
Net income 150 150
Cumulative translation adjustment 7 7
-------------------------------------------------------------
Balance, December 31, 1994 7 21 194 7 229
=============================================================
Movement between restricted
and unrestricted reserves 114 (114) 0
Net income 308 308
Cumulative translation adjustment 46 46
-------------------------------------------------------------
Balance, December 31, 1995 7 135 388 53 583
=============================================================
Net loss (286) (286)
Cumulative translation adjustment (13) (13)
-------------------------------------------------------------
Balance, June 30, 1996 (unaudited) $ 7 $ 134 $ 102 $ 40 $ 284
=============================================================
E.L.G. DATA AB
Consolidated Statements of Cash Flows
(in thousands)
Six months ended Year ended December 31,
June 30, 1996 June 30, 1995 1995 1994
-------------------------------- -----------------------
(unaudited)
Cash flows from operating activities:
Net income/(loss) $ (286) $ 324 $ 308 $ 150
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 154 94 175 126
Changes in operating assets and liabilities:
Receivables, net 594 (105) (737) (20)
Prepaid expenses and other (232) (86) (134) 14
Accounts payable and accrued expenses (141) (36) 488 104
Deferred income taxes - 1 47 (3)
Deferred revenues (231) (133) 57 (91)
-------------------------------- -----------------------
Net cash provided by/(used in) operating activities (142) 59 204 280
================================ =======================
Cash flows from investing activities:
Purchase of property and equipment (150) (222) (374) (216)
Proceeds from sale of property and equipment 0 7 0
-------------------------------- -----------------------
Net cash used in investing activities (150) (222) (367) (216)
================================ =======================
Cash flows from financing activities:
Net borrowings (repayments) on line of credit 293 105 115 248
Repayments of long-term debt 0 (101) (101) (175)
-------------------------------- -----------------------
Net cash provided by (used in) financing activities 293 4 14 73
-------------------------------- -----------------------
Translation adjustment (15) 6 (5) 5
-------------------------------- -----------------------
Net increase (decrease) in cash and cash equivalents (14) (153) (154) 142
Cash and cash equivalents balance, beginning of period 16 170 170 28
-------------------------------- -----------------------
Cash and cash equivalents balance, end of period $ 2 $ 17 $ 16 $ 170
================================ =======================
E.L.G. DATA AB
NOTES TO CONSOLIDATD FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements of E.L.G. Data AB (the "Company") include
the accounts of E.L.G. Data AB and its wholly owned subsidiaries and branches.
The financial statements reflect the elimination of all significant intercompany
accounts and transactions.
The financial information consolidates the results, assets and liabilities of
E.L.G. Data AB and its subsidiary undertakings made up to 31 December each year
and 30 June 1996. The consolidated profit and loss accounts include the results
of business purchased from the effective date of acquisition and exclude the
results of discontinued operations and business sold from the effective date of
disposal.
The preparation of financial statements have been made in conformity with
Swedish GAAP and the Swedish Companies Act of 1975 (Aktiebolagslagen), Swedish
Accounting Act of 1976 (Bokforingslagen) and the recommendations and standards
issued by the Swedish Financial Accounting Standards council
(Redovisningsradet). There are no material variations in the accounting
principles, practices and methods used in preparing the financial statements
from the principles, practices and methods generally accepted in the United
States, except for the effect SFAS 86 "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed" which has not been
determined.
Revenue Recognition
Service revenues, which include consulting, implementation and training, are
recognized as the services are performed. Maintenance revenues are recognized
ratably over the terms of the maintenance agreements.
Depending on contract terms and conditions, software license fees are recognized
upon delivery of the product if no significant vendor obligations remain and
collection of the resulting receivable is deemed probable. If significant
vendor obligations exist at delivery and/or the product is subject to customer
acceptance, revenue is deferred until no significant obligations remain and/or
acceptance has occurred. If the payment of the license fee is coincident to
services which are deemed to be essential to the transaction, the license fee is
deferred and recognized using contract accounting over the period during which
the services are performed. The Company's software licensing agreements provide
for a warranty period (typically 90 days). The portion of the license fee
associated with the warranty period is not material.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization are
provided using the straight-line method over the estimated useful lives of the
related assets as follows: 24% per annum.
Product Development
Product development costs are charged to expense as incurred.
Income Taxes
Corporation tax is provided on taxable profits at the current rate.
Deferred tax (which arises from differences in the timing of recognition of
items, principally depreciation in the accounts and the tax computation) is
calculated using the liability method. Provision is made for all timing
differences in full, and as such, there is no unprovided potential deferred tax
liability.
Currency Translation
The results of operations are translated at average exchange rates during the
year. The effects of exchange rate fluctuations in translating assets and
liabilities of international operations into U.S. dollars are accumulated and
reflected as accumulative translation adjustment in the statements of
stockholders' equity. Transaction gains and losses are included in net income.
There are no material transaction gains or losses in the accompanying financial
statements for the periods presented.
2. Property and Equipment
June 30, 1996 1995 1994
Computers and related equipment 842 724 404
Furniture and fixtures 404 373 238
Other 45 44 58
-------------------------------
1,291 1,141 700
Accumulated depreciation (684) (530) (334)
-------------------------------
Net book value 607 611 366
===============================
3. Accounts Payable and Accrued Expenses
June 30, 1996 1995 1994
Accounts payable 360 456 282
Accrued income taxes payable - 159 57
Other accrued liabilites 726 613 400
-------------------------------
1,087 1,228 740
===============================
4. Line of Credit
June 30, 1996 1995 1994
Line of Credit 686 394 279