UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTER ENDED JUNE 30, 1997
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number 0-26948
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SCOPUS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 94-3134998
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1900 Powell St., 7th Floor
Emeryville, CA 94608
(Address of principal executive offices & zip code)
Registrant's telephone number: (510)-597-5800
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
----- -----
There were 20,383,358 shares of the registrant's $.001 par value Common Stock
outstanding as of June 30,1997.
SCOPUS TECHNOLOGY, INC.
TABLE OF CONTENTS
Page
----
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. Other Information
Item 5. Other Information 16
Item 6. List of Exhibits and Reports on Form 8-K 18
Signatures 19
Index to Exhibits 20
Page 2
SCOPUS TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, June 30,
---------------------------------
(In thousands) 1997 1997
- ------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 54,824 $ 53,949
Investments 24,417 26,225
Accounts receivable, net 17,712 19,408
Prepaid expenses and other 2,686 2,662
- ------------------------------------------------------------------------------------------------
Total current assets 99,639 102,244
Property and equipment, net 7,038 8,002
Other assets 1,852 1,787
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Total assets $ 108,529 $ 112,033
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Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 2,234 $ 2,186
Accrued liabilities 7,177 6,300
Income taxes payable 1,938 1,173
Deferred revenue 4,856 4,992
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Total current liabilities 16,205 14,651
Shareholders' equity:
Common stock and paid-in capital 80,134 82,638
Retained earnings 12,190 14,744
- ------------------------------------------------------------------------------------------------
Total shareholders' equity 92,324 97,382
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Total liabilities and shareholders' equity $ 108,529 $ 112,033
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See accompanying notes
Page 3
SCOPUS TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30,
-----------------------
(In thousands, except per share amounts) 1996 1997
- -----------------------------------------------------------------------------------
Revenues:
Licenses $ 7,381 $ 15,006
Services and maintenance 2,922 6,601
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Total revenues 10,303 21,607
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Cost of revenues:
Licenses 595 415
Services and maintenance 1,961 4,160
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Total cost of revenues 2,556 4,575
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Gross margin 7,747 17,032
Operating expenses:
Sales and marketing 4,061 9,571
Research and development 1,780 2,514
General and administrative 850 1,658
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Total operating expenses 6,691 13,743
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Income from operations 1,056 3,289
Other income, net 311 765
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Income before income taxes 1,367 4,054
Provision for income taxes 519 1,500
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Net income $ 848 $ 2,554
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Net income per share $ 0.04 $ 0.12
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Shares used in per share computations 19,110 21,771
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See accompanying notes
Page 4
SCOPUS TECHNOLOGY, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
June 30,
------------------------------
(In thousands) 1996 1997
- ----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 848 $ 2,554
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 377 805
Noncash charges (credits), net 462 2
Changes in assets and liabilities:
Increase in accounts receivable (1,427) (1,696)
(Increase) decrease in prepaid expenses and other (617) 89
Increase (decrease) in accounts payable 936 (48)
Decrease in accrued liabilities (19) (877)
(Decrease) increase in income taxes payable (679) 416
Increase in deferred revenue 390 136
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Net cash provided by operating activities 271 1,381
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments (43) (4,110)
Proceeds from sale/maturity of investments 2,200 2,302
Purchase of property and equipment (1,080) (1,750)
Proceeds from disposal of property and equipment 5 -
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Net cash provided by (used in) investing activities 1,082 (3,558)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of common stock options 159 698
Proceeds from issuance of stock under Employee Stock Purchase Plan 429 604
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Net cash provided by financing activities 588 1,302
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,941 (875)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 21,792 54,824
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 23,733 $ 53,949
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See accompanying notes
Page 5
SCOPUS TECHNOLOGY, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared on the same basis as the audited annual consolidated financial
statements and, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position, results of operations and cash flows.
The results of operations for the three months ended June 30, 1997, are not
necessarily indicative of the results to be expected for the full year. Certain
information and footnote disclosures normally contained in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with the Notes to Consolidated Financial Statements
contained in Scopus Technology, Inc.'s Report on Form 10-K for the year ended
March 31, 1997.
NOTE 2. INCOME TAXES
As a result of employee stock option exercises during the three months ended
June 30, 1997, the Company recognized a $1,181,000 tax benefit. This benefit was
credited directly to shareholders' equity and, accordingly, was not reflected in
the income tax provision.
NOTE 3. STOCK SPLIT
All share and per share data in this Form 10-Q have been adjusted to give effect
to the three-for-two stock split distributed on February 19, 1997 to holders of
record on February 7, 1997.
NOTE 4. SUBSEQUENT EVENTS
On July 23, 1997 the shareholders approved an amendment to the 1991 Stock Option
Plan (the "Plan") to increase the shares reserved for issuance thereunder by
1,500,000 shares, bringing the total number of shares issuable under the Plan to
7,050,000.
In August 1997, the Company entered into a five year lease for a new office
facility in Emeryville, California. Payments under this lease are anticipated to
commence in October 1997 and will be approximately $1.3 million per annum. The
Company is also obligated to spend approximately $1.1 million on tenant
leasehold improvements prior to occupying the facility.
NOTE 5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In March 1997, Statement of Financial Accounting Standards No. 129, "Disclosure
of Information about Capital Structure" was issued and is effective for the
Company's year ending March 31, 1998. In June 1997, Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" and Statement of
Financial Accounting Standards No. 131, "Disclosures About Segments of An
Enterprise and Related Information" were issued and are also effective for the
year ending March 31, 1998. The Company has not determined the impact of the
implementation of these pronouncements.
Page 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report that are not purely
historical are forward looking statements within in the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including without limitation statements regarding the Company's
expectations, beliefs, intentions or strategies regarding the future. All
forward looking statements included in this report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward looking statements. The Company's actual
results could differ materially from those anticipated in these forward looking
statements as a result of certain factors, including those set forth below,
under "Overview", "Qualitative and Quantitative Disclosure About Market Risk"
and elsewhere in this report.
OVERVIEW
The Company's quarterly operating results have varied substantially in the past
and are likely to vary substantially from quarter to quarter in the future due
to a variety of factors. In particular, the Company's period-to-period operating
results are significantly dependent upon the timing of the closing of large
license agreements. In this regard, the purchase of the Company's products can
require a significant capital investment from a potential customer which the
customer generally views as a discretionary cost that can be deferred or
canceled due to budgetary or other business reasons. Estimating future revenues
is also difficult because the Company ships its products soon after an order is
received and as such does not have a significant backlog. Thus, quarterly
license revenues are heavily dependent upon orders received and shipped within
the same quarter. Moreover, the Company has generally recorded a significant
portion of its total quarterly revenues in the third month of a quarter, with a
concentration of these revenues in the last half of that third month. This
concentration of revenues is influenced by customer tendencies to make
significant capital expenditures at the end of a fiscal quarter. The Company
expects these revenue patterns to continue for the foreseeable future. In
addition, quarterly license revenues are also dependent on the timing of revenue
recognition, which can be affected by many factors, including the timing of
customer installations and the fulfillment of acceptance criteria. In this
regard the Company has from time to time experienced delays in recognizing
revenues with respect to certain orders. Despite the uncertainties in its
revenue patterns, the Company's operating expenses are based upon anticipated
revenue levels and such expenses are incurred on an approximately ratable basis
throughout the quarter. As a result, if expected revenues are deferred or
otherwise not realized in a quarter for any reason, the Company's business,
operating results and financial condition would be materially adversely
affected.
In recent periods, the Company has sought to increase the use of third party
consultants and system integrators to provide implementation, customization and
consulting services directly to the Company's customers. The Company's
increasing reliance on such third party consultants and systems integrators
poses several risks that could have a material adverse effect on the Company's
business, operating results and financial condition. For example, there can be
no assurance that these third party providers, who have direct obligations to
the Company's customers, will be able to continue to provide a level of quality
of service required to meet the needs of such customers. If the Company is
unable to develop further and to maintain effective, long-term relationships
with these third parties, or if these third parties fail to meet the needs of
the Company's customers in a timely fashion, the Company's business, operating
results and financial condition will be materially adversely affected.
Page 7
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain condensed
consolidated statement of operations data expressed as a percentage of total
revenues:
(Unaudited)
Three Months Ended
June 30,
-----------------------------
1996 1997
- --------------------------------------------------------------------------------------
Revenues:
Licenses 71.6 % 69.4 %
Services and maintenance 28.4 30.6
- --------------------------------------------------------------------------------------
Total revenues 100.0 100.0
- --------------------------------------------------------------------------------------
Cost of revenues:
Licenses 5.8 1.9
Services and maintenance 19.0 19.3
- --------------------------------------------------------------------------------------
Total cost of revenues 24.8 21.2
- --------------------------------------------------------------------------------------
Gross margin 75.2 78.8
Operating expenses:
Sales and marketing 39.4 44.3
Research and development 17.3 11.6
General and administrative 8.2 7.7
- --------------------------------------------------------------------------------------
Total operating expenses 64.9 63.6
- --------------------------------------------------------------------------------------
Income from operations 10.3 15.2
Other income, net 3.0 3.5
- --------------------------------------------------------------------------------------
Income before income taxes 13.3 18.7
Provision for income taxes 5.0 6.9
- --------------------------------------------------------------------------------------
Net income 8.3 % 11.8 %
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Revenues
--------
The Company recognizes revenue in accordance with the provisions of
Statement of Position 91-1 "Software Revenue Recognition." The Company generates
revenue primarily from licensing the rights to use its software products to end
users and to a lesser extent from sublicense fees from resellers. The Company
also generates revenues from consulting, training and maintenance services
performed for customers who license its products.
Revenues from perpetual software license agreements are recognized as
revenue upon receipt of an executed license agreement, (or an unconditional
purchase order under an existing license agreement), and shipment of the
software, if there are no significant post-delivery obligations and collection
of the receivables is probable.
Revenues from maintenance services are recognized ratably over the term of
the maintenance periods which are typically one year. If maintenance services
are included free of charge or discounted in a license agreement, such amounts
are unbundled from the license fee at their fair market value based upon the
value established by independent sales of such maintenance services to
customers.
Page 8
Consulting and training revenues are generally recognized as the services
are performed. Consulting services are typically performed under separate
service agreements and are usually performed on a time and materials basis. Such
services primarily consist of implementation services related to the
installation of the Company's products and do not include significant
customization to or development of the underlying software code.
Licenses. License revenues increased 103% from $7.4 million for the three
--------
months ended June 30, 1996 to $15.0 million for the three months ended June 30,
1997, representing 72% and 69% of total revenues in the respective periods. The
increase in license revenues was primarily due to increasing market awareness
and acceptance of the Company's product offerings, continuing enhancement and
increasing breadth of the Company's product offerings, expansion of the
Company's sales and marketing organization and sales to new industry segments.
Services and Maintenance. Services and maintenance revenues increased 126%
------------------------
from $2.9 million for the three months ended June 30, 1996 to $6.6 million for
the three months ended June 30, 1997, representing 28% and 31% of total revenues
in the respective periods. The increase in services and maintenance revenues
were primarily the result of increased demand for consulting and systems
implementation services from customers purchasing the Company's products for
large scale enterprise-wide implementations, and increases in maintenance
revenues from a larger installed product base. The Company continues to focus on
the product side of its business and the increased use of outside third party
consulting firms to provide implementation services directly to the Company's
customers.
Cost of Revenues
----------------
Licenses. Cost of licenses consists primarily of royalty payments to third
--------
party software vendors and costs of product media, duplication and packaging.
Cost of licenses decreased from $595,000 for the three months ended June 30,
1996 to $415,000 for the three months ended June 30, 1997, representing 8% and
3% of license revenues respectively. The decrease in cost of licenses in
absolute dollars for the three months ended June 30, 1997 and as a percentage of
license revenues is primarily a result of lower royalty fees paid to third party
software vendors because of a lower level of sales of third party software as
compared to the similar period in the prior year. Although the Company does not
expect revenues and costs from the distribution of third party software vendors
to be significant in future periods, period to period fluctuations in the level
of such revenues may occur and the Company's gross margins and results of
operations could be materially adversely affected.
Services and Maintenance. Cost of services and maintenance increased from
------------------------
$2.0 million for the three month period ended June 30, 1996 to $4.2 million for
the comparable period in 1997. Cost of services and maintenance revenues as a
percentage of services and maintenance revenues decreased to 63% for the quarter
ended June 30, 1997 from 67% in the comparable period of the prior year. This
decrease as a percentage of services and maintenance revenues reflects
improvements in productivity and efficiencies in both the professional service
and technical support organizations.
Operating expenses
------------------
Sales and Marketing. Sales and marketing expenses increased from $4.1
-------------------
million for the three month period ended June 30, 1996 to $9.6 million for the
comparable period in 1997. As a percentage of total revenues, sales and
marketing expenses increased to 44% for the three month period ended June 30,
1997 from 39% in the comparable period of the prior year. These increases were
primarily the result of costs associated with the expansion of the Company's
sales and marketing organization, both domestically and internationally, and the
additional investments being made as the Company implements its vertical market
strategy. In addition, marketing expenses in the three months ended June 30,
1997 included increased expenditures related to the Company's product launch of
Scopus Series 5, the enterprise client/server application suite based on a fifth
generation open, highly scalable distributed component architecture.
Page 9
Research and Development. Research and development expenses increased from
------------------------
$1.8 million for the three month period ended June 30, 1996 to $2.5 million for
the comparable period in 1997. Research and development expenses decreased from
17% of total revenues for the three month period ended June 30, 1996 to 12% for
the comparable period in 1997. The increased investment in research and
development expenses in absolute dollars primarily reflects increased expenses
related to salaries and other expenses for the addition of software engineers
and reflects the Company's continued investment in enhancing existing products
and developing new product offerings. However, continued significant investment
in research and development, may vary as a percentage of total revenues.
General and Administrative. General and administrative expenses increased
--------------------------
from $850,000 for the three month period ended June 30, 1996 to $1.7 million for
the comparable period in 1997. General and administrative expenses as a
percentage of total revenues were 8% for each of the three month periods ended
June 30, 1996 and 1997, respectively. The increase in expenses in absolute
dollars reflects the Company's continued investment in the enhancement of
infrastructure to support its growth.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated cash of $271,000 and $1.4 million from operating
activities during the three months ended June 30, 1996, and 1997 respectively.
The increase was primarily a result of higher net income and increases in
depreciation and amortization, offset in part by increases in accounts
receivable. The increases in accounts receivable resulted from the growth in
revenues during the same period. The levels of accounts receivable at each
quarter end will be affected by the concentration of revenues in the final weeks
of each quarter and may be negatively affected by expanded international
revenues in relation to total revenues as licenses to international customers
often have longer payment terms.
During the three months ended June 30, 1996 and 1997, the Company invested
$43,000 and $4.1 million, respectively, in short term investments and invested
$1.1 million and $1.8 million in property and equipment, which related primarily
to computer hardware and software to support the growing organization. In August
1997, the Company entered into a five year lease for a new office facility in
Emeryville, California. Payments under this lease are anticipated to commence in
October 1997 and will be approximately $1.3 million per annum. The Company is
also obligated to spend approximately $1.1 million on tenant leasehold
improvements prior to occupying the facility.
Cash provided by financing activities for the three months ended June 30,
1996 and 1997, totaled $588,000 and $1.3 million respectively, and consisted
primarily of proceeds from the exercise of stock options and from the issuance
of stock under the Employee Share Purchase Program.
The Company believes that cash flows from operations and existing cash and
cash equivalents and short-term investments will be sufficient to meet its needs
for at least the next twelve months.
Page 10
QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
Variability of Operating Results; Uncertainty of Future Operating Results.
--------------------------------------------------------------------------
The Company was incorporated in March 1991 and introduced its first product in
February 1992. Although the Company has been profitable each fiscal year since
inception, there can be no assurance that the Company will be able to sustain
profitability on a quarterly or annual basis in the future. In addition, the
Company's revenues and operating results have varied substantially in the past
and are likely to vary substantially in the future due to a variety of factors,
including (i) the timing and size of the Company's individual license
transactions, and, in particular, the fact that the Company's revenues in any
quarter can be largely dependent on a limited number of large licenses, (ii) the
fact that a significant portion of the Company's revenues in any given quarter
are recognized in the last month, weeks or even days of the quarter, (iii) the
relatively long sales cycle for the Company's software products, which is
typically six to nine months, (iv) the relative proportion of total revenues
derived from license revenues and services and maintenance revenues, (v) the
timing of the introduction of new products or product enhancements by the
Company and its competitors, (vi) the extent of customization required by any
individual license transaction, which can result in deferral of significant
revenues until completion or acceptance of certain customized portions of the
software, (vii) changes in customers budgets, (viii) seasonality of technology
purchases by customers and general economic conditions, (ix) the mix of revenues
among various distribution channels and between domestic and international
customers, (x) the relative proportion of implementation services performed by
the Company for which the Company engages independent contractors, which are
typically more costly than internal personnel and (xi) the relative proportion
of license revenues derived from third party products distributed by the Company
in conjunction with its products. Therefore, the Company believes that period to
period comparisons of its revenues and operating results are not necessarily
meaningful and that such comparison cannot be relied upon as indicators of
future performance.
Estimating future revenues is difficult because the Company ships its
products soon after an order is received and as such does not have a significant
backlog. Thus, quarterly license revenues are heavily dependent upon orders
received and shipped within the same quarter. Moreover, the Company has
generally recorded a significant portion of its total quarterly revenues in the
third month of the quarter, with a concentration of these revenues in the last
half of that third month. This concentration of revenues is influenced by
customer tendencies to make significant capital expenditures at the end of a
fiscal quarter. The Company expects these revenue patterns to continue for the
foreseeable future. In addition, quarterly license revenues are dependent on the
timing of revenue recognition, which can be affected by many factors, including
the timing of customer installations, completion of customization activity and
the fulfillment of acceptance criteria. The Company has from time to time
experienced delays in recognizing revenues with respect to certain orders.
Despite the uncertainties in its revenue patterns, the Company's operating
expenses are based upon anticipated revenue levels and such expenses are
incurred on an approximately ratable basis throughout the quarter. As a result,
if expected revenues are deferred or otherwise not realized in a quarter for any
reason, the Company's business, operating results and financial condition would
be materially adversely affected.
The Company intends to continue to increase its research and development
expenditures in order to pursue its strategy of developing applications tailored
to the requirements of specific additional vertical markets, and to continue to
increase sales and marketing expenditures significantly as the Company expands
its domestic and international sales and marketing staff and develops indirect
sales and distribution channels. In addition, general and administrative
expenses have increased as the Company invests in the infrastructure needed to
support its growing operations. Accordingly, to the extent that such expenses
precede or are not subsequently followed by increased revenues, the Company's
business, operating results and financial condition will be materially adversely
affected.
Due to all of the foregoing factors, it is likely that in some future
quarter the Company's total revenues or operating results will be below the
expectations of public market analysts and investors. In such event, the price
of the Company's Common Stock would likely decline, perhaps substantially.
Page 11
Intense Competition. The customer information management software market is
-------------------
relatively new, intensely competitive, highly fragmented, subject to rapid
change, and highly sensitive to new product introductions and marketing efforts
by industry participants. The Company competes with a variety of other companies
depending on the target market for their products. These competitors include (i)
a select number of companies, such as Clarify Inc. and The Vantive Corporation,
targeting the enterprise-wide customer information market; (ii) a substantial
number of small private companies and certain public companies, such as Remedy
Corporation, Siebel Systems, Inc., Aurum Software, Inc. and Software Artistry,
Inc., which offer products targeted at one or more specific markets, including
the customer support market, the help desk market, the quality assurance market
and the sales and marketing automation market; (iii) professional services
organizations, such as Anderson Consulting, that design and develop customer
systems; (iv) large information technology providers such as International
Business Machines Corporation ("IBM") and Computer Associates International,
Inc.; and (v) the internal information technology departments of potential
customers, which develop proprietary customer information management
applications. Among the Company's potential competitors are also a number of
large hardware and software companies that may develop or acquire products that
compete with the Company's products. In this regard, SAP AG and Oracle
Corporation have each introduced a customer support module as part of their
application suites. The Company believes that many existing competitors and new
market entrants will attempt to develop fully integrated customer information
management systems that will compete with the Company's products.
Current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase the
ability of their products to address the needs of the Company's prospective
customers. Accordingly, it is possible that new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. Increased
competition is likely to result in price reductions, reduced operating margins
and loss of market share, any one of which could materially adversely affect the
Company's business, results of operations or financial condition. Many of the
Company's current and potential competitors have significantly greater
financial, technical, marketing and other resources than the Company. As a
result, they may be able to respond more quickly to new or emerging technologies
and to changes in customer requirements, or to devote greater resources to the
development, promotion and sale of their products, than can the Company. There
can be no assurance that the Company will be able to compete successfully
against current or future competitors or that competitive pressures will not
materially adversely affect the Company's business operating results and
financial condition.
Dependence on Implementation Relationships. The Company historically relied
------------------------------------------
on internal resources and subcontracted consultants on an as-needed basis to
provide consulting and implementation services for the Company's products. In
recent periods, the Company has sought to increase the use of third party
consultants and system integrators to provide implementation, customization and
consulting services directly to the Company's customers. The Company's
increasing reliance on such third party consultants and systems integrators
poses several risks that could have a material adverse effect on the Company's
business, operating results or financial condition. For example, there can be no
assurance that these third party providers, who will have direct obligations to
the Company's customers, will be able to provide a level of quality of service
required to meet the needs of such customers. If the Company is unable to
develop further and to maintain effective, long term relationships with these
third parties, or if these third parties fail to meet the needs of the Company's
customers in a timely fashion, the Company's business, operating results and
financial condition will be materially and adversely affected. Further, there
can be no assurance that these third party providers, many of whom have
significantly greater financial, technical, personnel and marketing resources
than the Company, will not market software products that compete with the
Company's products, or will not otherwise reduce or discontinue their
relationship with or support of the Company and its products. Finally, many of
these current and potential third party providers have existing relationships or
may undertake relationships with the Company's direct competitors. The inability
to recruit, or the loss of, important third party systems integrators or
professional consulting firms would have a material adverse effect on the
Company's business, operating results and financial condition.
Page 12
Rapid Technological Change; Dependence on Product Development. The market
-------------------------------------------------------------
for the Company's products is characterized by rapid technological advances,
evolving industry standards in computer hardware and software technology,
changes in customer requirements and frequent new product introductions and
enhancements. The Company is currently investing significant resources in
product development and expects to continue to do so in the future. The
Company's future success will depend on its ability to continue to enhance its
current product line and to continue to develop and introduce new products that
keep pace with competitive product introductions and technological developments,
satisfy diverse and evolving customer requirements and otherwise achieve market
acceptance. There can be no assurance that the Company will be successful in
continuing to develop and market on a timely and cost effective basis fully
functional product enhancements or new products that respond to technological
advances by others, or that these products will achieve market acceptance. In
addition, the Company has in the past experienced delays in the development,
introduction and marketing of new enhanced products, and there can be no
assurance that the Company will not experience similar delays in the future. Any
failure by the Company to anticipate or respond adequately to changes in
technology and customer preferences, or any significant delays in product
development or introduction, would have a material adverse effect on the
Company's business, operating results and financial condition.
Due to the complexity and sophistication of the Company's software
products, the Company's products from time to time contain defects or "bugs"
which can be difficult to correct. Furthermore, as the Company continues to
develop and enhance its products, there can be no assurance that the Company
will be able to identify and correct defects in such a manner as will permit the
timely introduction of such products. Moreover, despite extensive testing, the
Company has from time to time discovered defects only after its products have
been used by many customers. There can be no assurance that software defects
will not cause delays in product introductions and shipments, result in
increased costs, require design modifications, or impair customer satisfaction
with the Company's products. Any such event could materially adversely affect
the Company's business, operating results and financial condition.
Expansion of Distribution Channels. The Company has historically sold its
----------------------------------
products through its direct sales force and a limited number of distributors.
The Company's ability to achieve significant revenue growth in the future will
depend in large part on its success in recruiting and training sufficient sales
personnel and establishing relationships with distributors, resellers and
systems integrators. The Company is currently investing, and plans to continue
to invest, significant resources to expand its domestic and international direct
sales force and develop distribution relationships with certain third party
distributors, resellers and systems integrators. The Company's existing
distribution relationships are generally non-exclusive and can be terminated by
either party without cause. The Company's distributors also sell or can
potentially sell products offered by the Company's competitors. There can be no
assurance that the Company will be able to retain or attract a sufficient number
of its existing or future third party distribution partners or that such
partners will recommend, or continue to recommend, the Company's products. The
inability to establish or maintain successful relationships with distributors,
resellers or systems integrators could have a material adverse effect on the
Company's business, operating results or financial condition. In addition, there
can be no assurance that the Company will be able to successfully expand its
direct sales force or other distribution channels. Any failure by the company to
expand its direct sales force or other distribution channels would materially
adversely affect the Company's business, operating results and financial
condition.
Expansion of International Operations; Foreign Currency Fluctuations. An
--------------------------------------------------------------------
important element of the Company's strategy is to expand its international
operations. In this regard, although the Company has established subsidiaries in
the United Kingdom, Canada and France and is currently investing significant
resources in its international operations, including the development of certain
third party distributor relationships and the hiring of additional sales
representatives, international sales to date have been limited and there can be
no assurance that the Company will be successful in expanding its international
operations. In the event the Company is able to increase international revenues
as a percentage of total revenues, the Company's business, operating results or
financial condition could be materially adversely affected by risks inherent in
conducting business internationally, such as changes in currency exchange rates,
longer payment cycles, difficulties in staffing and managing international
operations, problems in collecting accounts receivable, seasonal reductions in
business activity during the summer months in Europe and certain other parts of
the world, increases in tariffs, duties, price controls or other restrictions on
foreign currencies and trade barriers imposed by foreign nationalities. In this
regard, to the extent the Company's international operations expand, the Company
expects that an increasing portion of its international license revenues will be
denominated in foreign currencies. In addition, the Company has only limited
experience in developing localized versions of its products and
Page 13
marketing and distributing its products internationally. There can be no
assurance that the Company will be able to successfully localize, market, sell
and deliver its products internationally. The inability of the Company to
successfully expand its international operations in a timely manner could
materially adversely affect the Company's business, operating results or
financial condition.
Management of Growth. The Company's business has grown rapidly. The growth
--------------------
of the Company's business and expansion of its customer base has placed and is
expected to continue to place a significant strain on the Company's management
and operations. The Company's future operating results will depend on its
ability to continue to broaden the Company's senior management group. From time
to time, engineers and other employees have left the Company for various
reasons, and the Company's future success will depend on its ability to attract,
hire and retain skilled employees and to hire replacements for employees that
leave the Company. The Company's expansion has also resulted in substantial
growth in the number of its employees and the burden placed upon its operating
and financial systems, resulting in increased responsibility for both existing
and new management personnel. In addition, the Company's ability to effectively
manage and support its growth will be substantially dependent on its ability to
continue to build upon its financial and management controls, reporting systems
and procedures on a timely basis and to expand and maintain highly trained
internal and third party resources to provide product customization,
implementation, training and other support services. The Company also expects to
increase its customer support operations to the extent the installed base of the
Company's products continues to grow. Accordingly, the Company's future
operating results will depend on the ability of its management and other key
employees to continue to implement and improve its systems for operations,
financial control and information management, to recruit, train and manage its
employee base, in particular, its direct sales force and customer support
organization, and to work effectively with third party consulting and
implementation service providers. There can be no assurance that the Company
will be able to manage or continue to manage its recent or any future growth
successfully, and any inability to do so would have a material adverse effect on
the Company's business, operating results and financial condition. There also
can be no assurance that the Company will be able to sustain the rates of
revenue growth that it has experienced in the past.
Developing Markets; Product Concentration. The Company's future financial
-----------------------------------------
performance will depend in large part on the growth in demand for individual
customer information management applications as well as the number of
organizations adopting comprehensive customer information systems for their
client/server computing environments. The markets for these applications are
relatively new and developing. If the demand for customer information management
applications develops more slowly than the Company currently anticipates, it
would have a material adverse effect on the demand for the Company's
applications and on its business, operating results and financial condition. The
Company currently markets five application products, together with related
application service modules and a customization tool which are licensed for use
in conjunction with the Company's applications. Although the Company's
application service modules and customization tool are offered separately from
the Company's applications, the Company believes it is unlikely that any
significant revenues could be derived from such modules and such tool unless the
customer is using at least one of the Company's applications. Accordingly, in
the event the Company's applications are not accepted by the marketplace, the
Company's business, operating results and financial condition would be
materially adversely affected.
Intellectual Property Rights. The Company's success is dependent on its
----------------------------
ability to protect its proprietary technology. The Company licenses its products
in object code form only, although it has source code escrow arrangement with
certain customers. The Company relies on a combination of copyright, trademark
and trade secret laws, as well as confidentiality agreements and licensing
arrangements, to establish and protect its proprietary rights. The Company does
not have any patents or patent applications pending, and existing copyright,
trademark and trade secret laws afford only limited protection. In addition, the
laws of certain countries do not protect the Company's proprietary rights as do
the laws of the United States. Accordingly there can be no assurance that the
Company will be able to protect its proprietary rights against unauthorized
third party copying or use, which could materially adversely affect the
Company's business, operating results or financial condition.
Page 14
Despite the Company's efforts to protect its proprietary rights, attempts
may be made to copy or reverse engineer aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. Moreover,
there can be no assurance that others will not develop products that infringe
the Company's proprietary rights, or that are similar or superior to those
developed by the Company. Policing the unauthorized use of the Company's
products is difficult. Litigation may be necessary in the future to enforce the
Company's intellectual property rights, to protect the Company's trade secrets
or to determine the validity and scope of the proprietary right of others. Such
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on the Company's business, operating
results or financial condition.
As is common in the software industry, the Company from time to time
receives notices from third parties claiming infringement by the Company's
products of third party proprietary rights. While the Company is not currently
subject to any such claim, the Company expects its software products will
increasingly be subject to such claims as the number of products and competitors
in the Company's industry segments grows and the functionality of product
overlaps. Any such claim, with or without merit, could result in significant
litigation costs and require the Company to enter into royalty and licensing
agreements, which could have a material adverse effect on the Company's
business, operating results or financial condition. Such royalty and licensing
agreements, if required, may not be available on terms acceptable by the Company
or at all.
The Company also relies on certain technology which it licenses from third
parties, including software which is integrated with internally developed
software and used in the Company's products to perform key functions. There can
be no assurance that these third party technology licenses will continue to be
available to the Company on commercially reasonable terms. The loss of, or
inability of the Company to maintain, any of these technology licenses could
result in delays or reductions in product shipments until equivalent technology
could be identified, licensed and integrated. Any such delays or reductions in
product shipments would materially adversely affect the Company's business,
operating results and financial condition.
Dependence on Key Personnel. The Company's success depends to a significant
---------------------------
extent upon a limited number of members of senior management and other key
employees, including Ori Sasson, the Company's Chairman, President and Chief
Executive Officer. The Company does not maintain key man life insurance on any
such persons. The loss of the service of one or more key managers or other
employees could have a material adverse effect upon the Company's business,
operating results or financial condition. In addition, the Company believes that
its future success will depend in large part upon its ability to attract and
retain additional highly skilled technical, management, sales and marketing
personnel. Competition for such personnel in the computer software industry is
intense. There can be no assurance the Company will be successful in attracting
and retaining such personnel, and, the failure to do so, could have a material
adverse effect on the Company's business, operating results or financial
condition.
Product Liability. Although the Company has not experienced any product
-----------------
liability claims to date, the sale and support of products by the Company and
the incorporation of products from other companies may entail the risk of
product liability claims. The Company's license agreements with its customers
typically contain provisions intended to limit the Company's exposure to such
claims, but such provisions may not be effective in limiting the Company's
exposure. A successful product liability action brought against the Company
could have a material adverse effect upon the Company's business, operating
results or financial condition.
Volatility of Share Price. The market price for the Company's Common Stock
-------------------------
has been and is expected to continue to be significantly affected by factors
such as the announcement of new products or product enhancements by the Company
or its competitors, technological innovations by the Company or its competitors,
quarterly variations in the Company's results of operations or the results of
operations of the Company's competitors, changes in earnings estimates or
recommendations by securities analysts and general market conditions. In
particular, the stock prices for many companies in the technology and emerging
growth sector have experienced wide fluctuations which have often been unrelated
to the operating performance of such companies. Such fluctuations may adversely
affect the market price of the Company's Common Stock.
Page 15
PART II. OTHER INFORMATION
Item 5. Other Information
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, based on review of
information on file with the Securities and Exchange Commission and Company
stock records, with respect to beneficial ownership of the Company's voting
stock as of March 31, 1997, (i) by each person (or group of affiliated persons)
who is known by the Company to own beneficially more than five percent of the
Company's voting stock, (ii) by each of the Company's directors, (iii) by each
of the Named Executive Officers, and (iv) by all directors and executive
officers as a group. Except as indicated in the footnotes to this table, the
persons named in the table have sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable.
Number of Percent
Beneficial Owner Shares Ownership
- -------------------------------------------------------------------------------------------
Ori Sasson (1)(2) 1,752,499 8.6%
Michele L. Axelson (1) 28,125 *
A. Aaron Omid (1)(3) 1,170,750 5.8%
Jeffrey G. Bork (1) 49,218 *
Daniel A. Turano (1) - *
Mark J. Barrenechea (1) 16,250 *
Steve Jacob (1) 18,281 *
Francoise Tourniaire (1) - *
Lyle D. York (1) 50,625 *
Sharam Sasson (4) (5) 1,201,500 5.9%
Bahram Nour-Omid (1)(6) 1,145,681 5.7%
David C. Schwab (1) 60,000 *
General Atlantic Partners (7)
125 East 56th
Street
New York, NY 10022
J. Michael Cline 3,212,498 15.9%
Christopher R. Gibbons (8) - *
Ronald Abelmann (9) - *
Max D. Hopper (10)(11) 11,718 *
FMR Corp. (12) 1,572,450 7.8%
Pilgrim Baxter & Associates Ltd. (13) 1,697,400 8.4%
All executive officers and directors as a group 5,439,964 26.5%
(13 persons) (14)
- ----------
(1) The shareholder's address is c/o Scopus Technology, Inc., Suite 700,1900
Powell Street, Emeryville, CA 94608.
(2) Includes 435,000 shares subject to options held by General Atlantic
Partners, LLC ("GAP LLC") or affiliates thereof and 124,999 shares issuable
upon the exercise of options held by Mr. Ori Sasson which are exercisable
within 60 days of March 31, 1997. Also includes 1,102,500 shares held by
Mr. Ori Sasson and Ms. Susan Sasson as trustees for their own benefit and
525,000 shares held in trust by Mr. Ori Sasson as trustee for the benefit
of Mr. Sharam Sasson's minor children. Excludes 525,000 shares held in
trust for the benefit of Mr. Ori Sasson's minor children. Mr. Sharam Sasson
is the trustee of such trust and Mr. Ori Sasson disclaims beneficial
ownership of such shares.
(3) Includes 435,000 shares subject to options held by GAP LLC or affiliates
thereof.
(4) The shareholder's address is c/o @ Large Software, 5801 Christie Avenue,
Suite 590, Emeryville, CA 94608.
Page 16
(5) Includes 435,000 shares subject to options held by GAP LLC or affiliates
thereof. Also includes 676,500 shares held in trust by Mr. Sharam Sasson
and Ms. Fariba Sasson as trustees for their own benefit and 525,000 shares
held in trust by Mr. Sharam Sasson as trustee for the benefit of Mr. Ori
Sasson's minor children. Excludes 525,000 shares held in trust for the
benefit of Mr. Sharam Sasson's minor children. Mr. Ori Sasson is the
trustee of such trust and Mr. Sharam Sasson disclaims beneficial ownership
of such shares.
(6) Includes 435,000 shares subject to options held by GAP LLC or affiliates
thereof. Excludes 675,000 shares held in trust for the benefit of Dr.
Nour-Omid's minor children. Mr. Iraj Barkohanai is the trustee of such
trust and Dr. Nour-Omid disclaims beneficial ownership of such shares.
(7) Includes 1,291,069 shares held by General Atlantic Partners 13, L.P. and
121,429 shares held by GAP Coinvestment Partners, L.P. Includes 1,800,000
shares transferable to GAP LLC or affiliates thereof upon the exercise of
options held by partnerships affiliated with GAP LLC. The general partner
of General Atlantic Partners 13, L.P. is GAP LLC, a Delaware limited
liability company. The managing members of GAP LLC are Steven A. Denning,
David C. Hodgson, Stephen P. Reynolds, J. Michael Cline, William O. Grabe
and William E. Ford. The same individuals are the general partners of GAP
Coinvestment Partners, L.P. Mr. Cline disclaims beneficial ownership of
shares owned by General Atlantic Partners 13, L.P., GAP Coinvestment
Partners, L.P. and the other GAP partnerships affiliated with GAP LLC
except to the extent of his pecuniary interest therein.
(8) The shareholder's address is c/o Microsoft, 1 Microsoft Way, Redmond, WA
98052.
(9) The shareholder's address is c/o WindRiver Systems, 1010 Atlantic Avenue,
Alameda, CA 94501.
(10) The shareholder's address is 1950 Stemmons Freeway, Suite 5001, Dallas, TX
75207.
(11) Includes 11,718 shares issuable upon the exercise of options held by Mr.
Hopper which are exercisable within 60 days of March 31, 1997.
(12) The shareholder's address is 82 Devonshire Street, Boston, MA 02109.
(13) The shareholder's address is 1255 Drummers Lane, Suite 300, Wayne, PA
19087.
(14) Includes 299,216 shares issuable upon the exercise of options which are
exercisable within 60 days of March 31, 1997 and 930,000 shares
transferable to GAP LLC or affiliates thereof from shareholders of the
Company who are not officers or directors upon the exercise of options
held by partnerships affiliated with GAP LLC.
Page 17
Item 6. Exhibits and Reports on Form 8-K
List of Exhibits
10.7 Marketplace Tower Office Lease between Christie Avenue
Partners - JS and the Company dated June 17, 1997
11.1 Statement of Computation of Net Income per Share
27 Financial Data Schedule
Reports on Form 8-K: None
Page 18
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SCOPUS TECHNOLOGY, INC.
-----------------------
(Registrant)
Dated: August 14, 1997
/s/ Ori Sasson
------------------------------------
Ori Sasson
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Michele L. Axelson
------------------------------------
Michele L. Axelson
Chief Financial Officer
(Principal Financial and Accounting Officer)
Page 19
SCOPUS TECHNOLOGY, INC.
Index to Exhibits
Exhibit Description
- ------- -----------
10.7 Marketplace Tower Office Lease between Christie Avenue
Partners - JS and the Company dated June 17, 1997
11.1 Statement of Computation of Net Income per Share
27 Financial Data Schedule
Page 20