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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 QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
[ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 0-26298
HARBINGER CORPORATION
(Exact name of registrant as specified in Its charter)
GEORGIA 58-1817306
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1055 LENOX PARK BOULEVARD
ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 841-4334
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
--- ---
The number of shares of the issuer's class of capital stock as of April 30,
1996, the latest practicable date, is as follows: 10,728,651 shares of Common
Stock, $.0001 par value.
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FORM 10-Q
PAGE 1 OF 15
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HARBINGER CORPORATION
FORM 10-Q
QUARTER ENDED MARCH 31, 1996
TABLE OF CONTENTS
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - (unaudited) March 31, 1996
and December 31, 1995. 3
Statements of Operations (unaudited) -
Three months ended March 31, 1996 and 1995 4
Statements of Cash Flows (unaudited) -
Three months ended March 31, 1996 and 1995 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 13
PART III. SIGNATURES 14
FORM 10-Q
PAGE 2 OF 15
3
Item 1. Financial Statements
HARBINGER CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
----------- ------------
1996 1995
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $13,706,000 $11,918,000
Accounts receivable, less allowances for returns and
doubtful accounts of $586,000 at March 31, 1996 and
$537,000 at December 31, 1995 7,146,000 5,624,000
Royalty receivable 1,224,000 1,382,000
Deferred income taxes 999,000 999,000
Due from joint ventures 395,000 566,000
Other current assets 514,000 283,000
----------- -----------
Total current assets 23,984,000 20,772,000
----------- -----------
Property and equipment, less accumulated depreciation and amortization 4,687,000 3,772,000
Investments in joint ventures 6,301,000 7,480,000
Intangible assets, less accumulated amortization 10,461,000 6,298,000
Deferred income taxes 1,899,000 1,938,000
----------- -----------
$47,332,000 $40,260,000
LIABILITIES AND SHAREHOLDERS' EQUITY =========== ===========
Current liabilities:
Accounts payable $ 2,643,000 $ 1,335,000
Accrued expenses 5,443,000 2,759,000
Deferred revenues 2,520,000 2,358,000
Payable due to acquisitions 4,605,000 -
Line of Credit 346,000 -
Note payable 557,000 -
----------- -----------
Total current liabilities 16,114,000 6,452,000
----------- -----------
Long term debt 1,187,000 -
Redeemable preferred stock:
Zero Coupon, $1.00 redemption value; 4,000,000 shares issued
and outstanding at March 31, 1996 and December 31, 1995 - -
----------- -----------
Total redeemable preferred stock - -
----------- -----------
Puttable common stock $0.0001 par value; 550,000 shares
issued and outstanding 4,675,000 4,675,000
Shareholders' equity:
Preferred stock, including redeemable preferred stock;
20,000,000 shares authorized --
Series C, $10.00 par value; 250,000 shares issued and
outstanding at December 31, 1995 - 2,485,000
Common stock, $0.0001 par value; 100,000,000 shares
authorized, 10,178,651 at March 31, 1996 and
9,690,684 shares issued and outstanding at December 31,1995. 1,000 1,000
Additional paid-in capital 39,213,000 32,201,000
Accumulated deficit (13,858,000) (5,554,000)
----------- -----------
Total shareholders' equity 25,356,000 29,133,000
----------- -----------
$47,332,000 $40,260,000
=========== ===========
See accompanying notes to consolidated financial statements
FORM 10-Q
PAGE 3 OF 15
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HARBINGER CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
--------------------------
March 31,
--------------------------
1996 1995
----------- ----------
Revenues:
Services $ 5,078,000 $3,418,000
Software 2,084,000 1,124,000
----------- ----------
Total revenues 7,162,000 4,542,000
----------- ----------
Direct costs:
Services 1,296,000 909,000
Software 485,000 215,000
----------- ----------
Total direct costs 1,781,000 1,124,000
----------- ----------
Gross margin 5,381,000 3,418,000
----------- ----------
Operating costs:
Selling and marketing 1,488,000 963,000
General and administrative 1,517,000 1,031,000
Depreciation and amortization 254,000 150,000
Product development 919,000 802,000
Charge for purchased in-process product development 8,350,000 -
----------- ----------
Total operating costs 12,528,000 2,946,000
----------- ----------
Operating income (loss) (7,147,000) 472,000
Interest income, net (102,000) (16,000)
Equity in losses of joint ventures 1,179,000 141,000
----------- ----------
Income (loss) before income tax expense (8,224,000) 347,000
Income tax expense 49,000 132,000
----------- ----------
Net income (loss) (8,273,000) 215,000
Preferred stock dividends (28,000) (49,000)
----------- ----------
Net income (loss) applicable to common shareholders $(8,301,000) $ 166,000
=========== ==========
Net income (loss) per share of common stock $ (0.80) $ 0.02
=========== ==========
Weighted average common and
common equivalent shares outstanding 10,335,000 7,926,000
=========== ==========
See accompanying notes to consolidated financial statements
FORM 10-Q
PAGE 4 OF 15
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HARBINGER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
--------------------------
March 31,
--------------------------
1996 1995
----------- -----------
Cash flows from operating activities: $ 2,345,000 $ 550,000
Cash flows from investing activities:
Purchases of property and equipment (666,000) (266,000)
Additions to software development costs (827,000) (18,000)
Investment in joint ventures - (361,000)
----------- -----------
Net cash used in investing activities (1,493,000) (645,000)
Cash flows from financing activities ----------- -----------
Dividends paid on preferred stock (29,000) (49,000)
Exercise of stock options and warrants 346,000 9,000
Repayment of note payable - (3,325,000)
----------- -----------
Net cash provided by (used in) financing activities 317,000 (3,365,000)
----------- -----------
Net increase (decrease) in cash and cash equivalents 1,169,000 (3,460,000)
Cash and cash equivalents at beginning of year 11,918,000 4,642,000
Cash received from acquisitions 619,000 -
----------- -----------
Cash and cash equivalents at end of year 13,706,000 1,182,000
=========== ===========
Supplemental disclosure of cash paid for interest $ 3,000 $ -
Supplemental disclosure of noncash investing activities: =========== ===========
Acquisition of technology and distribution agreement in exchange
for common stock $ - $ 4,675,000
=========== ===========
Conversion of Series C preferred stock to common stock $ 2,488,000 $ -
=========== ===========
Acquisition of businesses in exchange for common stock, notes and
assumption of liabilities $10,578,000 $ -
=========== ===========
See accompanying notes to financial statements
FORM 10-Q
PAGE 5 OF 15
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HARBINGER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The financial information included herein
is unaudited; however, the information reflects all adjustments (consisting
solely of normal recurring adjustments) that are, in the opinion of management,
necessary to a fair presentation of the financial position, results of
operations, and cash flows for the interim periods. Operating results for the
quarter ended March 31, 1996 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1996. For further information,
refer to the financial statements and footnotes thereto included in Harbinger
Corporation's 10-K for the year ended December 31, 1995.
2. ACQUISITIONS
Effective March 31, 1996, the Company acquired all of the common stock of
NTEX Holding, B.V. ("NTEX"), a Dutch corporation based in Rotterdam, The
Netherlands for $3,196,000 in cash, the issuance of 71,852 shares of the
Company's common stock and warrants to purchase up to 12,500 shares of the
Company's stock at $17.25 per share. The Company recorded the acquisition,
which was completed on April 4, 1996, using the purchase method of accounting
with $4,449,000 of the purchase price allocated to in-process product
development and charged to the consolidated statement of operations on March
31, 1996 and $2,324,000 allocated to goodwill and other intangibles.
Effective March 31, 1996, the Company acquired all of the common stock of
INOVIS GmbH & Co. ("INOVIS"), a German corporation based in Karlsruhe for
$1,409,000 in cash, the issuance of 140,184 shares of the Company's common
stock and warrants to purchase up to 20,000 shares of the Company's stock at
$15.25 per share. The Company recorded the acquisition, which was completed on
April 19, 1996, using the purchase method of accounting with $3,300,000 of
the purchase price allocated to in-process product development and charged to
the consolidated statement of operations on March 31, 1996 and $1,341,000
allocated to goodwill and other intangibles.
Effective March 31, 1996, the Company acquired the remaining outstanding
common stock of Harbinger N.V., a Dutch corporation based in Hoofddorp, the
Netherlands for the issuance of 38,710 shares of the Company's common stock
through a B type reorganiation. The Company recorded the acquisition, which was
completed on April 20, 1996, using the purchase method of accounting with
$300,000 of the purchase
FORM 10-Q
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price allocated to in-process product development and charged to the
consolidated statement of operations on March 31, 1996 and $220,000 allocated to
goodwill and other intangibles.
The balance sheets of the above companies have been included in the
Company's consolidated balance sheet as of March 31, 1996.
The pro-forma amounts presented below represent the results of operations
for the three months ended March 31, 1996 and 1995 adjusted to give effect to
the acquisitions described above as if each of the acquisitions had been
completed as of January 1, 1996 and 1995 respectively.
Three Months Ended
----------------------
March 31,
----------------------
1996 1995
------ ------
Revenues $ 8,483,000 $6,056,000
Net income applicable to common
shareholders (8,931,000) (202,000)
Net income per share of common
stock $ (0.84) $ (0.03)
Weighted average outstanding
common shares and common
share equivalents 10,586,000 7,681,000
The unaudited proformas consolidated results of operations included above
do not necessarily represent results which would have occurred if the
acquisitions had taken place on the dates indicated nor are they necessarily
indicative of the results of future operations.
3. SIGNIFICANT SUBSIDIARY
In December 1994, the Company founded Harbinger NET Services, LLC ("HNS")
to develop products and services to facilitate electronic commerce using the
Internet. This investment is being accounted for using the equity method.
Presented below is summarized income statement information relating to
HNS:
Three Months Ended
------------------------
March 31,
------------------------
1996 1995
----------- -----------
(in $000's) (in $000's)
Revenues -0- -0-
Net Loss 1,196 98
Harbinger's Share
of Net Loss 1,110 51
FORM 10-Q
PAGE 7 OF 15
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4. SHAREHOLDERS' EQUITY
On March 1, 1996 the Company exchanged 140,692 shares of common stock for
all outstanding shares of the Company's Series C preferred stock.
In April 1996 the Company issued 250,745 shares of the Company's common
stock as partial consideration related to the Company's (i) acquisition of
NTEX, (ii) the acquisition of Inovis, and (iii) the acquisition and plan of
reorganization of HNV. (See Note 2.)
FORM 10-Q
PAGE 8 OF 15
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto included elsewhere herein and the
Company's Form 10-K for the year ending December 31, 1995.
RESULTS OF OPERATIONS
REVENUES
Total revenues increased 58% from $4.5 million in the three months ended
March 31, 1995 to $7.2 million in the same period in 1996. Revenues for
services increased 49% from $3.4 million in the three months ended March 31,
1995 to $5.1 million in the same period in 1996, reflecting an increase in the
number of subscribers utilizing the Company's Value Added Network ("VAN"), as
well as increases in the average volume of transmissions by subscribers.
Revenues from software maintenance and implementation also increased,
reflecting primarily an increase in the number of customers. Revenue from
software sales increased 85% from $1.1 million in the three months ended March
31, 1995 to $2.1 million in the same period in 1996. This increase primarily
reflects the effect of $1.1 million in royalties for software products licensed
through the System Software Associates, Inc. ("SSA") agreement.
DIRECT COSTS
Direct costs for services increased from $909,000, or 27% of services
revenues, in the three months ended March 31, 1995, to $1.3 million, or 26% of
services revenues, in the three months ended March 31, 1996. The decrease in
direct costs for services, as a percentage of services revenues, reflects
higher margins achieved from increased services revenues. Direct costs for
software increased from $215,000, or 19% of software revenues, in the three
months ended March 31, 1995, to $485,000, or 23% of software revenues, in the
three months ended March 31, 1996. The increase in direct costs for software,
as a percentage of software revenues, is primarily due to increased software
amortization, resulting from the SSA agreement.
SELLING AND MARKETING
Selling and marketing expenses increased 55% from $963,000 in the three
months ended March 31, 1995 to $1.5 million in the three months ended March 31,
1996 As a percentage of revenues, selling and marketing expenses remained at
21% for both periods presented.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased 47% from $1.0 million in the
three months ended March 31, 1995 to $1.5 million in the three months ended
March 31, 1996. As a percentage of revenues, these expenses decreased from 23%
of revenues in the three months ended March 31, 1995 to 21% of revenues in the
three months ended March 31,
FORM 10-Q
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1996. The decrease as a percentage of revenues reflects efficiencies associated
with expanding the Company's operations and the effect of increases in software
and services revenue.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased from 3.3% of revenues in
the three months ended March 31, 1995 to 3.5% of revenues in the three months
ended March 31, 1996, as a result of increased revenues.
PRODUCT DEVELOPMENT
Total expenditures for product development, including capitalized software
development costs, increased from $820,000 in the three months ended March 31,
1995 to $1.7 million in the same period in 1996. The Company capitalized
product development costs of $18,000 and $827,000, respectively, in the three
months ended March 31, 1995 and the three months ended March 31, 1996, which
represented 2% and 49% of total expenditures for product development in these
respective periods. As a percentage of total revenues, product development
costs decreased from 18% of revenues in the three months ended March 31, 1995
to 13% of revenues in the three months ended March 31, 1996. This increase in
capitalized development costs between first quarter 1995 and 1996 and the
related decrease in software development costs as a percentage of revenue
reflects a higher level of capitalized product development expense due to
development activities on products which had reached technological feasibility.
Amortization of capitalized product development cost is charged to direct cost
of software revenues and totaled $122,000 and $378,000, respectively, in the
three months March 31, 1995 and the three months ended March 31, 1996.
CHARGE FOR PURCHASED IN-PROCESS PRODUCT DEVELOPMENT
The company incurred a $8,350,000 charge for acquired research and
development costs during the first quarter ended March 31, 1996. In connection
with the acquisitions described above, the Company acquired in-process software
development for several software products. Since the Company determined that
certain of the acquired technologies had not reached technological feasibility,
the Company expensed the position of the purchase price allocable to such
in-process product development. (See Note 2.)
EQUITY IN LOSSES OF JOINT VENTURES
The Company recognized equity in losses of Harbinger NV of $90,000 in the
three months ended March 31, 1995, as compared to a corresponding loss of
$69,000 from its investment in Harbinger NV in the three months ended March 31,
1996. The equity in losses of HNS for the three months ended March 31, 1995
totaled $51,000 as compared to a corresponding loss of $1.1 million in the three
months ended March 31, 1996. This increase primarily reflects increased
activities by HNS related to additional head count to support product
development and product marketing.
FORM 10-Q
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INTEREST INCOME
The Company recorded interest income, net of $102,000 for the three months
ended March 31, 1996 as compared to $16,000 for the three months ended March
31, 1995. This increase is primarily due to the interest earned on the funds
received from the Company's initial public offering in August 1995.
INCOME TAXES
The Company recorded an income tax expense of $49,000 for the three months
ended March 31, 1996 as compared to income tax expense of $132,000 for the
three months ended March 31, 1995. The Company has not reflected an income tax
benefit on the $8,350,000 charge for purchased in process product development
related to the acquisitions described above due to the uncertainties associated
with the realization of tax benefits from those transactions.
NET INCOME (LOSS) AND EARNINGS PER SHARE
The Company realized a net loss of $8,301,000 for the three months ended
March 31, 1996 as compared to net income of $166,000 for the three months ended
March 31, 1995. The net loss in the period ended March 31, 1996 reflects the
effect of the charge for purchased in-process product development of $8,350,000
in connection with the acquisitions described above. Without this charge the
Company's net income for the three months ended March 31, 1996 would have been
$49,000. The Company realized a loss per share of $0.80 for the three months
ended March 31, 1996 as compared to earnings per share of $0.02 for the three
months ended March 31, 1995. The charge for purchased in process product
development described above had approximately an $0.81 loss impact on the
Company's earnings for the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased $6.4 million from $14.3 million as
of December 31, 1995 to $7.9 million as of March 31, 1996. This decrease
principally reflects the liabilities assumed and the consideration given
related to the acquisitions described above. (See Note 2.) In the three
months ended March 31, 1996 the Company generated cash from operating
activities of $2,345,000 as compared to $550,000 for the three months ended
March 31, 1995. The Company used net cash in investing activities of
$1,493,000 for the three months ended March 31, 1996 as compared to $645,000
for the three months ended March 31, 1995. Cash used in investing activities
for March 31, 1996 included principally purchases of property and equipment and
additions to software development. The Company generated net cash from
financing activities of $317,000 in the three months ended March 31, 1996 as
compared to net cash used in financing activities of $3,365,000 for the three
months ended March 31, 1995, related primarily to repayment of a note payable
in 1995.
FORM 10-Q
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Annual Meeting of stockholders of Harbinger Corporation was held on May
8, 1996. There were present at said meeting in person or by proxy,
stockholders of the Corporation who were the holders of 8,903,563 shares or
84.9% of the Common Stock entitled to vote thereat.
b) The following directors were elected to hold office until the designated
annual meeting of stockholders or until their successors are elected and
qualified, with the vote for each director being reflected below:
VOTES FOR VOTES WITHHELD
--------- --------------
Elected to hold office until the 1999 annual meeting:
C. Tycho Howle 8,891,930 11,633
William D. Savoy 8,891,930 11,633
Elected to hold office until the 1998 meeting:
David T. Leach 8,891,930 11,633
Roger E. Covey 8,891,930 11,633
Elected to hold office until the 1997 meeting:
Stuart L. Bell 8,891,930 11,633
William B. King 8,891,930 11,633
Henk P.M. Kivits 8,891,930 11,633
The affirmative vote of the holders of a plurality of the outstanding
shares of Common Stock represented at the Annual Meeting was required to
elect each director.
c) The proposal to approve the Harbinger Corporation 1996 Stock Option Plan
was approved with 7,449,700 affirmative votes, 467,008 negative votes
cast, 15,873 abstentions and 970,982 broker non votes. An affirmative
vote of the holders of a majority of the outstanding shares of Common
Stock represented at the annual meeting was required to approve the
amendment.
FORM 10-Q
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d) The proposal to approve the Amended and Restated Harbinger Corporation
Employee Stock Purchase Plan was approved with 7,926,618 affirmative votes,
16,565 negative votes cast, 16,678 abstentions and 943,702 broker non
votes. An affirmative vote of the holders of a majority of the outstanding
shares of Common Stock represented at the annual meeting was required to
approve the amendment.
e) The proposal to modify the Company's Amended and Restated 1993 Stock Option
Plan for Nonemployee Directors was approved with 8,864,765 affirmative
votes, 20,955 negative votes cast, 17,843 abstentions. An affirmative vote
of the holders of a majority of the outstanding shares of Common Stock
represented at the annual meeting was required to approve the amendment.
f) The appointment of KPMG Peat Marwick LLP as independent public accountants
to audit the accounts of the Company and its subsidiaries for the year
ending December 31, 1996, was ratified with the votes as follows: 8,895,158
affirmative votes, 1,909 negative votes cast and 6,496 abstentions. An
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock represented at the annual meeting was required to ratify the
appointment of KPMG Peat Marwick LLP.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11. Computation of earnings per share
Exhibit 27. Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
For the period covered by this report through the date hereof, the
Company filed Reports on Form 8-K as follows:
1. Form 8-K Report dated April 18, 1996 reporting
under Item 2 the acquisition of NTEX Holding B.V.
2. Form 8-K Report dated May 2, 1996 reporting
under Item 2 the acquisition of INOVIS GmbH & Co.
3. Form 8-K Report dated May 3, 1996 reporting
under Item 2 the acquisition and reorganization of Harbinger
N.V.
FORM 10-Q
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S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HARBINGER CORPORATION
Date: 5/14/96 /s/ C. Tycho Howle
------- -------------------------------------
C. Tycho Howle
Chairman & CEO
(Principal Executive Officer)
Date: 5/14/96 /s/ Joel G. Katz
------- ------------------------------------
Joel G. Katz
Vice President, Finance
(Principal Financial Officer;
Principal Accounting Officer)
FORM 10-Q
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