| Best Software, Inc. | |||
| Ticker: | BEST | 11413 Isaac Newton Square | |
| Exchange: | NASDAQ-National Market | Reston, VA 20190 | |
| Industry: | High-Tech (SIC Code 7372) | (703) 709-5200 | |
| # of Employees: | 283 | ||
| Type of Shares: | Common Shares | Filing Date: | 8/8/97 | |
| U.S. Shares: | 4,150,000 | Offer Date: | 9/29/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $11.00 - $13.00 | |
| Primary Shares: | 2,750,000 | Offer Price: | $13.00 | |
| Secondary Shares: | 1,400,000 | Gross Spread: | $0.91 | |
| Offering Amount: | $49,800,000 | Selling: | $0.52 | |
| Expenses: | $700,000 | Reallowance: | $0.10 | |
| Shares Out After: | 10,865,722 |
| Manager | Tier | Phone |
| Hambrecht & Quist Incorporated | Lead Manager | (415) 439-3626 |
| William Blair & Company | Co-manager | (312) 364-8990 |
| Issuer's Law Firm: | Hale and Dorr |
| Bank's Law Firm: | Brobeck, Phleger & Harrison |
| Auditor: | Arthur Andersen |
| Registrar/Transfer Agent: | Boston Equiserve Limited Partnership |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 3/31/97 | 6/30/97 | 6/30/96 | 6/30/97 | ||
| Revenue: | $39.48 | $10.65 | $9.50 | Assets: | $16.82 |
| Net Income: | $4.44 | $0.35 | $0.08 | Curr Assets: | $12.78 |
| EPS: | $0.48 | $0.04 | Liabilities: | $22.88 | |
| Prior EPS: | $1.74 | $1.57 | Curr Liabilities: | $20.52 | |
| Cash Flow/Oper: | $11.71 | -$7.52 | -$0.19 | Equity: | -$6.07 |
| Cash Flow/Fin: | -$5.34 | -$0.15 | -$0.32 | Cash: | $7.43 |
| Cash Flow/Inv: | -$1.11 | -$0.15 | Working Cap: | -$7.74 | |
| Business Description |
| The company is a leading provider of asset, human resources and payroll management software solutions for middle market businesses. The Company's feature-rich, cost-effective solutions are easy to implement and enhance productivity by automating management, compliance and reporting functions in areas of specialized expertise that entail complex and frequently changing laws and regulations. The Company's solutions have been designed to complement core accounting systems and are scaleable from stand-alone desktop applications running on personal computers to multi-user work group and client/server programs designed for use on personal computer local area networks. As of June 30, 1997, the Company had over 40,000 licensed customer locations, representing approximately 115,000 licensed seats. |
| Competition |
| The market for the Company's products is highly competitive. Although the Company is not aware of any competitor which competes with it across all of its product lines, a variety of companies currently offer products that compete with one or more of the Company's product lines. In addition, as the Company targets new markets and introduces new product lines, it expects to encounter competition from additional competitors. The Company's products compete primarily on the basis of product features and functions, product quality and reliability, timeliness of product release and updating, ease of use, brand recognition, quality of customer support, price and product line breadth. The Company believes that its products generally compete effectively with respect to these factors.The Company faces different competitors for each of its product lines. The Company's asset management products compete principally with products offered by the Bureau of National Affairs, Inc. in the single-user and work group environments, and the Company anticipates that its enhanced client/server products, when introduced, will compete with products offered by PeopleSoft, Inc., Oracle Corporation and others. The Company's human resources and payroll management products compete primarily with Spectrum Human Resources Corporation, Human Resources Microsystems and Ceridian Corporation (FLX) in the single-user and work group environment, and the Company anticipates that its enhanced client/server human resources and payroll products, when introduced, will compete with products offered by PeopleSoft, Inc., Ultimate Software Group, Inc. and SAP AG in the client/server environment. The Company's human resources and payroll management products also compete with payroll service bureaus, such as ADP, Inc. and Paychex, Inc., and with in-house management information systems staffs. Several of the Company's competitors or potential competitors have significantly greater financial, technical and marketing resources than the Company. |
| Business Plan |
| The company's objective is to extend its leadership position in the asset, human resources and payroll management software solutions market and to develop a range of other specialized and complementary solutions in order to provide its customers with an integrated suite of products. The company believes that by supplying such solutions, it can serve as a single vendor offering customers benefits such as bundled price incentives and comprehensive support, while increasing its per customer average sales prices. The company's strategy incorporates the following key elements: (I) Offer Wide Range of Solutions, (ii) Leverage Specialized Expertise, (iii) Leverage Large Existing Customer Base, (iv) Employ Multi-Channel Sales and Marketing, (v) Provide Comprehensive Customer Service and Support and (iv) Extend Solutions to Emerging Technology Platforms. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for working capital and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| John H. Martinson | 49.70% | 32.80% |
| Edison Venture Fund, L.P. | 49.70% | 32.80% |
| James F. Petersen | 25.10% | 16.50% |
| James F. Petersen Trust U/A | 12.90% | 8.50% |
| Dorothy T. Webb | 8.80% | 5.80% |
| PNC Capital Corp. | 5.50% | 3.70% |
| Peter V. Del Presto | 5.50% | 3.70% |
| Officer Name | Title | Age |
| James F. Petersen | Chairman of the Board of Directors | 53 |
| David N. Bosserman | Executive Vice President, Chief Financial Officer and Treasurer | 40 |
| James F. Foster | President, Abra Software, Inc. | 44 |
| Timothy A. Davenport | President, Chief Executive Officer and Director | 41 |
| Robert H. Skinner | Senior Vice President, Sales | 45 |
| David L.G. Horn | Vice President, FAS Products Group | 40 |
| Elaine Kelly | Vice President, Sales | 33 |