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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1998
/ / 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 333-11445
PUMA TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0349154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2550 NORTH FIRST STREET, SAN JOSE, CALIFORNIA 95131
408-321-7650 (Zip Code)
(Address and telephone number of principal executive office)
Indicate by check mark whether the registrant (1) has filed all reports 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 outstanding of the registrant's common stock, par value
$0.001 per share, as of April 30, 1998 was 12,178,398.
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THIS REPORT CONSISTS OF 26 PAGES.
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PUMA TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1998
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition 9
and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits 23
Signature 24
Summary of Trademarks 25
2
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PART I. FINANCIAL INFORMATION
ITEM I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated financial statements included under this item are
as follows:
FINANCIAL STATEMENT DESCRIPTION PAGE
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- - Condensed Consolidated Balance Sheet 4
April 30, 1998 and July 31, 1997
- - Condensed Consolidated Statement of Operations 5
Three and Nine Months Ended April 30, 1998 and 1997
- - Condensed Consolidated Statement of Cash Flows 6
Nine Months Ended April 30, 1998 and 1997
- - Notes to Condensed Consolidated Financial Statements 7
3
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PUMA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
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APRIL 30, JULY 31,
1998 1997
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,461 $ 5,824
Short-term investments 14,229 15,347
Accounts receivable, net 4,555 3,615
Inventories 298 224
Other current assets 539 443
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Total current assets 27,082 25,453
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Property and equipment, net 3,303 2,844
Other assets 913 1,116
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TOTAL ASSETS $31,298 $29,413
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 926 $ 1,215
Accrued liabilities 1,258 1,001
Deferred revenue 776 683
Current portion of capital lease obligations 25 25
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Total current liabilities 2,985 2,924
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Capital lease obligations, net of current portion 36 66
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Total liabilities 3,021 2,990
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Stockholders' equity:
Common stock, $0.001 par value; 12,178 and 12,032 shares
issued and outstanding at April 30, 1998 and July 31,
1997, respectively 12 12
Additional paid-in capital 31,901 31,525
Receivable from stockholders (66) (192)
Deferred stock compensation (59) (81)
Accumulated deficit (3,511) (4,841)
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Total stockholders' equity 28,277 26,423
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $31,298 $29,413
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</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
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PUMA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
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THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
REVENUE $ 6,742 $ 4,325 $17,706 $11,151
Cost of revenue 972 534 2,226 1,186
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GROSS PROFIT 5,770 3,791 15,480 9,965
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OPERATING EXPENSES:
Research and development 2,392 1,610 6,823 4,240
Sales and marketing 1,740 1,046 5,167 2,804
General and administrative 738 460 2,196 1,392
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Total operating expenses 4,870 3,116 14,186 8,436
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OPERATING INCOME 900 675 1,294 1,529
Interest and other income, net 270 292 850 486
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INCOME BEFORE INCOME TAXES 1,170 967 2,144 2,015
Provision for income taxes (444) (339) (814) (706)
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NET INCOME $ 726 $ 628 $ 1,330 $ 1,309
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NET INCOME PER SHARE:
Basic $ 0.06 $ 0.05 $ 0.11 $ 0.16
DILUTED $ 0.06 $ 0.05 $ 0.11 $ 0.12
SHARES USED IN PER SHARE CALCULATION:
Basic 12,137 11,990 12,099 8,434
DILUTED 12,501 12,752 12,513 10,975
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</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
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PUMA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
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NINE MONTHS ENDED
APRIL 30,
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,330 $ 1,309
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 870 427
Customer deposits and other 9 22
Changes in operating assets and liabilities (1,027) (1,437)
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Net cash provided by operating activities 1,182 321
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net (1,135) (849)
Maturities (purchases) of short-term investments 1,118 (18,514)
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Net cash (used in) investing activities (17) (19,363)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under capital lease obligations (30) (25)
Proceeds from conversion of warrants - 405
Net proceeds upon exercise of stock options 274 538
Note repayments (advances) by stockholders, net 126 (68)
Net proceeds of convertible preferred stock - 1,582
Net proceeds from newly issued common stock 102 21,165
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Net cash provided by financing activities 472 23,597
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Net increase in cash and cash equivalents 1,637 4,555
Cash and cash equivalents at the beginning of the period 5,824 982
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Cash and cash equivalents at the end of the period $ 7,461 $ 5,537
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</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
6
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PUMA TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements for the three
and nine months ended April 30, 1998 and 1997 are unaudited and reflect all
normal recurring adjustments which are, in the opinion of management,
necessary for their fair presentation. These condensed consolidated
financial statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended July 31, 1997. The
results of operations for the interim periods ended April 30, 1998 are not
necessarily indicative of results to be expected for the full year.
NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In October 1997, the AICPA issued Statement of Position (SOP) 97-2, Software
Revenue Recognition, which supersedes SOP 91-1. The Company will be required to
adopt SOP 97-2 prospectively for software transactions entered into beginning
August 1, 1998. SOP 97-2 generally requires revenue earned on software
arrangements involving multiple elements such as software products, upgrades,
enhancements, post-contract customer support, installation and training, to be
allocated to each element based on the relative fair values of the elements.
The fair value of an element must be based on vendor specific objective
evidence. The revenue allocated to software products, including specified
upgrades or enhancements generally is recognized upon delivery of the products.
The revenue allocated to post-contract customer support generally is recognized
ratably over the term of the support and revenue allocated to service elements
generally is recognized as the services are performed. If a vendor does not
have evidence of the fair value for all elements in a multiple-element
arrangement, all revenue from the arrangement is deferred until such evidence
exists or until all elements are delivered. The Company currently does not
believe the adoption of SOP 97-2 will have a material impact on the Company's
financial position or results of operations.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes standards for reporting and displaying of comprehensive
income and its components. The Company will adopt SFAS No. 130 effective August
1, 1998.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 establishes new requirements
for the reporting of information regarding operating segments, products,
services, geographic areas and major customers. The Company will adopt SFAS
No.131 effective August 1, 1998.
7
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NOTE 3. EARNINGS PER SHARE
The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 128 (SFAS 128), "Earnings Per Share", beginning with the quarter
ended January 31, 1998. SFAS 128 requires the presentation of basic and diluted
earnings per share ("EPS"). Basic EPS is computed by dividing income available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS is computed giving effect to all
dilutive potential common shares that were outstanding during the period.
Dilutive potential common shares and warrants consist of the incremental common
shares issuable upon the exercise of stock options for all periods and
convertible preferred stock for periods prior to the Company's initial public
offering. All prior period EPS amounts have been restated to comply with SFAS
128.
Basic and diluted earnings per share were calculated as follows during the three
and nine months ended April 30, 1998 and 1997:
(in thousands, except per share data)
(unaudited)
<TABLE>
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<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
BASIC:
Weighted average common shares 12,137 11,990 12,099 8,434
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income $ 726 $ 628 $ 1,330 $ 1,309
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income per share $ 0.06 $ 0.05 $ 0.11 $ 0.16
--------- --------- --------- ---------
--------- --------- --------- ---------
DILUTED:
Weighted average common shares 12,137 11,990 12,099 8,434
Weighted average preferred shares as if
converted - - - 2,161
Common equivalent shares from stock
options and warrants 364 762 414 380
--------- --------- --------- ---------
Shares used in per share calculation 12,501 12,752 12,513 10,975
--------- --------- --------- ---------
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Net income $ 726 $ 628 $ 1,330 $ 1,309
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income per share $ 0.06 $ 0.05 $ 0.11 $ 0.12
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</TABLE>
Options to purchase 1,305,405 and 519,761 shares of common stock at a range of
$6.36 to $9.75 and $10.56 to $16.88 per share were outstanding during the third
quarter of fiscal 1998 and 1997, respectively, but were not included in the
computation of diluted EPS because the options' exercise price was greater than
the average market price of the common shares for each respective quarter.
8
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PUMA TECHNOLOGY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND THE NOTES THERETO AND IN CONJUNCTION WITH
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS IN THE FORM 10-K. THIS QUARTERLY REPORT ON FORM 10-Q, AND IN
PARTICULAR MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTAINS FORWARD-LOOKING STATEMENTS REGARDING FUTURE
EVENTS OR THE FUTURE PERFORMANCE OF THE COMPANY THAT INVOLVE CERTAIN RISKS
AND UNCERTAINTIES INCLUDING THOSE DISCUSSED IN "FACTORS THAT MAY AFFECT
FUTURE OPERATING RESULTS" AND "BUSINESS RISKS" BELOW. IN THIS REPORT, THE
WORDS "ANTICIPATES", "BELIEVES", "EXPECTS", "INTENDS", "FUTURE" AND SIMILAR
EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. ACTUAL EVENTS OR THE ACTUAL
FUTURE RESULTS OF THE COMPANY MAY DIFFER MATERIALLY FROM ANY FORWARD-LOOKING
STATEMENTS DUE TO SUCH RISKS AND UNCERTAINTIES. THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT ACTUAL
RESULTS OR CHANGES IN FACTORS OR ASSUMPTIONS AFFECTING SUCH FORWARD-LOOKING
ASSUMPTIONS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH REFLECT MANAGEMENT'S ANALYSIS ONLY AS OF
THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE
THE RESULTS OF ANY REVISION TO THESE FORWARD-LOOKING STATEMENTS, WHICH MAY BE
MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT
THE OCCURRENCE OF UNANTICIPATED EVENTS.
RESULTS OF OPERATIONS
OVERVIEW
Puma Technology, Inc. ("Puma" or "the Company") develops, markets and supports
Mobile Data Exchange (MDE)-TM- software, including wireless infrared
connectivity and advanced data synchronization software. The Company currently
has three families of products -- its TranXit family of products that supports
infrared connectivity, its IntelliSync-Registered Trademark- family of products
that performs advanced data synchronization, and its Intellisync for Notebooks
family of products which combines infrared connectivity with advanced data
synchronization. Additionally, the Company began licensing and deriving revenue
from its Software Developers Kit ("SDK") in the third fiscal quarter of 1998.
The SDK provides Puma's customers with a suite of developer tools which enable
them to develop translators for both applications and devices which can then be
incorporated into the Company's product offerings.
TranXit and Intellisync for Notebooks software is licensed primarily to original
equipment manufacturer (OEM) customers, which are primarily makers of laptop
computers. These OEM customers license the Company's software for inclusion in
their laptop computers to enable infrared connectivity (IR) from the laptop back
to desktop computers. These OEM customers include the Company's software into
their products at the time of manufacture and for each device shipped, the
Company collects a royalty. Royalties are typically paid to the Company once a
quarter based on volume, although certain contracts contain fixed royalties
regardless of volume, for a given time period.
9
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IntelliSync software is used for advanced data synchronization of database
information that resides on a computer such as a desktop machine and
increasingly popular handheld devices such as electronic organizers, handheld
computers, smart phones and smart pagers. The Company's software actually runs
on the desktop computer and keeps information in the desktop and the handheld
device synchronized. IntelliSync software is currently distributed directly to
the end user and through the Company's retail distribution channel, and is
bundled with their products by some of the handheld device manufacturers.
Software Developers Kits are primarily licensed directly to both hardware and
software manufacturers for the purpose of extending their products across a wide
variety of applications and devices.
The following table sets forth certain consolidated statement of operations data
as a percentage of revenue for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
REVENUE 100.0% 100.0% 100.0% 100.0%
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Cost of revenue 14.4 12.3 12.4 10.6
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GROSS MARGIN 85.6 87.7 87.6 89.4
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OPERATING EXPENSES:
Research and development 35.5 37.2 38.8 38.0
Sales and marketing 25.8 24.2 29.3 25.1
General and administrative 11.0 10.6 12.2 12.5
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Total operating expenses 72.3 72.0 80.3 75.7
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OPERATING INCOME 13.3 15.6 7.3 13.7
Interest and other income, net 4.0 6.8 4.8 4.4
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INCOME BEFORE INCOME TAXES 17.3 22.4 12.1 18.1
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Provision for income taxes (6.6) (7.8) (4.6) (6.3)
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NET INCOME 10.7% 14.5% 7.5% 11.7%
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</TABLE>
REVENUE. The Company's revenue is derived from two primary sources; software
licenses and fees for service. License revenue is derived from the licensing of
software products and royalty agreements with OEMs. The Company's revenue for
the three months ended April 30, 1998 increased by 56% to $6,742,000 as compared
to $4,325,000 for the same period in 1997. For the nine months ended April 30,
1998 revenue increased by 59% to $17,706,000 as compared to $11,151,000 for the
nine months ended April 30, 1997. The overall increase in revenue was primarily
due to increased license revenue derived from the Company's TranXit and
Intellisync for Notebooks products sold to notebook manufacturers, increased
license revenue derived from the Company's IntelliSync products for handheld
devices as sold to both end users and major corporations, and to a lesser
extent, increased service revenue.
10
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Service revenue is derived from fees for services including customer funded
engineering services and amortization of maintenance contract programs. Service
revenue represented 22% and 17% of the Company's revenue for the three and nine
months ended April 30, 1998, respectively. Service revenue was 20% and 10% of
revenue for the three and nine months ended April 30, 1997, respectively. The
year over year increase in service revenue is primarily due to increased
customer funded engineering services, and to a lesser extent, increased
amortization of maintenance contract programs. The Company believes service
revenue as a percentage of total revenue will continue to be a significant part
of the total revenues in the next three to nine months and may fluctuate from
period to period in the future.
OEM revenue continues to represent a significant portion of the Company's
revenue. OEM revenue represented 72% and 74% of the Company's revenue in the
three months ended April 30, 1998 and 1997, respectively. OEM revenue
represented 73% of the Company's revenue in the nine months ended April 30, 1998
and 1997, respectively. Toshiba represented 15% and Premiere Technologies
represented 10% of revenue for the three months ended April 30, 1998 and 1997.
Toshiba represented 22% of revenue for the three months ended April 30, 1997.
Although several OEMs are subject to certain contractual minimum purchase
obligations, there can be no assurance that any particular OEM will satisfy the
obligation. Accordingly, the Company recognizes revenue from minimum guaranteed
royalties when such royalties are earned and become payable. The Company
believes that the percentage of revenue derived from OEMs may fluctuate in
future periods depending in part upon the marketing channels used by the Company
for future products currently under development, and the level of shipments by
OEM customers of products with the Company's software.
International revenue continues to represent a significant portion of the
Company's revenue. International revenue represented approximately 50% and 60%
of the Company's revenue in the third fiscal quarter of 1998 and 1997,
respectively. International revenue represented approximately 59% and 57% of
revenue in the nine months ended April 30, 1998 and 1997, respectively.
The foregoing statements regarding new product information are forward-looking
statements. Actual events or the actual future results of the Company may
differ materially from any forward-looking statements due to a number of risks
and uncertainties including those set forth below under "Factors That May Affect
Future Operating Results" and "Business Risks". Introduction of new products
and enhancements of existing products can have a significant impact on the
Company's revenue. Any delays in the scheduled release of major new products
and enhancements can have a material adverse impact on the Company's business,
operating results and financial condition. The Company plans to introduce new
versions of IntelliSync for Notebooks, IntelliSync for PC's and other new
products at various times throughout the remainder of calendar 1998. Any delays
in introduction of these products or failure of these products to achieve
anticipated levels of market acceptance will have an adverse impact on the
Company's business, operating results and financial condition.
COST OF REVENUE. Cost of revenue consists primarily of product media and
duplication, manuals, packing supplies, shipping expenses and personnel related
costs incurred under customer funded software engineering services. For the
three months ended April 30, 1998 and 1997, cost of revenue, as a percentage of
revenue was approximately 14% and 12%, respectively. For the nine months ended
April 30, 1998 and 1997, cost of revenue as a percentage of revenue was
11
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approximately 13% and 11%, respectively. The year over year increase in cost of
revenue was primarily due to increased costs associated with increased levels of
customer funded engineering services.
The Company's cost of revenue is affected by the mix among its distribution
channels and is affected by the mix among its revenue sources including
royalties, packaged product, customer funded engineering contracts and sales and
fulfillment via its Web site. A majority of IntelliSync for handhelds revenue is
derived by direct sales to distributors and retailers as well as end-users. The
Company anticipates that gross profit as a percentage of total revenue will
decrease, to the extent sales to distributors and retailers increase in
proportion to the Company's total revenue. This decline in gross profit
percentage is anticipated since the average selling price to distributors and
retailers is lower due to distributor discounts and the cost of revenue is
higher due to product costs. Additionally, the Company expects that gross
profit as a percentage of total revenue will decrease, to the extent customer
funded engineering contracts continue to represent a substantial portion of the
Company's total revenue. Royalty revenue is derived largely from licensing
TranXit and Intellisync for Notebooks to OEM customers and cost of sales
attributable to TranXit and Intellisync for Notebooks royalties have not been
significant so far.
RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily
of salaries and other related expenses for research and development personnel,
quality assurance personnel, fees to outside contractors and the cost of
facilities and depreciation of capital equipment. Research and development
expenses increased 49% to $2,392,000 in the third fiscal quarter of 1998 from
$1,610,000 in the comparable fiscal quarter of 1997. For the nine months ended
April 30, 1998 research and development expenses totaled $6,823,000 representing
a 61% increase compared to $4,240,000 for the same nine-month period in fiscal
1997. The year over year increase in research and development expenses was
primarily due to increased personnel related costs and spending required to
develop the Company's IntelliSync product offerings and, to a lesser extent,
increased personnel related costs and spending required to develop enhanced
versions of TranXit, SDK and other new products. A significant portion of the
Company's research and development expenses are comprised of fees paid to
outside contractors which are engaged by the Company on a project-by-project
basis. Research and development spending is anticipated to increase in absolute
dollars as the Company continues to invest in product development. In addition,
the Company believes research and development expenses may fluctuate from
quarter to quarter both in absolute dollars as well as a percentage of revenue,
depending upon the status of various development projects.
Research and development expenses have been expensed as incurred. Statement of
Financial Accounting Standards No. 86 requires capitalization of certain
software development costs once technological feasibility is established. The
Company defines establishment of technological feasibility as the point at which
product reaches beta. Software development costs incurred subsequent to the
establishment of technological feasibility through the period of general market
availability of the product are capitalized, if material. To date, all of these
software development costs have been insignificant and expensed as incurred.
SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, commissions, promotional expenses and other related expenses of sales
and marketing personnel. Sales and marketing expenses increased 66% to
$1,740,000 in the third fiscal quarter of 1998 from $1,046,000 for the
comparable quarter in the prior year. Sales and marketing expenses increased
84% to $5,167,000 in the first nine months of fiscal 1998 from $2,804,000 for
the comparable
12
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nine-month period in the prior year. The year over year sales and marketing
expense increase for the third quarter of fiscal 1998 as compared to the
third fiscal quarter of 1997 was primarily due to increased personnel related
spending in both sales and marketing due to increased headcount. In
addition, the Company increased its spending in the areas of corporate
advertising and package design associated with the release of new products.
Additionally, in an effort to expand its presence in the retail market
channel, the Company has incurred higher levels of market development and
cooperative advertising expenses paid to its distributors. The Company
anticipates that sales and marketing expenses will continue to increase in
absolute dollars throughout the remainder of fiscal 1998.
GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of salaries and other related expenses of administrative, executive
and financial personnel and other outside professional fees. General and
administrative expenses increased 60% to $738,000 in the third fiscal quarter of
1998 from $460,000 for the same period in the prior year. General and
administrative expenses increased 58% to $2,196,000 in the first nine months of
fiscal 1998 from $1,392,000 for the same period in the prior year. The year
over year increases in absolute general and administrative spending from the
third fiscal quarter of 1998 as compared to the third fiscal quarter of 1997 was
primarily due to increased personnel costs, increased provisions for doubtful
accounts, and to a lesser extent, increased legal and financial costs and
facilities related expenses.
INTEREST AND OTHER INCOME, NET. Interest and other income, net, represents
interest earned by the Company on its cash and short-term investments, offset by
interest expense on capitalized leases and miscellaneous fees and charges.
Interest and other income, net, decreased to $270,000 in the third fiscal
quarter of 1998 from $292,000 for the same period in the prior year and
increased to $850,000 for the nine months ended April 30, 1998 from $486,000 for
the same period in 1997. The decrease in interest and other income, net, in the
third quarter of fiscal 1998 as compared to the third quarter of fiscal 1997 was
primarily due to decreased interest income due to reduced levels of cash
equivalents and short-term investments. The nine month increase in interest
income, net, was primarily due to increased interest income on increased
balances that were primarily a result of proceeds generated from the Company's
initial public offering in December 1996.
PROVISION FOR INCOME TAXES. The provision for income taxes increased to
$444,000 in the third fiscal quarter of 1998 from $339,000 for the same
period in the prior year. The provision for income taxes increased to
$814,000 in the first nine months of fiscal 1998 from $706,000 for the same
period in fiscal 1997. The provision for income taxes primarily represents
foreign withholding taxes. The foreign withholding taxes are a function of
royalties earned by the Company from certain foreign customers. The Company's
overall tax rate for fiscal 1998 is significantly dependent on the amount and
mix of income derived from sources subject to foreign withholding taxes. The
Company's estimate of its fiscal 1998 income tax rate is based on current
projections and mix of its pre-tax income. Any adverse movements in actual
foreign withholding taxes or level of amount of pre-tax income compared to
such projections could cause the income tax rate to increase substantially in
the fourth fiscal quarter of 1998.
LIQUIDITY AND CAPITAL RESOURCES
13
<PAGE>
The Company's operating activities provided cash of $1,182,000 and $321,000 in
the first nine months of fiscal 1998 and 1997, respectively. Net cash provided
in the first nine months of fiscal 1998 was primarily due to net income adjusted
for depreciation and amortization and partially offset by increases in accounts
receivable and other assets and decreases in accounts payable. Net cash provided
in the first nine months of fiscal 1997 was primarily due to net income adjusted
for depreciation and amortization and increases in accrued liabilities. These
sources were partially offset by increases in accounts receivable and other
assets and decreases in accounts payable.
Cash used in investing activities was $17,000 and $19,363,000 in the first nine
months of fiscal 1998 and 1997, respectively. Cash used in the first nine months
of fiscal 1998 was primarily due to purchases of property and equipment
substantially offset by maturities of short-term investments. Cash used in the
first nine months of fiscal 1997 was primarily due to purchases of short-term
investments, and to a lesser extent, purchases of property and equipment
Cash provided by financing activities was $472,000 and $23,597,000 in the first
nine months of fiscal 1998 and 1997, respectively. Cash provided from financing
activities in the first nine months of fiscal 1998 was primarily due to
issuances of common stock under the Company's stock option plan, and to a lesser
extent, stock issued under the Company's Employee Stock Purchase Plan. Cash
provided from financing activities in the first nine months of 1997 was
primarily due to the issuance of common stock in the Company's initial public
offering, and to a much lesser extent, note repayments by stockholders and
issuance of preferred stock.
At April 30, 1998 the Company's principal source of liquidity represented by
cash, cash equivalents and short-term investments totaled $21,690,000. The
Company currently has no significant capital commitments. The Company currently
has no bank financing arrangements. The Company believes that its current cash,
cash equivalents and short-term investment balances and cash generated from
operations, if any, will be sufficient to meet its working capital and other
cash requirements for at least the next twelve months.
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
The Company expects that its future operating results could fluctuate
significantly as a result of numerous factors including, but not limited to, the
demand for the Company's products, the Company's success in developing new
products, the timing of new product introductions by the Company and its
competitors, the timing of releases of new handheld devices by the Company's
customers, market acceptance of the Company's new and enhanced products, the
emergence of new industry standards, the timing of customer orders, the mix of
products sold, competition, the mix of distribution channels employed, the
evolving and unpredictable nature of the markets for the Company's products and
mobile computing devices generally, the rate of growth of the personal computer
market in general and general economic conditions.
The Company's revenue is difficult to forecast in part because the market for
wireless infrared ("IR") connectivity and data synchronization software is
rapidly evolving. In addition, the Company typically operates with a relatively
small order backlog. As a result, quarterly sales and operating results depend
in part on the volume and timing of orders received within the quarter, which
are difficult to forecast. In addition, a significant portion of the Company's
expense levels is fixed in advance based in large part on the Company's
forecasts of future revenue. If revenue is below expectations in any given
quarter, the adverse impact of the shortfall on the Company's
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operating results may be magnified by the Company's inability to adjust
spending to compensate for the shortfall. Therefore, a shortfall in actual
revenue as compared to estimated revenue would have an immediate adverse
effect on the Company's business, financial condition and operating results
that could be material.
The Company historically has derived a substantial portion of its revenue
from OEMs. Due to the Company's ongoing effort to expand into retail and
reseller distribution channels, an increasing percentage of the Company's
licensing activity is expected to result from the sale of products through
distributors and other resellers, which sales are harder to predict and may
have lower margins than other channels. Sales through such channels may
contribute to increased fluctuation of operating results. A significant
portion of the Company's revenue in any quarter is typically derived from
sales to a limited number of customers. The Company has generally recognized
a substantial portion of its revenue in the last month of each quarter, when
it typically receives royalty reports from its OEM customers. Any significant
deferral of purchases of the Company's products by its customers could have a
material adverse effect on the Company's business, operating results and
financial condition in any particular quarter. To the extent that significant
sales occur earlier than expected, operating results for subsequent quarters
may be adversely affected.
The Company has expanded its sales channel by fulfilling orders via the World
Wide Web. While this channel has proven to be an accepted channel for fulfilling
product to end-users, given its limited history, there can be no assurance of
continued acceptance or demand for orders placed via the Web. Additionally,
there can be no assurance that Web sales may not adversely affect sales in the
Company's retail and reseller sales channels.
The Company's gross margin on its service revenue is substantially lower than
its gross margin on license revenue. Any increase in service revenue would have
a corresponding increase in cost of revenue and may have an adverse effect on
the Company's gross margins. The Company may also reduce prices or increase
spending in response to competition or to pursue new market opportunities.
The operating results of many software companies reflect seasonal fluctuation.
For example, sales in Europe and certain other countries typically are adversely
affected in the summer months when business activity is reduced. The Company's
revenues and operating results may be adversely affected by diminished demand
for the Company's products on a seasonal basis.
Because of these factors, the Company believes that period-to-period comparisons
of its operating results are not necessarily meaningful and that such
comparisons should not be relied upon as indications of future performance. As a
result of the foregoing and other factors, the Company's operating results and
stock price may be subject to significant volatility, particularly on a
quarterly basis.
BUSINESS RISKS
LIMITED HISTORY OF OPERATIONS AND PROFITABILITY. Puma was organized in August
1993 and began shipping products in October 1994. Accordingly, the Company has
a limited operating history upon which an evaluation of the Company can be
based. The Company has only been profitable in eight quarters since inception.
The Company's results must be
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considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stages of development, particularly
companies in a new and evolving market such as the mobile data exchange
software market. Although the Company has experienced increased quarterly
revenue over the last ten fiscal quarters, such growth rates may not be
sustainable and are not indicative of future operating results. There can be
no assurance that any of the Company's business strategies will be successful
or that the Company's revenue growth or profitability will continue on a
quarterly or annual basis.
RISKS ASSOCIATED WITH NEW PRODUCT DEVELOPMENT AND TIMELY INTRODUCTION OF NEW
AND ENHANCED PRODUCTS. The markets for the Company's products are
characterized by rapidly changing technologies, evolving industry standards,
frequent new product introductions and short product life cycles. The
Company first introduced its TranXit products in October 1994, IntelliSync
for handheld devices in the first quarter of fiscal 1997, Intellisync for
Notebooks in the first quarter of fiscal 1998 and its SDK in the third fiscal
quarter of 1998. As its product families mature, the Company expects that
their gross margins may decline. The Company's future success will depend to
a substantial degree upon its ability to enhance its existing products and to
develop and introduce, on a timely and cost-effective basis, new products and
features that meet changing customer requirements and emerging and evolving
industry standards. The Company budgets amounts to expend for research and
development based on planned product introductions and enhancements; however,
actual expenditures may significantly differ from budgeted expenditures.
Inherent in the product development process is a number of risks. The
development of new, technologically advanced software products is a complex
and uncertain process requiring high levels of innovation, as well as the
accurate anticipation of technological and market trends. The introduction
of new or enhanced products also requires the Company to manage the
transition from older products in order to minimize disruption in customer
ordering patterns, avoid excessive levels of older product inventories and
ensure that adequate supplies of new products can be delivered to meet
customer demand. The Company is continually required to recruit new
engineering personnel to meet increased engineering and testing requirements
associated with patent development and enhancement. There can be no
assurance that the Company will successfully develop, introduce or manage the
transition to new products. Nor can there be any assurance that the Company
will be able to hire and retain sufficient engineering personnel to meet the
requirements inherent in this transition. The Company has in the past, and
may in the future, experience delays in the introduction of its products, due
to factors internal and external to the Company. Any future delays in the
introduction or shipment of new or enhanced products, the inability of such
products to gain market acceptance or problems associated with new product
transitions could adversely affect the Company's operating results,
particularly on a quarterly basis.
BUSINESS STRATEGY. The Company's current business strategy with respect to the
market for synchronization software for handheld devices has been to identify
multiple handheld solutions and software applications, and offer an array of
solutions in its IntelliSync product family. In contrast, some of the Company's
direct competitors in this market focus their efforts on fewer devices and fewer
applications.
The Company's success is highly dependent upon the market acceptance of both the
handheld devices and software applications supported by its IntelliSync
products. Typically the Company must develop the software supporting a
particular device or application before it has been determined whether that
third-party product will gain market acceptance. Lack of market acceptance of
hardware or software products supported by the Company's IntelliSync product is
largely outside of the Company's control and may
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have an adverse effect on the results. And, because the Company is focusing
on a variety of products, the Company may be slower to offer features that
are specific to each individual handheld-to-PC solution. The Company's
failure to identify in advance the devices and applications that may gain
market dominance and to sufficiently focus on the most popular solutions may
adversely affect its results of operations.
COMPETITION. The Company expects the market for MDE software, including data
synchronization and IR connectivity software, to the extent it develops, to
become intensely competitive. The Company currently faces direct competition
with respect to a number of its individual products from several private
companies, including DataViz, Chapura, Rand Software, Maximizer, Tele-Support
Software and Traveling Software. In addition to direct competition, the Company
faces indirect competition from existing and potential customers that provide
internally developed solutions. As a result, the Company must educate
prospective customers as to the advantage of the Company's products versus
internally developed solutions. The Company currently faces limited direct
competition from major applications and operating systems software vendors who
may choose to incorporate data synchronization and IR connectivity functionality
into their software, thereby potentially reducing the need for OEMs to include
the Company's products in their notebook and desktop PCs. For example,
Microsoft's inclusion of certain features permitting data synchronization and IR
connectivity between computers utilizing the Windows 95 operating system may
have the effect of reducing revenue from the Company's software if users of
Windows 95 perceive that their data synchronization and IR connectivity needs
are adequately met by Microsoft. Certain of the companies with which the
Company competes or may in the future compete, including internal software
development groups of its current and potential customers, have substantially
greater financial, marketing, sales and support resources and may have more
"brand-name" recognition than the Company. There can be no assurance that the
Company will be able either to develop software comparable or superior to
software offered by its current or future competitors or to adapt to new
technologies, evolving industry standards and changes in customer requirements.
In addition, the PC and mobile computing device markets experience intense price
competition, and the Company expects that, in order to remain competitive, it
may have to decrease its unit royalties on certain products.
PRODUCT CONCENTRATION; RISKS ASSOCIATED WITH NEW AND EVOLVING MARKETS. The
market for Mobile Data Exchange software, including wireless IR connectivity and
advanced data synchronization software, is new and evolving. To date, the
Company has derived a substantial portion of its revenue from the licensing of
its TranXit IR connectivity software. Although additional products are
currently being sold and potential products are currently under development, the
Company believes that the TranXit and IntelliSync for Notebooks product families
may continue to account for a substantial portion of the Company's revenue for
the foreseeable future. The life cycle of TranXit and IntelliSync for Notebooks
is difficult to estimate because of, among other factors, the emerging nature of
the mobil data exchange ("MDE") software market and the possibility of future
competition. As a result, the Company's future operating results, particularly
in the near term, are dependent upon the continued market acceptance of TranXit
and IntelliSync for Notebooks. There can be no assurance that TranXit will
continue to meet with market acceptance or that the Company will be successful
in developing, introducing or marketing new or enhanced products. A decline in
the demand for TranXit, as a result of competition, technological change or
other factors, and the failure to successfully develop, introduce or market new
or enhanced products would have a material adverse effect on the Company's
business, financial condition and results of operations.
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The market for MDE software is still emerging, and there can be no assurance
that it will continue to grow or that, even if the market does grow, TranXit or
IntelliSync for Notebooks will be adopted. Moreover, although demand for TranXit
and its successor product IntelliSync for Notebooks has grown in recent years
with the Company's OEM customers, the Company has no accurate method of
determining the extent that end-users utilize TranXit or IntelliSync for
Notebooks. The Company's success in generating significant revenue in these
evolving markets will depend, among other things, on its ability to educate
potential OEMs, retail partners and end users about the benefits of the
Company's IR technology, to maintain and enhance its relationships with leading
OEMs and to develop effective retail distribution channels. The inability of
the Company to continue to penetrate the existing market for MDE products or the
failure of current markets to grow or new markets to develop or be receptive to
the Company's products would have a material adverse effect on the Company's
business, operating results and financial condition. The emergence of markets
for the Company's MDE products will also be affected by a variety of factors
beyond the Company's control. In particular, the Company's products are
designed to conform to certain standard IR and data communications
specifications, many of which have not been adopted as industry standards.
There can be no assurance that these specifications will be widely adopted or
that competing specifications will not emerge which will be preferred by OEMs.
The emergence of markets for the Company's products is also critically dependent
upon continued expansion of the market for mobile computing devices and the
timely introduction and successful marketing and sale of notebook and desktop
personal computers ("PCs"), personal electronic organizers, smart phones and
smart pagers. In addition, there can be no assurance that IR technology itself
will be adopted as the standard or preferred technology for MDE or that
manufacturers of personal computers will elect to bundle IR technology in their
products. There can be no assurance that these or other factors beyond the
Company's control will not adversely affect the development of markets for the
Company's products.
DEPENDENCE ON OEMS. Revenue from OEMs was a substantial portion of the
Company's revenue during the first three quarters of fiscal 1998, fiscal 1997,
fiscal 1996 and fiscal 1995. Weakening demand from any key OEM and the
inability of the Company to replace revenue provided by such OEM could have a
material adverse effect on the Company's business, operating results and
financial condition. The Company maintains individually significant receivable
balances from major OEMs. If these OEMs fail to meet their payment obligations,
the Company's operating results could be materially adversely affected.
RISKS ASSOCIATED WITH DEVELOPMENT OF RETAIL DISTRIBUTION CHANNEL. The Company
intends to distribute its products through distributors, major computer and
software retailing organizations, consumer electronics stores, discount
warehouse stores and other specialty retailers. The Company often sells on a
purchase order basis, and there are often no minimum purchase obligations on
behalf of any principal distributor or retailer. Distribution and retailing
companies in the computer industry have from time to time experienced
significant fluctuations in their businesses, and there have been a number of
business failures among these entities. The insolvency or business failure of
any significant distributor or retailer of the Company's products could have a
material adverse effect on the Company's business, operating results and
financial condition. Further, certain mass-market retailers have established
exclusive relationships under which such retailers will buy customer software
only from one or two intermediaries. In such instances, the price or other
terms on which the Company sells to such retailers may be materially adversely
affected by the terms imposed by such intermediaries,
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or the Company may be unable to sell to such retailers on the terms which the
Company deems acceptable.
Retailers of the Company's products typically have a limited amount of shelf
space and promotional resources, and there is intense competition among consumer
software producers for adequate levels of shelf space and promotional support
from retailers. The Company expects that, as the number of consumer multimedia
and software products and computer platforms increases, this competition for
shelf space will intensify. Due to increased competition for limited shelf
space, retailers and distributors are increasingly in a better position to
negotiate favorable terms of sale, including price discounts, price protection
and product return policies. Retailers often require software publishers to pay
fees or provide other accommodations in exchange for shelf space. The Company's
products constitute a relatively small percentage of each retailer's sales
volume, and there can be no assurance that retailers will continue to purchase
the Company's products or provide the Company's products with adequate shelf
space and promotional support.
MANAGEMENT OF GROWTH. The Company is currently experiencing growth and rapid
change which has placed, and will continue to place, a significant strain on its
administrative, operational and financial resources and increased demands on its
systems and controls. This growth has resulted in a continuing increase in the
level of responsibility for both existing and new management personnel. The
Company anticipates that its continued growth will require it to recruit, hire,
train and retain a substantial number of new engineering, managerial, sales and
marketing personnel. The Company's ability to manage its growth successfully
will also require the Company to continue to expand and improve its operational,
management and financial systems and controls on a timely basis.
DEPENDENCE ON STRATEGIC BUSINESS RELATIONSHIPS; RISKS ASSOCIATED WITH
THIRD-PARTY SERVICES. The Company believes that its success is largely
dependent on its strategic relationships with key participants in the PC and
mobile computing device industries, including Compaq, IBM, Intel, Microsoft,
NEC, Sharp, Texas Instruments, Toshiba, 3COM and Premiere Technologies.
These relationships generally enable the Company to receive prototypes from
hardware manufacturers and software vendors prior to their market
introduction. The Company is thereby in a stronger position to launch
complementary product offerings shortly after the commercial release of these
companies' new hardware and software products. The loss of any of these
strategic relationships or any other significant partner could materially
adversely affect the Company's product development efforts, its business,
operating results and financial condition and its ability to realize its
strategic objective to be the technological leader in its industry. In
addition, the Company relies significantly on third-party services. In
particular, third party services translate the Company's products into 13
different native languages. The Company has generally been able to obtain
translated, functional versions of its products in a timely manner. However,
any significant delays by such third parties could delay new or existing
shipments of products and have a material adverse effect on the Company's
business, operating results and financial condition.
DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a significant
degree upon the continuing contributions of its engineering, management, sales
and marketing personnel. The Company has few employment contracts with its key
personnel and does not maintain any key person life insurance policies. The
loss of key management or technical personnel could adversely affect the
Company. The Company believes that its future success
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will depend in large part upon its ability to attract and retain highly
skilled engineering, management, sales and marketing personnel. Failure to
recruit, hire, train and retain key personnel could have a material adverse
effect on the Company's business, operating results and financial condition.
PROPRIETARY RIGHTS, RISKS OF INFRINGEMENT AND SOURCE CODE RELEASE. The Company
relies on a combination of patent, copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect its proprietary
rights. The Company also believes that factors such as the technological and
creative skills of its personnel, new product developments, frequent product
enhancements and name recognition are essential to establishing and maintaining
a technology leadership position. The Company seeks to protect its software,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection. The Company currently has five issued
United States patents that expire in 2012, 2014, 2015 and has ten patent
applications pending. In addition, the Company has corresponding international
patent applications pending under the Patent Cooperation Treaty in countries to
be designated at a later date. There can be no assurance that the Company's
patents will not be invalidated, circumvented or challenged, that the rights
granted thereunder will provide competitive advantages to the Company or that
any of the Company's pending or future patent applications, whether or not being
currently challenged by applicable governmental patent examiners, will be issued
with the scope of the claims sought by the Company, if at all. Furthermore,
there can be no assurance that others will not develop technologies that are
similar or superior to the Company's technology or design around the patents
owned by the Company. Despite the Company's efforts to protect its proprietary
rights, unauthorized parties may attempt to copy aspects of the Company's
products or to obtain and use information that the Company regards as
proprietary. Policing unauthorized use of the Company's products is difficult,
and while the Company is unable to determine the extent to which piracy of its
software products exists, software piracy can be expected to be a persistent
problem. The Company distributes its software products in the United States,
Japan, aiwan and member countries of the European Union. The laws and practices
of some foreign countries in which the Company does business, in particular
Taiwan, do not ensure that the Company's means of protecting its proprietary
rights in the United States or abroad will be adequate or that competition will
not independently develop similar technology. There can be no assurance that
the Company will not distribute its software products in the future to countries
where the enforcement of proprietary rights may be equally or more uncertain.
The Company has also entered into source code escrow agreements with a limited
number of its customers requiring release of source code in certain
circumstances. Such agreements generally provide that such parties will have a
limited, non-exclusive right to use such code in the event that there is a
bankruptcy proceeding by or against the Company, if the Company ceases to do
business or if the Company fails to meet its support obligations. The Company
also provides its source code to foreign language translation service providers
and consultants to the Company in limited circumstances. The provision of
source code may increase the likelihood of misappropriation by third parties.
The Company is not aware that it is infringing any proprietary rights of third
parties. There can be no assurance, however, that third parties will not claim
infringement by the Company of their intellectual property rights. In
particular, because patent applications are kept confidential by the Patent and
Trademark Office, the Company has no means by which to monitor patent
applications filed by its competitors, which could result in future infringement
claims against the Company. The Company expects that software product
developers will increasingly be subject to
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infringement claims as the number of products and competitors in the
Company's industry segment grows and the functionality of products in
different industry segments overlaps and as patent protection for software
becomes increasingly popular. Any such claims, with or without merit, could
be time-consuming to defend, result in costly litigation, divert management's
attention and resources or cause product shipment delays. In addition, such
claims could require the Company to discontinue the use of certain software
codes or processes, to cease the manufacture, use and sale of infringing
products, to incur significant litigation costs and expenses and to develop
non-infringing technology or to obtain licenses to the alleged infringing
technology. There can be no assurance that the Company would be able to
develop alternative technologies or obtain such licenses or, if a license
were obtainable, that the terms would be commercially acceptable to the
Company.
In the event of a successful claim of product infringement against the
Company and failure or inability of the Company to license the infringed or
similar technology, the Company's business, operating results and financial
condition would be materially adversely affected.
DEPENDENCE ON LICENSED TECHNOLOGY. The Company licenses technology on a
non-exclusive basis from several companies for use with its products and
anticipates that it will continue to do so in the future. The inability of
the Company to continue to license this technology or to license other
necessary technology for use with its products or substantial increases in
royalty payments under third-party licenses could have a material adverse
effect on its business, operating results and financial condition. In
addition, the effective implementation of the Company's products depends upon
the successful operation of these licenses in conjunction with the Company's
products, and therefore any undetected errors in products resulting from such
licenses may prevent the implementation or impair the functionality of the
Company's products, delay new product introductions and injure the Company's
reputation. Such problems could have a material adverse effect on the
Company's business, operating results and financial condition.
PRODUCT ERRORS; PRODUCT LIABILITY. Software products as complex as those
offered by the Company typically contain undetected errors or failures when
first introduced or as new versions are released. Testing of the Company's
products is particularly challenging because it is difficult to simulate the
wide variety of computing environments in which the Company's customers may
deploy these products with respect to a myriad of supported applications and
devices. Accordingly, there can be no assurance that, despite testing by the
Company and by current and potential customers, errors will not be found after
commencement of commercial shipments, resulting in loss of or delay in market
acceptance, any of which could have a material adverse effect upon the Company's
business, operating results and financial condition. Further, the Company's
license agreements with its customers typically contain provisions designed to
limit the Company's exposure to potential product liability claims. Although
the Company has not experienced any product liability claims, the sale and
support of products by the Company entails the risk of such claims. The Company
does not currently maintain product liability insurance. A successful product
liability claim brought against the Company could have a material adverse effect
upon the Company's business, operating results and financial condition.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. International revenue accounted
for a significant portion of the Company's revenue in the third fiscal quarter
and first nine months of 1998 and in fiscal 1997. The Company expects that
international revenue will continue to account for a significant portion of its
future revenue. Revenue from the Company's
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international operations is subject to certain inherent risks, including
unexpected changes in regulatory requirements and tariffs, difficulties in
staffing and managing foreign operations, longer payment cycles, problems in
collecting accounts receivable and potentially adverse tax consequences. In
addition, sales in Europe and certain other parts of the world typically are
adversely affected in the summer months of each year when many customers and
users reduce their business activities. These seasonal factors may have a
material adverse effect on the Company's business, operating results and
financial condition. Although the Company's revenue is currently denominated
in U.S. dollars, fluctuations in currency exchange rates could cause the
Company's products to become relatively more expensive to customers in a
particular country, leading to a reduction in sales or profitability in that
country. Furthermore, future international activity may result in foreign
currency denominated sales, particularly if international revenue from
distributors increases. Consequently, gains and losses on the conversion to
U.S. dollars of accounts receivable and accounts payable arising from
international operations may contribute to fluctuations in the Company's
operating results. Royalty income by the Company from customers in certain
countries, such as Japan and Taiwan, is subject to withholding income taxes.
The amount and mix of the Company's income derived from such customers will
impact the Company's provision for income taxes. Differences in the amount
and mix of the Company's income actually derived from customers subject to
foreign withholding taxes as compared to the amounts forecasted by the
Company may adersely impact the Company's income tax rate.
UNCERTAINTIES ASSOCIATED WITH ACQUISITIONS. The Company has been involved in
two acquisitions. These acquisitions have been motivated by many factors
including the desire to obtain new technologies, the desire to expand and
enhance the Company's product lines and the desire to attract key personnel.
In July 1997, the Company acquired substantially all of the assets of Real World
Solutions, Inc. (RWS), a developer of client/server solutions. As a result of
the acquisition four new employees joined the Company. RWS had incurred a
cumulative loss through its acquisition by Puma on July 17, 1997 of
approximately $1.3 million on cumulative revenue of $0.5 million.
In April 1996, the Company acquired IntelliLink Corp. As a result of the
acquisition the Company acquired two additional product families, as well as
other technologies. In addition, more than 20 new employees joined the
Company. IntelliLink had incurred a cumulative net loss through its
acquisition by Puma on April 30, 1996 of approximately $2.5 million on
cumulative revenue of approximately $4.2 million.
POTENTIAL VOLATILITY OF STOCK PRICE. The trading price of the Company's Common
Stock is likely to be highly volatile and may be significantly affected by
factors such as actual or anticipated fluctuations in the Company's operating
results; announcements of technological innovations; new products or new
contracts by the Company or its competitors; developments with respect to
patents; copyrights or proprietary rights; conditions and trends in the software
and other technology industries; adoption of new accounting standards affecting
the software industry; changes in financial estimates by securities analysts;
general market conditions and other factors. In addition, the stock market has
from time to time experienced significant price and volume fluctuations that
have particularly affected the market prices for the common stocks of technology
companies. These broad market fluctuations may materially adversely affect the
market price of the Company's Common Stock.
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DEPENDENCE ON YEAR 2000 COMPLIANCE OF THIRD-PARTY PRODUCTS. The Company's
synchronization software products operate as a conduit for data from handheld
devices to personal information manager software ("PIMs"). The Company has no
control as to whether the hardware devices and PIMs that the Company's software
supports will accurately process date and time data from, into and between the
20th and 21st centuries. The Company and its business would be adversely
affected should the third-party products with which the Company's software
functions fail to accommodate the change in date from December 31, 1999 to
January 1, 2000.
In addition, the Company and its business are dependent upon the products and
business of many third parties in the computer and information technology
sectors, including the Company's OEM customers and distributors and various
suppliers of products and services to the Company. The Company cannot control
whether the products and technologies of these third parties will accurately
process time and date data from, into and between the 20th and 21st centuries.
The Company and its business would be adversely affected by failure(s) of these
third-party products and technologies to accommodate the change in date from
December 31, 1999 to January 1, 2000.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits
27.1 Financial Data Schedule
ITEM 1 LEGAL PROCEEDINGS.
On February 6, 1998, in response to the Company's offer of a royalty-bearing
patent license, Dataviz, Inc. filed a lawsuit against the Company in the U.S.
District Court for the District of Connecticut seeking a judgment that four of
the Company's patents are invalid and not infringed by Dataviz' software. The
complaint seeks no monetary relief other than an award of the costs of the
lawsuit and reasonable attorneys' fees. The complaint contains no allegation
that the Company's software infringes any third-party intellectual property
rights. The Company was served with the complaint on May 26, 1998, the amended
complaint on June 4, 1998, and must file a responsive pleading by July 12, 1998.
The Company believes that Dataviz' claims have no merit and intends to defend
the action vigorously. The final resolution of this lawsuit is not expected to
have a material adverse effect on the results of operations or the financial
condition of the Company. It is too early in the litigation to determine whether
attorneys' fees and costs of the lawsuit may have an adverse effect on the
results of operations of the Company in any particular period.
ITEMS 2, 3, 4 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
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SIGNATURE
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.
Puma Technology, Inc.
Date: June 10, 1998 By: /s/ M. Bruce Nakao
--------------------------------
M. Bruce Nakao
Sr. Vice President and
Chief Financial Officer
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PUMA TECHNOLOGY, INC.
SUMMARY OF TRADEMARKS
The following trademarks of Puma Technology, Inc., which may be registered in
certain jurisdictions, are referenced in this Form 10-Q:
IntelliLink
IntelliSync
Mobile Data Exchange
Puma Technology
TranXit
All other brand or product names are trademarks or registered trademarks of
their respective holders.
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<PAGE>
<ARTICLE> 5
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