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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 OCTOBER 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
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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 October 31, 1998 was 12,675,525.
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THIS REPORT CONSISTS OF 29 PAGES.
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PUMA TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition 10
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 6. Exhibits and Reports on Form 8-K 25
Signature 27
Summary of Trademarks 29
</TABLE>
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:
<TABLE>
<CAPTION>
FINANCIAL STATEMENT DESCRIPTION PAGE
<S> <C>
- - Condensed Consolidated Balance Sheet 4
October 31, 1998 and July 31, 1998
- - Condensed Consolidated Statement of Operations 5
for the Three Months Ended October 31, 1998 and 1997
- - Condensed Consolidated Statement of Cash Flows 6
for the three Months Ended October 31, 1998 and 1997
- - Notes to Condensed Consolidated Financial Statements 7
</TABLE>
3
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PUMA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
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OCT. 31, JULY 31,
1998 1998
(unaudited)
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,037 $ 7,418
Short-term investments 10,029 13,665
Accounts receivable, net 2,394 3,431
Inventories 151 244
Other current assets 551 392
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Total current assets 25,162 25,150
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Property and equipment, net 3,086 3,254
Other assets 1,730 2,035
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TOTAL ASSETS $ 29,978 $ 30,439
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,043 $ 1,140
Accrued liabilities 2,342 1,517
Deferred revenue 1,736 1,489
Current portion of capital lease obligations 1 28
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Total current liabilities 5,122 4,174
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Capital lease obligations, net of current portion 0 41
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Total liabilities 5,122 4,215
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Stockholders' equity:
Common stock, $0.001 par value; 12,676 and 12,473 shares issued and
outstanding at October 31, 1998 and July 31, 1998, respectively 13 12
Additional paid-in capital 34,015 33,871
Receivable from stockholders (66) (66)
Deferred stock compensation (46) (53)
Unrealized Gain/Loss on securities available for sale 86 --
Accumulated deficit (9,146) (7,540)
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Total stockholders' equity 24,856 26,224
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,978 $ 30,439
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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
OCTOBER 31,
1998 1997
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<S> <C> <C>
REVENUE $ 4,412 $ 5,237
Cost of revenue 685 625
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GROSS PROFIT 3,727 4,612
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OPERATING EXPENSES:
Research and development 3,099 2,132
Sales and marketing 1,850 1,601
General and administrative 804 797
Restructuring and other charges 768 -
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Total operating expenses 6,521 4,530
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OPERATING INCOME (LOSS) (2,794) 82
Interest and other income, net 1,392 285
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INCOME (LOSS) BEFORE INCOME TAXES (1,402) 367
Provision for income taxes (204) (139)
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NET INCOME (LOSS) $ (1,606) $ 228
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NET INCOME (LOSS) PER SHARE:
Basic $ (0.13) $ 0.02
DILUTED $ (0.13) $ 0.02
SHARES USED IN PER SHARE CALCULATION:
Basic 12,557 12,065
DILUTED 12,557 12,497
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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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THREE MONTHS ENDED
OCTOBER 31,
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(Loss) $ (1,606) $ 228
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 554 255
Customer deposits and other 86 --
Changes in operating assets and liabilities 512 (325)
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Net cash provided by (used in) operating activities (454) 158
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (98) (663)
Maturities (purchases) of short-term investments 5,095 (84)
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Net cash provided by (used in) investing activities 4,997 (747)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under capital lease obligations (69) (12)
Proceeds from conversion of warrants -- --
Net proceeds upon exercise of stock options 25 31
Note repayments (advances) by stockholders, net -- --
Net proceeds from newly issued common stock 120 149
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Net cash provided by financing activities 76 168
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Net increase (decrease) in cash and cash equivalents 4,619 (421)
Cash and cash equivalents at the beginning of the period 7,418 5,824
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Cash and cash equivalents at the end of the period $ 12,037 $ 5,403
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</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATMENTS
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
months ended October 31, 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, 1998. The results of operations for the
interim period ended October 31, 1998 are not necessarily indicative of results
to be expected for the full year.
In October 1997, the AICPA issued Statement of Position (SOP) 97-2, Software
Revenue Recognition, which supersedes SOP 91-1. The Company has adopted SOP
97-2 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 the Company 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.
NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities and is effective for all years beginning after June 15,
1999. The company does not expect the adoption of SFAS 133 to have a material
impact on its financial position.
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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
months ended October 31, 1998 and 1997:
(in thousands, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
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THREE MONTHS ENDED
OCTOBER 31,
1998 1997
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<S> <C> <C>
BASIC:
Weighted average common shares 12,557 12,065
-------- -------
-------- -------
Net income (loss) $(1,606) $ 228
-------- -------
-------- -------
Net income (loss) per share ($0.13) $0.02
-------- -------
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DILUTED:
Weighted average shares 12,557 12,065
Weighted average preferred as if
converted 0
Common equivalent shares from stock
options and warrants 0 432
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Shares used in per share calculation 12,557 12,497
-------- -------
-------- -------
Net income (loss) $(1,606) $ 228
-------- -------
-------- -------
Net income (loss) per share ($0.13) $0.02
-------- -------
-------- -------
</TABLE>
Note: The number of shares used in the diluted share calculation for the
period ended October 31, 1998 was 12,729,000. This calculation was not
applicable in a loss position.
8
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NOTE 4. RESTRUCTURING
In the first quarter of Fiscal 1999, the Company implemented a restructuring
program for the purpose of consolidating the majority of its engineering and
development work at existing facilities in Nashua, New Hampshire. As part of
this program, the company implemented a reduction in force of 40 positions that
primarily affected the engineering group currently located at the San Jose
facility. It is possible that some of these positions will be replaced in
Nashua. This will be determined after the Company assesses its resource
requirements after the consolidation is complete. The severance costs
associated with this program are expected to be $210,000. This program is being
implemented over a six-month period, with an expected completion at the end of
February 1999.
Additional restructuring charges were also incurred for vacating of a part of
the San Jose facility, as well as a recently leased facility in Nashua. These
charges were $462,000 and $96,000 respectively.
The following table depicts the components of the restructuring:
<TABLE>
<CAPTION>
(in Thousands)
Restructuring Charges Severance and Accrued lease Total
Benefits costs for excess
facilities
Quarter Ended
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<S> <C> <C> <C>
October 31, 1998 $210 $558 $768
</TABLE>
NOTE 5. COMPREHENSIVE INCOME
Effective August 1, 1998, the company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (FAS 130). This Statement
requires that all items recognized under accounting standards as components of
comprehensive earnings be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements. This
Statement also requires that an entity classify items of other comprehensive
earnings by their nature in an annual financial statement. For example, other
comprehensive earnings may include foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and losses on
marketable securities classified as available for sale. Annual financial
statements for prior periods will be reclassified, as required.
9
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The Company's total comprehensive earnings were as follows:
<TABLE>
<CAPTION>
Three Months Ended
October 31
1998 1997
------------------ ---------------
(In thousands of dollars)
<S> <C> <C>
Net income (loss) $ (1,606) $ 228
Unrealized gains 86 --
------------------ ---------------
Total comprehensive earnings $ (1,520) $ 228
</TABLE>
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 develops, markets and supports Universal Synchronization Solutions-TM-
software ("USS"), which allows users to easily access, exchange and synchronize
information stored on a variety of different computing devices such as desktop
computers and mobile computing devices, including notebook and handheld
computers, personal electronic organizers, smart phones and smart pagers. The
Company's software is designed to improve the productivity of business
professionals and corporations who are increasingly relying on mobile computing
devices to address their growing needs for accessible, up-to-date
10
<PAGE>
information, whether in or out of the office. Puma's current
Intellisync-Registered Trademark- and recently announced Intellisync
Anywhere-TM- product families allow local, LAN, and remote "content-aware"
data synchronization between a wide range of mobile computing devices and PC
and server-based applications. Puma's original TranXit-Registered Trademark-
product family ("TranXit") is a leading software solution specifically
designed to utilize wireless infrared ("IR") connectivity technology for file
exchange, synchronization and printing.
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 gaining compatibility with the
Company's synchronization engine and the other devices and applications the
engine supports.
The following table sets forth certain consolidated statement of operations data
as a percentage of revenue for the periods indicated:
<TABLE>
<CAPTION>
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THREE MONTHS ENDED
OCTOBER 31,
1998 1997
- -------------------------------------------------------------------
<S> <C> <C>
REVENUE 100.0 % 100.0 %
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Cost of revenue 15.5 11.9
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GROSS PROFIT 84.5 88.1
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OPERATING EXPENSES:
Research and development 70.2 40.7
Sales and marketing 42.0 30.6
General and administrative 18.2 15.2
Restructuring 17.4 --
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Total operating expenses 147.8 86.5
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OPERATING INCOME (63.3) 1.6
Interest and other income, net 31.5 5.4
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INCOME BEFORE INCOME TAXES (31.8) 7.0
Provision for income taxes (4.6) (2.6)
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NET INCOME (36.4)% 4.4 %
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</TABLE>
11
<PAGE>
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 October 31, 1998 decreased by 16% to $4,412,000 as
compared to $5,237,000 for the same period in 1997. The over all decrease in
revenue was primarily due to lower license revenue derived from the Company's
TranXit and Intellisync for Notebooks products sold to notebook manufacturers,
as well as lower service revenue. These declines were partially offset by
increases in license revenue derived from the Company's Intellisync products for
handheld devices as sold to both end users and major corporations.
Service revenue is derived from fees for services including customer funded
engineering services and amortization of maintenance contract programs. Service
revenue of $382,000 represented 9% of the Company's revenue for the three months
ended October 31, 1998. Service revenue of $772,000 was 15% of revenue for the
three months ended October 31, 1997. The year over year decrease in service
revenue is primarily due to lower levels of customer funded engineering. The
Company believes service revenue as a percentage of total revenue will continue
at lower levels in the next three to nine months, as compared to prior quarters,
and may fluctuate from period to period.
OEM revenue continues to represent a significant portion of the Company's
revenue. OEM revenue of $2,432,000 and $ 4,061,000 represented 55% and 78% of
the Company's revenue, respectively, in the three months ended October 31, 1998
and 1997. Toshiba revenue of $883,000 and $1,193,000 represented 20% and 22%,
respectively, of revenue for the three months ended October 31, 1998 and 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 of $1,808,000 and $3,398,000,
represented approximately 41% and 65%, respectively, of the Company's revenue in
the first fiscal quarter of 1999 and 1998.
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 a new
server product, Intellisync Anywhere, and other new products at various times
throughout the remainder of fiscal 99. 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.
12
<PAGE>
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 October 31, 1998 and 1997, cost of revenue was $685,000 and
$625,000, respectively. This represented, as a percentage of revenue, 16% and
12%, respectively.
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 45% to $3,099,000 in the first fiscal quarter of 1999 from
$2,132,000 in the comparable fiscal quarter of 1998. The 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,
much of which was for developing the Intellisync Anywhere server solution. In
addition, personnel related costs and spending required to develop enhanced
versions of TranXit, SDK and other new products also contributed to the
increase. A 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 decline after the company completes a consolidation plan, which involves
moving a significant portion of the development effort to the company's existing
facility in Nashua, New Hamshire. 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 at the point 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
13
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marketing expenses increased 16% to $1,850,000 in the first fiscal quarter of
1999 from $1,601,000 for the comparable quarter in the prior year. The
increase in sales and marketing expense as compared to the first fiscal
quarter of 1998 was primarily due to increased personnel related spending in
both sales and marketing due to increased headcount. Additional sales and
marketing personnel have been added, primarily in support of the Intellisync
Anywhere product. The Company anticipates that sales and marketing expenses
will continue to increase in absolute dollars throughout the remainder of
fiscal 1999.
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 to $804,000 in the first fiscal quarter
of 1999 as compared to $797,000 for the same period in the prior year.
RESTRUCTURING. In the first quarter of Fiscal 1999, the Company implemented
a restructuring program for the purpose of consolidating the majority of its
engineering and development work at existing facilities in Nashua, New
Hampshire. As part of this program, the Company implemented a reduction in
force of 40 positions that primarily affected the engineering group currently
located at the San Jose facility. This plan will be implemented over a
six-month period, with an expected completion at the end of February 1999. It
is possible that some of these positions will be replaced in Nashua. This
will be determined after the Company assesses the resource requirements after
the consolidation is complete. Most of the expected savings from this program
will be realized in research and development.
Also as part of the restructuring, the Company has announced plans for
vacating a portion of the San Jose facility, as well as a recently leased
facility in Nashua. The Company expects to reduce the total cost of leased
facilities by subleasing the excess office space.
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.
Additionally, in the current fiscal quarter, a gain related to the Company's
investment in PlanetAll, which was acquired by Amazon.com, is also included.
Interest and other income, net, increased to $1,392,000 in the first fiscal
quarter of 1999 from $285,000 for the same period in the prior year. The
increase in interest and other income, net, was primarily due to the
recognition of a gain of $1,103,000 attributable to the Amazon.com
acquisition of PlanetAll.
PROVISION FOR INCOME TAXES. The provision for income taxes increased to
$204,000 in the first fiscal quarter of 1999 from $139,000 for the same period
in the prior year. 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 1999 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 1999 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 fluctuate during the fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities used cash of $454,000 in the first three
months of fiscal 1999 and provided $158,000 in the first three months of fiscal
1998, respectively. Net cash used in the first three months of fiscal 1999 was
primarily due to a net loss, adjusted for depreciation and amortization. This
was partially offset by a decrease in accounts receivable and increases in
deferred revenue and other current liabilities.
Cash generated in investing activities was $4,997,000 in the first three months
of fiscal 1999. This compares to cash used of $747,000 in the first three months
of fiscal 1998. Cash generated in the first three months of fiscal 1999 was
primarily due to maturities of short-term investments.
Cash provided by financing activities was $76,000 and $168,000 in the first
three months of fiscal 1999 and 1998, respectively. Cash provided from financing
activities in the first three months of fiscal 1999 was due to issuance of
common stock under the Company's stock option
14
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plan, as well as stock issued under the Company's Employee Stock Purchase
Plan. This was partially offset by the retirement of the Company's capital
leases.
At October 31, 1998 the Company's principal source of liquidity represented by
cash, cash equivalents and short-term investments totaled $22,066,000. The
Company currently has no significant capital commitments or 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
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 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.
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The Company's sales channel includes fulfillment of 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 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 ten of the last thirteen 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
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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 are 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 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.
The Company is currently in the process of shifting its business strategy to
focus its internal efforts on more widely adopted handheld platforms and
groupware and PIM applications with a large installed base. Lower volume device
and application vendors are encouraged to license the Company's SDK which allows
companies to then develop sysnchchronization capability through the Company's
synchronization engine.
COMPETITION. The Company expects the market for USS 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, River Run, Traveling Software and Starfish
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(recently acquired by Motorola). In the future, the Company will also face
competition relative to its upcoming products from vendors offering
server-based mobile device data exchange products and services, including
Advanced Systems, Riverbed and AvantGo.
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 USS 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, although
currently accounting for a substantial portion of the Company's revenue, will
decline in overall revenue contribution in 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 USS 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 rebound from its decline or that the Company will be
successful in developing, introducing or marketing new or enhanced products. A
continued 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.
The market for USS 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, TranXit sales declined in mid-1998 and 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
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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 USS 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
USS 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 USS 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 fiscal 1998, fiscal 1997 and fiscal 1996.
Specifically, OEM revenue as a percentage of total revenue was 68%, 74% and 89%
in fiscal 1998, fiscal 1997 and fiscal 1996, respectively. 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
distributes 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 Company typically is not a secured creditor with respect to its
distributors and retailers and 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, 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
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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 CHANGE. The Company is currently experiencing 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. In particular, the Company is in the process of
consolidating its engineering group in Nashua, New Hampshire. This change has
resulted in a continuing increase in the level of responsibility for both
existing and new management personnel. As this change continues, the Company
may have difficulty recruiting, hiring, training and retaining key engineering,
managerial, and sales and marketing personnel. No assurances can be given that
the Company will be able to manage this change successfully.
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 and 3COM. 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 over ten
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 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.
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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 other 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, Taiwan, Australia 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 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
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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 during the past few years.
The Company expects that international revenue will continue to account for a
significant portion of its future revenue. Revenue from the Company's
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
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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 adversely impact the Company's income
tax rate.
UNCERTAINTIES ASSOCIATED WITH ACQUISITIONS. The Company has been involved in
three 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 of 1998, the company acquired SoftMagic Corp., a developer of software
tools used in conjunction with the 3Com Palm Pilot Organizer. As a result of
the acquisition, three new employees and three consultants joined the Company.
SoftMagic had incurred a cumulative loss, through its acquisition by Puma, of
$135,000 on cumulative revenue of $331,000.
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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YEAR 2000 READINESS DISCLOSURE. Some computers, software, and other equipment
include programming code in which calendar year data is abbreviated to only two
digits. As a result of this design decision, some of these systems could fail
to operate or fail to produce correct results if "00" is interpreted to mean
1900, rather than 2000. These problems are widely expected to increase in
frequency and severity as the year 2000 approaches, and are commonly referred to
as the "Millennium Bug" or "Year 2000 Problem."
The Year 2000 Problem could affect computers, software, and other equipment
used, operated or maintained by the Company. The Company believes that its
computer systems are Year 2000 compliant.
The Company believes that it has substantially identified and resolved all
potential Year 2000 Problems with any of the software products which it develops
and markets. However, management also believes that it is not possible to
determine with complete certainty that all Year 2000 Problems affecting the
Company's software products have been identified or corrected due to the
complexity of these products and the fact that these products interact with
other third party vendor products and operate on computer systems which are not
under the Company's control.
In addition to computers and related systems, the operation of office and
facilities equipment, such as fax machines, photocopiers, telephone switches,
security systems, elevators, and other common devices may be affected by the
Year 2000 Problem. The Company presently believes that its office and
facilities equipment are Year 2000 compliant.
The Company has limited or no control over the actions of third party
suppliers. Thus, while the Company expects that it will be able to resolve
any significant Year 2000 Problems with these systems, there can be no
assurance that these suppliers will resolve any or all Year 2000 Problems
with these systems before the occurrence of a material disruption to the
business of the Company or any of its customers. Any failure of these third
parties to resolve Year 2000 Problems with these systems in a timely manner
could have a material adverse effect on the Company's business, financial
condition, and results of operation.
The Company expects to identify and resolve all Year 2000 Problems that would
materially adversely affect its business operations. However, management
believes that it is not possible to determine with complete certainty that all
Year 2000 Problems affecting the Company have been identified or corrected. The
number of systems that could be affected and the interactions among these
systems are simply too numerous. In addition, one cannot accurately predict how
many Year 2000 Problem-related failures will occur or the severity, duration, or
financial consequences of these perhaps inevitable failures. As a result,
management expects that the Company could likely suffer the following
consequences:
1. a significant number of operational inconveniences and inefficiencies
for the Company and its clients that may divert management's time and
attention and financial and human resources from its ordinary business
activities; and
2. a lesser number of serious system failures that may require
significant efforts by the Company or its clients to prevent or
alleviate material business disruptions.
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The Company has not developed any Year 2000 contingency plans. The Company does
not believe that the Year 2000 Problem will have a material adverse effect on
the Company's business or results of operations.
PART II. OTHER INFORMATION
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 has filed a response denying all of Dataviz' allegations
and asserting numerous affirmative defenses. The Company has also filed
counterclaims asserting that Dataviz' software infringes two of the Company's
patents. The parties have agreed to narrow the case to include only those two
patents and are currently engaged in discovery.
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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT TITLE
<S> <C>
2.1 1 Agreement and Plan of Reorganization dated July 27, 1998, by and among
the Company, PacificTech Acquisition Corporation and SoftMagic Corp.
2.2 3 Asset Acquisition Agreement dated July 15, 1997, by and among the
Company, Real World Solutions, and John Strossel.
2.3 2 Agreement and Plan of Merger dated April 30, 1996, by and among the
Company, IntelliLink Corp and certain shareholders of IntelliLink Corp.
3.1 2 Articles of Incorporation of Puma Technology, Inc., a California
corporation
3.2 2 Certificate of Incorporation of Puma Technology, Inc., a Delaware
corporation
3.3 2 Bylaws of Puma Technology, Inc., a California corporation.
3.4 2 Bylaws of Puma Technology, Inc., a Delaware corporation.
10.1 2 1993 Stock Option Plan and forms of stock option agreements used
thereunder
10.2 2 Puma Technology, Inc. 1996 Employee Stock Purchase Plan and form of
notice of exercise used thereunder.
10.3 3 Office Lease Agreement dated March 20, 1997, between the Company and
Catellus Development Corporation.
25
<PAGE>
<S> <C>
10.4 3 Standard Commercial Lease Agreement dated March 2, 1992, as amended,
between IntelliLink and Thomas J. Flatley, d/b/a The Flatley Company.
10.5 2 Form of Indemnity Agreement for directors and officers.
10.6+ 2 Software License Agreement dated as of May 30, 1995, between the Company
and Toshiba Corporation.
10.7 2 IntelliLink Corp. 1992 Incentive Stock Option Plan and forms of stock
agreements used thereunder
27.1 3 Financial Data Schedule (filed in EDGAR format only).
99.1 2 Agreement and Plan of Merger by and between Puma Technology, Inc. a
California corporation, and Puma Technology, Inc., a Delaware corporation.
</TABLE>
+ Confidential treatment has been granted for portions of this exhibit
1 Incorporated by reference to the Company's Report on Form 8-K filed on
August 14, 1998
2 Incorporated by reference to the Company's Registration Statement on
Form S-1 (No. 333-011445 declared effective on December 4, 1996.
3 Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 1998 filed on November 13, 1998.
(b) Reports on form 8-K
On August 14, 1998, the Company filed a report on Form 8-K relating to
an Agreement and Plan of Reorganization (the "Agreement"), dated July
27, 1998, by and among the Company, PacificTech Acquisition
corporation, a Delaware corporation and wholly-owned subsidiary of the
Company ("PacificTech"), and SoftMagic Corp., a privately-held Florida
corporation ("SoftMagic"). Pursuant to the Agreement, the Company
completed an acquisition (the "Merger") of SoftMagic. Upon
consummation of the Merger, SoftMagic merged with and into
PacificTech. The Company acquired substantially all of the assets and
assumed all of the liabilities of SoftMagic pursuant to the Agreement.
ITEMS 2, 3, 4 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
26
<PAGE>
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: December 15, 1998 By: /s/ M. Bruce Nakao
---------------------------
M. Bruce Nakao
Sr. Vice President and
Chief Financial Officer
27
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT TITLE
<S> <C>
2.1 1 Agreement and Plan of Reorganization dated July 27, 1998, by and among
the Company, PacificTech Acquisition Corporation and SoftMagic Corp.
2.2 3 Asset Acquisition Agreement dated July 15, 1997, by and among the
Company, Real World Solutions, and John Strossel.
2.3 2 Agreement and Plan of Merger dated April 30, 1996, by and among the
Company, IntelliLink Corp and certain shareholders of IntelliLink Corp.
3.1 2 Articles of Incorporation of Puma Technology, Inc., a California
corporation
3.2 2 Certificate of Incorporation of Puma Technology, Inc., a Delaware
corporation
3.3 2 Bylaws of Puma Technology, Inc., a California corporation.
3.4 2 Bylaws of Puma Technology, Inc., a Delaware corporation.
10.1 2 1993 Stock Option Plan and forms of stock option agreements used
thereunder
10.2 2 Puma Technology, Inc. 1996 Employee Stock Purchase Plan and form of
notice of exercise used thereunder.
10.3 3 Office Lease Agreement dated March 20, 1997, between the Company and
Catellus Development Corporation.
10.4 3 Standard Commercial Lease Agreement dated March 2, 1992, as amended,
between IntelliLink and Thomas J. Flatley, d/b/a The Flatley Company.
10.5 2 Form of Indemnity Agreement for directors and officers.
10.6+ 2 Software License Agreement dated as of May 30, 1995, between the Company
and Toshiba Corporation.
10.7 2 IntelliLink Corp. 1992 Incentive Stock Option Plan and forms of stock
agreements used thereunder
27.1 3 Financial Data Schedule (filed in EDGAR format only).
99.1 2 Agreement and Plan of Merger by and between Puma Technology, Inc. a
California corporation, and Puma Technology, Inc., a Delaware corporation.
</TABLE>
+ Confidential treatment has been granted for portions of this exhibit
1 Incorporated by reference to the Company's Report on Form 8-K filed on
August 14, 1998
2 Incorporated by reference to the Company's Registration Statement on
Form S-1 (No. 333-011445 declared effective on December 4, 1996.
3 Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 1998 filed on November 13, 1998.
28
<PAGE>
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
Intellisync Anywhere
Puma Technology
TranXit
Universal Synchronization Solutions
All other brand or product names are trademarks or registered trademarks of
their respective holders.
29
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<PAGE>
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