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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
Quarterly Report Pursuant to Section 13 Or 15(d)
of the Securities Exchange Act Of 1934
For the quarterly period ended March 31, 2000
Commission File Number: 0-21683
______________________
GraphOn Corporation
(Exact name of Registrant as specified in its charter)
______________________
Delaware 13-3899021
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
225 Cochrane Circle
Morgan Hill, California 95037
(Address of principal executive offices)
Registrant's telephone number: (408) 776-3232
______________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of May 4, 2000 there were issued and outstanding 14,671,422 shares of
the Registrant's Common Stock, par value $0.0001.
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1
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PART I--FINANCIAL INFORMATION
ITEM I Financial Statements
<TABLE>
<CAPTION>
GRAPHON CORPORATION
BALANCE SHEETS
March 31, December 31,
2000 1999
ASSETS ------------- -----------
------------ (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 9,859,900 $ 8,481,500
Available for sale securities 7,362,700 2,027,600
Accounts receivable, net of allowance for
doubtful accounts of $275,000 and $25,000 2,987,900 1,670,600
Prepaid expenses and other assets 297,500 364,300
------------ -----------
Total Current Assets 20,508,000 12,544,000
------------ -----------
Property and Equipment, net 697,500 537,000
Purchased Technology, net 1,557,100 1,504,800
Capitalized Software, net 465,600 221,800
Patent, net 393,800 400,000
Long Term Investment - Related Party 3,444,500 ----
Other Assets 35,300 16,700
------------ -----------
TOTAL ASSETS $ 27,101,800 $15,224,300
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 340,900 $ 259,700
Accrued expenses 727,900 464,000
Deferred revenue 145,300 119,000
------------ -----------
Total Current Liabilities 1,214,100 842,700
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $0.01 par value, 5,000,000 shares
authorized, no shares issued and outstanding ---- ----
Common stock, $0.0001 par value, 45,000,000
shares authorized, 14,615,478 and 12,342,322
shares issued and outstanding 1,500 1,200
Additional paid in capital 37,898,200 25,413,500
Deferred Compensation (1,450,700) (1,472,100)
Accumulated other comprehensive income (24,900) (4,400)
Accumulated deficit (10,536,400) (9,556,600)
------------ -----------
Stockholders' Equity 25,887,700 14,381,600
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 27,101,800 $15,224,300
============ ===========
</TABLE>
See accompanying notes to financial statements.
2
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<TABLE>
<CAPTION>
GRAPHON CORPORATION
STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
-----------
2000 1999
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues
Product sales.................................................. $ 210,100 $ 195,300
Maintenance.................................................... 45,200 44,200
OEM license.................................................... 1,046,500 400,000
OEM license--related party..................................... 500,000 -----
----------- -----------
Total Revenues............................................... 1,801,800 639,500
Cost of Revenues
Product sales.................................................. 3,600 3,600
Maintenance.................................................... 33,200 9,400
OEM license.................................................... 45,500 76,300
Amortization of Purchased Technology........................... 86,500 781,300
----------- -----------
Total Cost of Revenues....................................... 168,800 870,600
Gross Profit................................................. 1,633,000 (231,100)
----------- -----------
Operating Expenses:
Selling and marketing.......................................... 1,418,500 755,600
General and administrative..................................... 976,400 471,800
Research and development....................................... 548,500 573,000
----------- -----------
Total Operating Expenses..................................... 2,943,400 1,800,400
----------- -----------
Loss From Operations........................................... (1,310,400) (2,031,500)
Other Income (Expense):
Interest and other income..................................... 386,900 14,900
Interest and other expense.................................... ---- (6,600)
Loss on Long Term Investment - related party................... (55,500) ----
----------- -----------
Loss Before Provision for Income Taxes......................... (979,000) (2,023,200)
Provision for Income Taxes..................................... 800 800
----------- -----------
Net Loss....................................................... $ (979,800) $(2,024,000)
----------- -----------
Basic and Diluted Loss per Common Share........................ $(0.07) $(0.23)
=========== ===========
Weighted Average Common Shares Outstanding..................... 13,896,941 8,798,481
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
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GRAPHON CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss............................................................................. $ (979,800) $(2,024,000)
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation and amortization...................................................... 231,200 824,200
Amortization of deferred compensation.............................................. 335,000 41,700
Provision for doubtful accounts.................................................... 250,000 -------
Changes in operating assets and liabilities:
Accounts receivable............................................................... (1,567,300) (36,700)
Prepaid expenses and other assets................................................. 66,800 (11,900)
Accounts payable.................................................................. 81,200 300,600
Accrued expenses.................................................................. 263,900 (66,500)
Deferred revenue.................................................................. 26,300 (27,400)
----------- -----------
Net Cash Used In Operating Activities............................................ (1,292,700) (1,000,000)
----------- -----------
Cash Flows From Investing Activities:
Purchase of available-for-sale securities............................................ (5,355,600) ----
Capitalization of software development costs......................................... (294,300) ----
Captial expenditures................................................................. (217,000) (49,000)
Other assets......................................................................... (18,600) (13,800)
Purchase of technology............................................................... (170,000) ----
Investment in Related Party.......................................................... (3,444,500) ----
----------- -----------
Net Cash Used In Investing Activities............................................ (9,500,000) (62,800)
----------- -----------
Cash Flows From Financing Activities:
Repayment of convertible note payable................................................ ---- (475,000)
Net proceeds from issuance of common stock........................................... 12,171,400 1,805,800
Purchase and retirement of common stock.............................................. ---- (500)
----------- -----------
Net Cash Provided By Financing Activities........................................ 12,171,400 1,330,300
----------- -----------
Effect of exchange rate fluctuations on cash and
Cash equivalents.................................................................... (300) -----
Net Increase in Cash and Cash Equivalents............................................ 1,378,400 267,500
Cash and Cash Equivalents, beginning of period....................................... 8,481,500 1,798,400
----------- -----------
Cash and Cash Equivalents, end of period............................................ $ 9,859,900 $ 2,065,900
=========== ===========
</TABLE>
Supplemental Disclosure of Cash Flow Information:
We paid interest expense of $0 and $6,400 and income tax of $0 and
$800 during the three-month periods ended March 31, 2000 and March 31, 1999,
respectively.
See accompanying notes to financial statements.
4
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<TABLE>
<CAPTION>
GRAPHON CORPORATION
STATEMENT OF SHAREHOLDERS' EQUITY
Common Stock Additional
------------ Paid Deferred Comprehensive Accumulated
Shares Amount in Capital Compensation Loss Deficit Total
---------- ------------ ------------- ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, December 31,
1999.......................... 12,342,322 $1,200 $25,413,500 $(1,472,100) $ (4,400) $ (9,556,600) $14,381,600
Balance of information
is unaudited through
March 31,2000:
Issuance of common
stock due to the
exercise of warrants
and underwriter units,
net of costs of $167,600..... 2,273,156 300 12,171,100 --- --- --- 12,171,400
Deferred Compensation
Related to stock options...... --- --- 313,600 (313,600) --- --- ---
Amortization of deferred
compensation.................. --- --- --- 335,000 --- --- 335,000
Change in market value of
Available-for-sale
securities.................... --- --- --- --- (20,500) --- (20,500)
Net loss...................... --- --- --- --- --- (979,800) (979,800)
---------- ------- ----------- --------- -------- ----------- -----------
Balances, March 31, 2000 14,615,478 $1,500 $37,898,200 $(1,450,700) $(24,900) $(10,536,400) $25,887,700
========== ======= =========== ========= ======== =========== ===========
</TABLE>
See accompanying notes to financial statements.
5
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GRAPHON CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Merger with Unity First Acquisition Corp. and Basis of Presentation
On July 12, 1999, GraphOn Corporation, a California corporation ("GraphOn-
CA"), merged with and into Unity First Acquisition Corp., a Delaware corporation
("Unity"). Unity, as the surviving entity to the merger and the Registrant,
then changed its name to GraphOn Corporation ("GraphOn"), and the GraphOn-CA
management team continued in their existing roles at GraphOn. Pursuant to the
merger, each outstanding share of GraphOn-CA common stock was exchanged for
0.5576 shares of Unity common stock and each outstanding option and warrant to
purchase shares of GraphOn-CA common stock was exchanged for 0.5576 options or
warrants to purchase shares of Unity common stock. Additionally, GraphOn
received $5,425,000 in cash which had been placed into trust upon Unity's
initial public offering in November 1996 and released from trust upon
consummation of the merger. As of July 12, 1999, GraphOn-CA had outstanding
16,296,559 shares of common stock. As a result of the merger, the GraphOn-CA
shareholders acquired approximately 9,086,961 shares of Unity common stock, or
approximately 82.9% of the then outstanding Unity common stock. The merger was
accounted for as a capital transaction which is equivalent to the issuance of
stock by GraphOn-CA for Unity's net monetary assets of approximately $5,425,000,
accompanied by a recapitalization of GraphOn-CA.
The unaudited historical financial statements of GraphOn included herein have
been prepared in accordance with the instructions for Form 10-Q and, therefore,
do not include all information and footnotes necessary for a complete
presentation of GraphOn results of operations, financial position and cash
flows.
The unaudited financial statements included herein reflect all adjustments
(which include only normal, recurring adjustments) which are, in the opinion of
management, necessary to state fairly the results for the periods presented.
The results for the three months ended March 31, 2000 are not necessarily
indicative of the results expected for the full fiscal year.
2. Earnings Per Share
Basic earnings per share is calculated using the weighted average number of
shares outstanding during the period. Dilutive earnings per share is computed
on the basis of the weighted average number of common shares outstanding plus
the dilutive effect of outstanding stock options and warrants using the
"treasury stock" method and are not included since they are antidilutive.
As noted above, in July 1999, GraphOn-CA merged with and into Unity. All
references to share and per-share data for all periods presented have been
adjusted to give effect to the .5576 exchange of GraphOn-CA stock (See Note 1).
6
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GRAPHON CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
3. Stockholders' Equity
During the quarter ended March 31, 2000, a total of 51,777 shares of common
stock totaling $111,900 were issued to employees pursuant to the exercise by
those employees of stock options granted under the GraphOn 1998 stock option
plan. Additionally, we issued 2,221,379 shares of our common stock in
connection with the exercise of warrants, resulting in net cash proceeds of
$12,059,500.
4. Investments in Joint Venture
Investments in our China Joint Venture are accounted for by using the equity
method, under which the company's share of earnings (loss) from the joint
venture are reflected as income earned (lost) and dividends are credited against
the investment in the joint venture as received.
5. Litigation
In late 1996, we disclosed numerous aspects of our proprietary technology on a
confidential basis to Insignia Solutions plc, some of whose assets were later
acquired by Citrix Systems, Inc. When we learned of that acquisition in January
1998, we made inquiry of Citrix and Insignia seeking assurances that there had
been no potential misuse of our confidential information. On November 23, 1998,
Citrix instituted litigation in the United States District Court for the
Southern District of Florida seeking a judicial declaration that neither Citrix
nor Insignia had misappropriated or infringed upon our proprietary technology or
breached the non-disclosure agreement. We responded by filing a motion to
dismiss the action for lack of jurisdiction. On May 14, 1999, the court granted
our motion to dismiss the case. Citrix has appealed the dismissal of its case
to the United States Court of Appeals for the Eleventh Circuit, where the matter
is awaiting oral argument.
7
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GRAPHON CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
On October 4, 1999, Insignia filed a complaint against us in the Superior
Court of the State of California, Santa Clara County, alleging that we had
attempted to disrupt Insignia's sale to Citrix, on February 5, 1998, of assets
related to Insignia's NTRIGUE software product line. The complaint alleges
that, as a result of such efforts, Insignia was required by Citrix to place
$8.75 million in escrow to enable Citrix to deal with potential claims by us of
proprietary rights in the assets being sold. The complaint seeks unspecified
general and punitive damages. On December 13, 1999 we filed an answer denying
the material allegations in Insignia's complaint, and on May 10, 2000, the court
granted our motion for judgment on the pleadings as to Insignia's fifth cause of
action for attorney's fees.
On March 30, 2000, GraphOn filed an amended complaint in the Superior Court of
Santa Clara County alleging trade secret misappropriation and unfair competition
against Citrix Systems and Citrix Systems UK and alleging trade secret
misappropriation, breach of contract, fraud and unfair competition against
Insignia Solutions. The complaint alleges that Insignia improperly disclosed
GraphOn's proprietary technology to Citrix, thereby, among other things,
breaching Insignia's covenants not to disclose GraphOn's trade secrets. The
complaint also alleges that Citrix improperly acquired and incorporated
GraphOn's proprietary technology into its products and that Citrix knew or
should have known that the technology it purchased from Insignia was GraphOn's
proprietary technology. The complaint seeks unspecified compensatory and
exemplary damages from Citrix and Insignia.
8
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements
The following discussion of the financial condition and results of operations
of GraphOn Corporation contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including, but not limited to, those set forth
under "Risk Factors" elsewhere in this Quarterly Report and in other
documents filed by the Company with the Securities and Exchange Commission.
Overview
We develop, market, sell and support server-based software that is designed to
enable a diverse range of desktop computers to access server-based Windows and
UNIX applications from any location, over fast or slow Internet connections.
Our powerful and innovative software is creating an important paradigm shift in
how software is used. Utilizing our server-based architecture, organizations
can instantly provide web-based access to Windows, UNIX, and Linux applications
from anywhere in the world, because our technology allows universal access to
software regardless of the operating system, organizations are now free from
frequent and costly hardware and software updates.
We believe that this provides a significant advantage for our customers.
Independent software vendors (ISVs) can web-enable their applications while
retaining the rich look and feel that their customers expect to see.
Organizations can provide easy access to their own enterprise applications over
the corporate intranet with web browsers. Applications service providers (ASPs)
can serve up applications to their users regardless of display device and data
connection. In the fourth quarter of 1999, we introduced Bridges for Windows
which expanded our web-enabling solution beyond the UNIX and Linux world to
include the much larger Windows market as well.
Results of Operations for the Three-Month Period Ended March 31, 2000 Versus the
Three-Month Period Ended March 31, 1999
Revenues.
Total revenue for the three-month period ended March 31, 2000 increased by
$1,162,300, or 182%, to $1,801,800 from $639,500 for the same period in 1999.
Revenue for the three-month period ended March 31, 2000 was derived primarily
from OEM licensing fees and product sales. Licensing fees were approximately
$1,500,000 (including licensing fees from a related party of $500,000), and
product sales were approximately $210,000. Royalties were approximately $400,000
for the three-month period ended March 31, 1999.
9
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Cost of Revenues.
Amortization of purchased technology for the three-month period ended March
31, 2000 decreased by $694,800, or 89%, to $86,500 from $781,300 for the same
period in 1999. The decrease was due to various purchased technologies becoming
fully amortized during 1999.
Sales and Marketing Expenses.
Sales and marketing expenses for the three-month period ended March 31, 2000
increased by $662,900, or 88%, to $1,418,500 from $755,600 for the same period
in 1999. Sales and marketing expenses primarily consist of salaries, sales
commissions, travel expenses, trade show related activities, promotional, and
advertising costs. The increase was primarily due to increases in trade show,
promotional and public relations activities as well as increased commissions and
the amortization of non-cash compensation.
General and Administrative.
General and administrative expenses for the three-month period ended March 31,
2000 increased by $504,600, or 107%, to $976,400 from $471,800 for the same
period in 1999. General and administrative expenses primarily consist of
salaries, legal and professional services, and bad debt expense. In addition,
our corporate rent, utilities and administrative employee benefits are included
in general and administrative expenses. The increase was primarily due to an
increase in the provision for doubtful accounts, legal fees in connection with
ongoing litigation, and accounting fees.
Research and Development.
Research and development expenses for the three-month period ended March 31,
2000 decreased by $24,500, or 4%, to $548,500 from $573,000 for the same period
in 1999. Research and development expenses consist primarily of salaries and
benefits to software engineers, supplies and payments to contract programmers
and rent on facilities.
Interest and Other Income.
Interest and other income for the three-month period ended March 31, 2000
increased by $372,000, or 2,497%, to $386,900 from $14,900 for the same period
during 1999. Interest and other income consists primarily of interest income on
excess cash, and interest and dividend income on available for sale securities.
The primary reason for the increase was due to interest and dividend income
earned on substantially higher amounts of excess cash and available for sale
securities on-hand during 2000 as compared with 1999. A one time relocation
assistance payment of $85,000 received from the city of Campbell in conjunction
with our move to Morgan Hill also contributed to the increase.
Loss on Long Term Investments - Related Party
Loss on Long-Term Investment - Related Party for the three-month period ended
March 31, 2000 was $55,500.
10
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This loss reflects recognition of our share of the operating results of the
China Joint Venture, which began operations in March 2000.
Net Loss
As a result of the foregoing items, net loss for the three month period ended
March 31, 2000 was $979,800, a decrease of $1,044,200, or 52%, from a net loss
of $2,024,000 for the same period during 1999.
Liquidity and Capital Resources
In September 1998, we commenced a private placement of shares of our common
stock and warrants. In January 1999, a convertible note in the amount of
$475,000 was repaid from the net proceeds of the final closing of this private
placement of securities whereby we received additional net proceeds of
$1,708,600 in consideration of 1,095,053 shares of our common stock and warrants
to purchase an additional 219,010 shares of our common stock.
In February 1999, we sold 62,525 shares of our common stock and warrants to
purchase an additional 676 shares of our common stock, for gross proceeds of
$97,200.
On July 12, 1999, we completed a merger with Unity First Acquisition Corp.
pursuant to which each share of our common stock was exchanged for 0.5576 shares
of Unity common stock and each outstanding option and warrant to purchase our
common stock was exchanged for options or warrants to purchase 0.5576 shares of
Unity common stock. The transaction was a forward merger with Unity surviving
the merger and changing its name to GraphOn Corporation and with GraphOn's
management team continuing in their existing roles. The merger provided us with
$5,425,000 in net cash proceeds, which was previously held in trust for Unity
until it consummated a merger with an operating business.
In December 1999, we issued 1,353,028 shares of our common stock in connection
with the exercise of underwriter units and warrants, resulting in net cash
proceeds of $8,402,000.
During the quarter ended March 31, 2000, we issued 2,273,156 shares of our
common stock in connection with the exercise of underwriter units and warrants,
resulting in net cash proceeds of $12,171,400.
Accounts receivable as of March 31, 2000 increased, net of the Allowance for
Doubtful Accounts, by $1,317,300, or 79%, to $2,987,900 from $1,670,600 as of
December 31, 1999. The primary reason for the increase is due to the nature of
our OEM licensing royalty agreements whereby the royalty payments generally are
not due until 30 days after the quarter end. As of March 31, 2000, accounts
receivable were $2,000,000 and $987,900 from related and unrelated parties,
respectively, against which we have recorded reserves of $275,000.
As of March 31, 2000, capitalized software increased by $243,800, or 110%, to
$465,600 from $221,800 as of December 31, 1999. This increase represents
capitalized software engineering costs, net of costs amortized to Cost of
Revenues. Capitalized software represents
11
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the unamortized portion of capitalized software engineering costs and is
generally amortized over a three-year period.
In March, 2000 we funded our China Joint Venture with $3,500,000. Our initial
investment is offset by the recognition of our share of the China Joint Venture
operations for the three-month period ended March 31, 2000.
Accounts payable and accrued expenses as of March 31, 2000 increased by
$345,100, or 48%, to $1,068,800 from $723,700 as of December 31, 1999. The main
reasons for the increase were accrued legal fees associated with ongoing
litigation and accrued accounting and printing fees associated with our public
filings made during the quarter ended March 31, 2000.
As of March 31, 2000, we had cash and cash equivalents of $9,859,900 as well
as $7,362,700 in available-for-sale securities compared to total liabilities of
$1,068,800, exclusive of deferred revenue of $145,300.
We anticipate that cash balances as of March 31, 2000, as well as anticipated
revenue from operations, will be sufficient to meet our working capital and
capital expenditure needs through the next twelve months.
Year 2000 Compliance
We have experienced no material product or system failures or disruptions to
date, stemming from year 2000 issues.
Adoption of New Accounting Pronouncements
In February 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 132, "EMPLOYER'S DISCLOSURE ABOUT
PENSIONS AND OTHER POSTRETIREMENT BENEFITS," which standardizes the disclosure
requirements for pension and other post-retirement benefits. The adoption of
SFAS No. 132 did not impact our disclosures.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 requires companies to recognize
all derivative contracts as either assets or liabilities in the balance sheet
and to measure them at fair value. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative instruments and Hedging Activities--Deferring the
Effective Date of FASB Statement No. 133," which amends SFAS No. 133 to be
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000.
Historically, we have not entered into derivative contracts either to hedge
existing risks or for speculative purposes. Accordingly, we do not expect
adoption of the new standard to have a material impact on our results of
operations, financial position or cash flows.
Recently Issued Accounting Standards and Pronouncements Not Yet Adopted
In December 1999, the Staff Accounting Bulletin (SAB) No. 101 was released
which provides guidance on the recognition, presentation, and disclosure of
revenue in financial statements. Management believes that the guidance will not
materially impact our disclosures.
Risk Factors
The risks and uncertainties described below are not the only ones facing our
company. Additional risks and uncertainties not presently known to us or risks
that we do not consider significant may also impair our business. This document
also contains forward-looking statements that involve risks and uncertainties,
and actual results may differ materially from the results we discuss in the
forward-looking
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statements. If any of the following risks actually occur, they could have a
severe negative impact on our financial results and stock price.
We Have A History Of Operating Losses And Expect These Losses To Continue And
Increase, At Least For The Near Future.
We have experienced significant losses since we began operations. We expect to
continue to incur significant losses for the foreseeable future. We incurred net
losses of approximately $979,800 for the quarter ended March 31, 2000 and
$2,024,000 for the quarter ended March 31, 1999. We expect our expenses to
increase as we expand our business but cannot assure you that our revenues will
increase as a result of increased spending. If revenues grow more slowly than
anticipated, or if operating expenses exceed expectations, we may not become
profitable. Even if we become profitable, we may be unable to sustain
profitability.
Our Operating Results In One Or More Future Periods Are Likely To Fluctuate
Significantly And May Fail To Meet Or Exceed The Expectations Of Securities
Analysts Or Investors
Our operating results are likely to fluctuate significantly in the future on a
quarterly and on an annual basis due to a number of factors, many of which are
outside our control. Factors that could cause our revenues to fluctuate include
the following:
. the degree of success of new products;
. variations in the timing of and shipments of our products;
. variations in the size of orders by our customers;
. increased competition;
. the proportion of overall revenues derived from different sales
. channels such as distributors, OEMs and others;
. changes in our pricing policies or those of our competitors;
. the financial stability of major customers;
. new product introductions or enhancements by us or by competitors;
. delays in the introduction of products or product enhancements by
. us or by competitors;
. any changes in operating expenses; and
. general economic conditions and economic conditions specific to the
. software industry.
In addition, our royalty and license revenues are impacted by fluctuations in
OEM licensing activity from quarter to quarter which may involve one-time
royalty payments and license fees. Our expense levels are based, in part, on
expected future orders and sales. Therefore, if orders and sales levels are
below expectations, our operating results are likely to be materially adversely
affected.
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Additionally, because a significant portion of our expenses are fixed, a
reduction in sales levels may disproportionately affect our net income. Also, we
may reduce prices or increase spending in response to competition or to pursue
new market opportunities. Because of these factors, our operating results in one
or more future periods may fail to meet or exceed the expectations of securities
analysts or investors. In that event, the trading price of our common stock
would likely decline.
Our Failure To Adequately Protect Our Proprietary Rights May Adversely Affect Us
Our commercial success is dependent, in large part, upon our ability to
protect our proprietary rights. We rely on a combination of patent, copyright
and trademark laws, and on trade secrets and confidentiality provisions and
other contractual provisions to protect our proprietary rights. These measures
afford only limited protection. We cannot assure you that measures we have taken
will be adequate to protect us from misappropriation or infringement of our
intellectual property. Despite our efforts to protect proprietary rights, it may
be possible for unauthorized third parties to copy aspects of our products or
obtain and use information that we regard as proprietary. In addition, the laws
of some foreign countries do not protect our intellectual property rights as
fully as do the laws of the United States. Furthermore, we cannot assure you
that the existence of any proprietary rights will prevent the development of
competitive products. The infringement upon or loss of any proprietary rights,
or the development of competitive products despite such proprietary rights,
could have a material adverse effect on our business.
We Face Risks Of Claims From Third Parties For Intellectual Property
Infringement That Could Adversely Affect Our Business
At any time, we may receive communications from third parties asserting that
features or content of our products may infringe upon their intellectual
property rights. Any such claims, with or without merit, and regardless of their
outcome, may be time consuming and costly to defend. We may not have sufficient
resources to defend such claims and they could divert management's attention and
resources, cause product shipment delays or require us to enter into new royalty
or licensing agreements. New royalty or licensing agreements may not be
available on beneficial terms, and may not be available at all. If a successful
infringement claim is brought against us and we fail to license the infringed or
similar technology, our business could be materially adversely affected.
Our Business Significantly Benefits From Strategic Relationships And There Can
Be No Assurance That Such Relationships Will Continue In The Future
Our business and strategy relies to a significant extent on our strategic
relationships with other companies. There is no assurance that we will be able
to maintain or develop any of these relationships or to replace them in the
event any of these relationships are terminated. In addition, any failure to
renew or
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<PAGE>
extend any licenses between us and any third party may adversely affect our
business.
Because Our Market Is New And Emerging, We Cannot Accurately Predict Its Future
Growth Rate Or Its Ultimate Size, And Widespread Acceptance Of Our Products Is
Uncertain
The market for server-based software, which enables programs to be accessed
and run with minimal memory resident on a desktop computer or remote user
device, still is emerging, and we cannot assure you that our products will
receive broad-based market acceptance or that this market will continue to grow.
Additionally, we cannot accurately predict our market's future growth rate or
its ultimate size. Even if server-based software products achieve market
acceptance and the market for these products grows, we cannot assure you that we
will have a significant share of that market. If we fail to achieve a
significant share of the server-based software market or if such market does not
grow as anticipated, our business, results of operations and financial condition
may be adversely affected.
We Rely On Indirect Distribution Channels For Our Products And May Not Be Able
To Retain Existing Reseller Relationships Or To Develop New Reseller
Relationships
Our products primarily are sold through several distribution channels. An
integral part of our strategy is to strengthen our relationships with resellers
such as value-added resellers, distributors, OEMs, systems integrators and other
vendors to encourage these parties to recommend or distribute our products and
to add resellers both domestically and internationally. We currently invest in
and intend to continue to invest significant resources to expand our sales and
marketing capabilities. We cannot assure you that we will be able to attract
and/or retain resellers to market our products effectively. Our inability to
attract resellers and the loss of any current reseller relationships could have
a material adverse effect on our business, results of operations and financial
condition. Additionally, we cannot assure you that resellers will devote enough
resources to provide effective sales and marketing support to our products.
The Bankruptcy On November 15, 1991 Of A Predecessor Company May Expose Us To
Creditors' Claims Of Up To $2.23 Million And Interest, If Any
On November 15, 1991, GraphOn-CA filed for reorganization under Chapter 11 of
the United States Bankruptcy Code and, later, submitted a Debtor's Proposed
Amended Plan of Reorganization. The plan was confirmed by order of the
bankruptcy court on July 11, 1994 and the court established a plan of payment
for the benefit of our creditors. Under the bankruptcy court order, we
established a disbursement account into which 50% of the ongoing terminal
royalties we receive from OEMs with whom we had a current relationship must be
deposited to pay named creditors. For all but one unsecured creditor, payments
from the disbursement account were ordered to continue up to the earlier of:
. the limit of our liability to each unsecured creditor; or
15
<PAGE>
. through the year 2000.
However, the largest unsecured creditor's claim, which currently totals
approximately $964,000, must be paid from available funds, if any, in the
disbursement account until such amount is fully paid. Our total remaining
liability under the bankruptcy, as of June 30, 1999, is limited to the lesser
of:
. approximately $2,230,000; or
. 50% of future ongoing terminal royalties we receive from the OEMs.
To date, only royalties received pursuant to some of our license agreements
existing at the time of the bankruptcy have been deposited into the disbursement
account, and we have not deposited into such account or paid creditors out of
royalties received or currently received on our subsequently developed and
licensed server-based technology. We believe that our royalty payment
obligations under the bankruptcy court order relate only to licenses in place as
of July 11, 1994, and no payments to creditors have been made since November 14,
1997. We cannot assure you that a court will not interpret our obligation to
include payments to the disbursement account from royalties earned from
subsequent licenses of the server-based technology or licenses that we secure in
the future, or that our current technology will not be deemed derivative of our
technology existing at July 11, 1994. Consequently, we cannot assure you that we
will not be required to repay creditors referenced in the bankruptcy proceedings
the full amount of our liability, which is approximately $2,230,000, and
interest on any payments that a court deems to be owed based upon a ruling that
our interpretation is wrong. In addition, we cannot guarantee you that a
creditor will not assert a claim for payment out of the royalties from
subsequent licenses of the server-based technology. Such claims could be costly
and time-consuming for us. If any of these events takes place, it could have a
material adverse effect on our business, financial condition and results of
operations.
Our Failure To Manage Expanding Operations Could Adversely Affect Us.
To exploit the emerging server-based software market, we must rapidly execute
our business strategy and further develop products while managing our
anticipated growth in operations. To manage our growth, we must:
. continue to implement and improve our operational, financial and management
information systems;
. hire and train additional qualified personnel;
. continue to expand and upgrade core technologies;
. effectively manage multiple relationships with various licensees,
. consultants, strategic and technological partners and other third parties.
We cannot assure you that our systems, procedures, personnel or controls will
be adequate to support our operations or that
16
<PAGE>
management will be able to execute strategies rapidly enough to exploit the
market for our products and services. Our failure to manage growth effectively
or execute strategies rapidly could have a material adverse effect on our
business, financial condition and results of operations.
Competition For Key Management And Other Personnel In Our Industry Is Intense,
And We May Not Be Successful In Attracting And Retaining These Personnel.
Our success and business strategy is dependent in large part on our ability to
attract and retain key management and other personnel. Such individuals are in
high demand and often have competing employment offers. In particular, our
success depends on our ability to retain the services of Mr. Walter Keller, our
President and Chief Executive Officer, and Ms. Robin Ford, our Executive Vice
President of Marketing and Sales. We have entered into employment agreements
with these individuals that each contain non-competition and confidentiality
covenants. We currently anticipate the need to attract additional sales,
marketing, financial and software engineer personnel in the near future.
Competition for such personnel in the computer software and services industry is
intense, and therefore, we cannot assure you we will be able to attract or
retain such personnel. The loss of the services of one or more members of our
management group or the inability to retain or hire additional personnel as
needed may have a material adverse effect on our business.
The Market In Which We Participate Is Highly Competitive And Has More
Established Competitors.
The market we participate in is intensely competitive, rapidly evolving and
subject to technological changes. We expect competition to increase as other
companies introduce additional competitive products. In order to compete
effectively, we must continually develop and market new and enhanced products
and market those products at competitive prices. As markets for our products
continue to develop, additional companies, including companies in the computer
hardware, software and networking industries with significant market presence,
may enter the markets in which we compete and further intensify competition. A
number of our current and potential competitors have longer operating histories,
greater name recognition and significantly greater financial, sales, technical,
marketing and other resources than we do. We cannot assure you that our
competitors will not develop and market competitive products that will offer
superior price or performance features or that new competitors will not enter
our markets and offer such products. We believe that we will need to invest
increasing financial resources in research and development to remain competitive
in the future. Such financial resources may not be available to us at the time
or times that we need them or upon terms acceptable to us. We cannot assure you
that we will be able to establish and maintain a significant market position in
the face of our competition and our failure to do so would adversely affect our
business.
17
<PAGE>
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We are not exposed to financial market risks from changes in foreign currency
exchange rates or changes in interest rates and do not use derivative financial
instruments. A substantial majority of our revenue and capital spending is
transacted in U.S. dollars. However, in the future, we may enter into
transactions in other currencies. An adverse change in exchange rates would
result in a decline in income before taxes, assuming that each exchange rate
would change in the same direction relative to the U.S. dollar. In addition to
the direct effects of changes in exchange rates, such changes typically affect
the volume of sales or foreign currency sales price as competitors' products
become more or less attractive.
18
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.
Reference is made to note 5 to the unaudited financial statements comprising a
portion of this report.
ITEM 2. Changes in Securities and Use of Proceeds.
On February 15, 2000 we issued options to purchase 135,000 shares of our
common stock, at an exercise price of $15.62 per share, to one employee pursuant
to our 1998 Stock Option/Stock Issuance Plan.
The grant of such stock options to the employee was not registered under the
Securities Act of 1933 because the stock options either did not involve an offer
or sale for purposes of Section 2(a)(3) of the Securities Act of 1933, in
reliance on the fact that the stock options were granted for no consideration,
or were offered and sold in transactions not involving a public offering, exempt
from registration under the Securities Act of 1933 pursuant to Section 4(2) and
in compliance with Rule 506 thereunder.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule.
(b) Reports of Form 8-K.
We filed no reports on Form 8-K during the first quarter of the
year ending December 31, 2000.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
GraphOn Corporation
(Registrant)
Date: May 15, 2000
By: /s/ Walter Keller
_________________________________
Walter Keller,
Chief Executive Officer and President
(Principal Executive Officer)
Date: May 15, 2000
By: /s/ William Swain
_________________________________
William Swain,
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
20
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<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-30-2000
<CASH> 9,859,900
<SECURITIES> 7,362,700
<RECEIVABLES> 3,262,900
<ALLOWANCES> 275,000
<INVENTORY> 0
<CURRENT-ASSETS> 20,508,000
<PP&E> 981,600
<DEPRECIATION> 284,100
<TOTAL-ASSETS> 27,101,800
<CURRENT-LIABILITIES> 1,214,000
<BONDS> 0
0
0
<COMMON> 1,500
<OTHER-SE> 25,886,200
<TOTAL-LIABILITY-AND-EQUITY> 27,101,800
<SALES> 1,801,800
<TOTAL-REVENUES> 1,801,800
<CGS> 168,800
<TOTAL-COSTS> 168,800
<OTHER-EXPENSES> 2,943,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (979,800)
<INCOME-TAX> 800
<INCOME-CONTINUING> (979,800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (979,800)
<EPS-BASIC> (0.07)
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