<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Quarterly Period Ended September 30, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Transition Period from __________ to ____________ .
Commission File Number: 000-27687
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BSQUARE CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1650880
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3150 139TH AVENUE SE, SUITE 500, BELLEVUE WA 98005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 519-5900
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 [ ] No [X].
As of October 27, 1999, there were 32,244,019 shares of the registrants'
common stock outstanding.
Page 1 of 29 pages.
Exhibit Index at Page 25.
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BSQUARE CORPORATION
FORM 10-Q
For the Quarterly Period Ended September 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements 3
Condensed Consolidated Balance Sheets -
September 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Income
and Comprehensive Income -Three and Nine
Months Ended September 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 22
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 22
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 6. Exhibits and Reports on Form 8-K 23
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BSQUARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,919 $ 5,324
Short-term investments 3,000 1,582
Restricted cash 18,702 --
Accounts receivable, net 6,256 5,487
Prepaid expenses and other current assets 387 289
Deferred income tax asset 1,063 237
-------- --------
Total current assets 35,327 12,919
Furniture, equipment and leasehold improvements, net 3,950 3,061
Deposits and other assets 425 178
-------- --------
Total assets $ 39,702 $ 16,158
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term obligations $ 157 $ 157
Accounts payable 715 676
Accrued expenses 3,916 1,639
Deferred revenue 1,236 167
-------- --------
Total current liabilities 6,024 2,639
Long-term obligations, net of current portion 171 289
Deferred income taxes payable, net of current portion 111 111
-------- --------
Total liabilities 6,306 3,039
-------- --------
Mandatorily redeemable convertible Series A Preferred stock,
no par value: authorized 10,000,000 shares, issued and
outstanding, 8,333,333 shares in 1999 and 1998, preference
in liquidation of $15,000,000 14,504 14,417
Common stock, no par value: 1,518,378 shares
outstanding, subject to redemption rights 18,689 --
-------- --------
39,499 17,456
-------- --------
Shareholders' equity (deficit):
Common stock, no par value: authorized 50,000,000
shares, issued and outstanding, 18,360,933 shares
in 1999 and 18,161,605 in 1998 3,241 2,123
Deferred stock option compensation (1,014) (401)
Subscription receivable (26) --
Cumulative foreign currency translation adjustment (14) 5
Accumulated deficit (1,984) (3,025)
-------- --------
Total shareholders' equity (deficit) 203 (1,298)
-------- --------
Total liabilities and shareholders' equity $ 39,702 $ 16,158
======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
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BSQUARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- --------------------
1999 1998 1999 1998
-------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C>
Revenue:
Service $ 9,637 $ 6,334 $ 27,485 $ 16,515
Product 396 245 1,091 866
-------- -------- -------- --------
Total revenue 10,033 6,579 28,576 17,381
-------- -------- -------- --------
Cost of revenue:
Service 4,855 2,978 13,646 7,885
Product 104 9 212 130
-------- -------- -------- --------
Total cost of revenue 4,959 2,987 13,858 8,015
-------- -------- -------- --------
Gross profit 5,074 3,592 14,718 9,366
-------- -------- -------- --------
Operating expenses:
Research and development 1,522 1,023 4,482 2,475
Selling, general and administrative 3,202 1,373 8,438 3,991
-------- -------- -------- --------
Total operating expenses 4,724 2,396 12,920 6,466
-------- -------- -------- --------
Income from operations 350 1,196 1,798 2,900
Interest income (expense) net: 77 58 207 237
-------- -------- -------- --------
Income before income taxes 427 1,254 2,005 3,137
Provision for income taxes 165 452 877 1,118
-------- -------- -------- --------
Net income $ 262 $ 802 $ 1,128 $ 2,019
======== ======== ======== ========
Foreign currency translation adjustment (47) -- 19 --
-------- -------- -------- --------
Comprehensive net income $ 215 $ 802 $ 1,147 $ 2,019
======== ======== ======== ========
Basic earnings per share $ 0.01 $ 0.04 $ 0.06 $ 0.11
======== ======== ======== ========
Weighted average shares outstanding used to
compute basic earnings per share 18,583 18,114 18,333 18,446
======== ======== ======== ========
Diluted earnings per share $ 0.01 $ 0.03 $ 0.04 $ 0.07
======== ======== ======== ========
Weighted average shares outstanding to
compute diluted earnings per share 29,539 27,850 28,545 27,266
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
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BSQUARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1999 1998
-------- --------
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,128 $ 2,019
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization 1,645 654
Deferred income taxes (923) (105)
Stock and stock option compensation 437 124
Amortization of deferred financing costs 6 11
Changes in operating assets and liabilities:
Accounts receivable (771) (2,179)
Prepaid expenses and other current assets (212) (24)
Deposits and other assets (240) (96)
Accounts payable and accrued expenses 2,012 144
Deferred revenue 1,069 (234)
-------- --------
Net cash provided by operating activities 4,151 314
-------- --------
Cash flows from investing activities:
Purchases of furniture, equipment and leasehold
improvements (1,994) (1,504)
Purchase of short-term investments, net (1,417) (1,582)
-------- --------
Net cash used in investing activities (3,411) (3,086)
-------- --------
Cash flows from financing activities:
Repayment of shareholder notes payable -- (1,743)
Payments on long-term obligations (118) --
Repurchase of common stock -- (6,000)
Deferred financing costs (25) --
Proceeds from exercise of stock options 41 5
Net proceeds from sale of common stock 18,689 --
Net proceeds from issuance of Series A Preferred Stock -- 14,307
-------- --------
Net cash provided by financing activities 18,587 6,569
-------- --------
Effect of exchange rate changes on cash (30) (5)
-------- --------
Net increase in cash and cash equivalents 19,297 3,792
Cash and cash equivalents, beginning of period 5,324 2,286
-------- --------
Cash, restricted cash, and cash equivalents, end of period $ 24,621 $ 6,078
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
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BSQUARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by
BSQUARE Corporation (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission and include the accounts of the Company.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of the Company, the unaudited financial statements reflect all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the Company's financial position at September 30, 1999, its
operating results for the three and nine-months ended September 30, 1999 and
1998 and cash flows for the nine months ended September 30, 1999 and 1998. These
financial statements and the notes should be read in conjunction with the
Company's financial statements and notes thereto contained in the Company's
Registration Statement on Form S-1 (File No. 333-85351) filed with the
Securities and Exchange Commission. Interim results are not necessarily
indicative of results for a full year.
2. SALE OF COMMON STOCK TO VULCAN VENTURES
In September 1999, the Company sold 1,518,378 shares of common stock to
Vulcan Ventures Incorporated for approximately $18.7 million. In connection with
its purchase of common stock, Vulcan Ventures Incorporated is entitled to rights
with respect to the registration of such shares under the Securities Act. If the
Company proposes to register any of its shares under the Securities Act, either
for its own account or for the account of other security holders exercising
registration rights, Vulcan Ventures is entitled to notice of the registration
and to include their shares of common stock in the registration at the Company's
expense. Vulcan Ventures' registration rights are subject to the right of the
underwriters of an offering to limit the number of shares included in such
registration. Vulcan Ventures' registration rights terminate when Vulcan
Ventures can sell its registrable shares pursuant to Rule 144 without
restriction.
The stock purchase agreement also provided that if a registration
statement registering shares of the Company's common stock for sale in an
initial public offering, pursuant to which the Company's Series A Preferred
Stock is converted to common stock, was not declared effective by the Securities
and Exchange Commission on or before December 15, 1999, Vulcan Ventures could
have demanded that up to 100% of their common shares be redeemed by the Company.
This redemption right terminated upon the effectiveness of the registration
statement filed in connection with the Company's initial public offering on
October 19, 1999. Pursuant to this redemption right, all proceeds received from
the sale of stock to Vulcan Ventures were held in a restricted bank account at
September 30, 1999.
3. INITIAL PUBLIC OFFERING
On October 25, 1999, the Company closed the sale and issuance of
4,000,000 shares of its common stock at an initial public offering price of $15
per share. Also available for sale in this offering were 600,000 shares held by
selling shareholders, sold upon the exercise of the underwriters' over allotment
option. The net proceeds to the Company from the offering, net of offering costs
were approximately $54.5 million. Concurrent with the closing of the initial
public offering, each outstanding share of the Company's convertible preferred
stock was automatically converted into shares of common stock.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
BSQUARE provides a broad range of software products and services that
facilitate the integration of Windows CE into a variety of intelligent computing
devices and enhance the functionality of these devices. We began operations in
July 1994, generated our first revenue in October 1994 and shipped our first
product in November 1996. Through late 1997, we provided software engineering
services directly to semiconductor vendors. In late 1997, Microsoft decided to
contract with us to provide our services to the semiconductor customers with
whom we had previously contracted directly. As a result, we began to experience
a shift from providing services directly to semiconductor vendors to contracting
directly with Microsoft for the benefit of these companies. This shift was
completed in the second quarter of 1998.
Beginning in early 1999, we expanded our marketing and sales force to
penetrate the growing market for our products and services. These investments
have significantly increased our operating expenses, contributing to reduced
profitability compared to 1997. We anticipate that our operating expenses will
increase substantially for the foreseeable future as we expand our product
development, sales and marketing and professional services staff. If we fail to
increase our revenue to keep pace with these increased expenses, we may
experience quarterly losses.
To date, we have derived substantially all of our revenue from the
provision of services to Microsoft, semiconductor vendors and original equipment
manufacturers. We also generate product revenue from software sales and royalty
licenses. We perform our services under both time-and-materials contracts and
fixed-fee contracts. We also receive a small portion of service revenue from the
provision of contract support services upon the purchase of our software
products. We sell our packaged software products through standard retail
channels, our direct sales force and through indirect channels, such as
resellers. In addition, we receive royalty payments from original equipment
manufacturers related to the bundling of our software on their intelligent
computing devices and, more recently, from the license to them of software
products contained in our intelligent computing device integration tool kits.
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<PAGE> 8
RESULTS OF OPERATIONS
The following table presents certain financial data as a percentage of
total revenue for the three and nine-month periods ended September 30, 1999 and
1998. Our historical operating results are not necessarily indicative of the
results for any future period.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Service 96% 96% 96% 95%
Product 4 4 4 5
--- --- --- ---
Total revenue 100% 100% 100% 100%
--- --- --- ---
Cost of revenue:
Service 48 45 47 45
Product 1 -- 1 1
--- --- --- ---
Total cost of revenue 49 45 48 46
--- --- --- ---
Gross margin 51 55 52 54
--- --- --- ---
Operating expenses:
Research and development 15 16 16 14
Selling, general and administrative 32 21 29 23
--- --- --- ---
Total operating expenses 47 37 45 37
--- --- --- ---
Income from operations 4 18 7 17
Interest income (expense) net: 1 1 1 1
--- --- --- ---
Income before income taxes 5 19 8 18
Provision for income taxes 2 7 4 6
--- --- --- ---
Net income 3% 12% 4% 12%
=== === === ===
</TABLE>
REVENUE
Revenue consists of service and product revenue, which includes software
license fees and royalties. Total revenue increased 53% from $6.6 million for
the three months ended September 30, 1999 to $10.0 million for the three months
ended September 30, 1999. Total revenue increased 64% from $17.4 million for the
nine months ended September 30, 1998 to $28.6 million for the nine months ended
September 30, 1999. Microsoft accounted for 80% and 90% of total revenue for the
three-month periods ended September 30, 1998 and 1999, respectively and 75% and
88% of total revenue for the nine-month periods ended September 30, 1998 and
1999, respectively. These increases were the result of the completion of the
shift, in 1998, from providing engineering services directly to semiconductor
vendors to providing such services to Microsoft for the benefit of such vendors.
We anticipate that we will continue to receive a substantial portion of our
revenue from the provision of services to Microsoft. Revenue outside of the U.S.
totaled $195,000 and $399,000 for the three months ended September 30, 1998 and
1999, respectively, and $739,000 and $670,000 for the nine months ended
September 30, 1998 and 1999, respectively.
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<PAGE> 9
SERVICE REVENUE. Service revenue increased 52% from $6.3 million for the
three months ended September 30, 1998 to $9.6 million for the three months ended
September 30, 1999. Service revenue increased 66% from $16.5 million for the
nine months ended September 30, 1998 to $27.5 million for the nine months ended
September 30, 1999. This increase was due to an increase in the number and size
of consulting service projects. As a percentage of total revenue, service
revenue did not change materially.
PRODUCT REVENUE. Product revenue increased 62% from $245,000 for the
three months ended September 30, 1998 to $396,000 for the three months ended
September 30, 1999. Product revenue increased 26% from $866,000 for the nine
months ended September 30, 1998 to $1.1 million for the nine months ended
September 30, 1999. This increase resulted primarily from an increase in sales
of pre-packaged application products and the newly introduced CE Validator
quality assurance test suite. As a percentage of total revenue, product revenue
did not change materially.
COST OF REVENUE
COST OF SERVICE REVENUE. Cost of service revenue consists primarily of
salaries and benefits for software developers and quality assurance personnel,
plus an allocation of facilities and depreciation costs. Cost of service revenue
increased 63% from $3.0 million for the three months ended September 30, 1998 to
$4.9 million for the three months ended September 30, 1999. Cost of service
revenue increased 73% from $7.9 million for the nine months ended September 30,
1998 to $13.6 million for the nine months ended September 30, 1999. The increase
in absolute dollars resulted primarily from the hiring and training of
additional employees to support an increased number of projects. At September
30, 1998 and 1999, respectively, we had approximately 146 and 210 employees,
respectively, engaged in engineering consulting. Cost of service revenue as a
percentage of related service revenue was 47% and 50% for the three months ended
September 30, 1998 and 1999, and 48% and 50% for the nine months ended September
30, 1998 and 1999, respectively. The increase in cost of service revenue as a
percentage of the related service revenue in 1999 was primarily the result of an
increase in software engineering salaries due to competitive employee recruiting
and retention pressures in the greater-Seattle area.
COST OF PRODUCT REVENUE. Cost of product revenue consists of license
fees and royalties for third party software, product media, product duplication
and manuals. Cost of product revenue increased from $9,000 for the three-months
ended September 30, 1998 to $104,000 for the three months ended September 30,
1999. Cost of product revenue increased from $130,000 for the nine months ended
September 30, 1998 to $212,000 for the nine months ended September 30, 1999. As
a percent of product revenue, cost of product sales was 4% for the three months
ended September 30, 1998 and 26% for the same period in 1999. For the nine-month
periods, cost of product sales as a percent of product revenue was 15% in 1998
and 19% in 1999. The increase in cost of sales relates to a change in mix of
product sales from royalties received from original equipment manufacturers for
license of applications in 1998, to a higher proportion of pre-packaged BSQUARE
and third-party applications in 1999.
OPERATING EXPENSES
RESEARCH AND DEVELOPMENT. Research and development expenses consist
primarily of salaries and benefits for software developers, quality assurance
personnel, program managers and an allocation of our facilities and
depreciation costs. Research and development expenses increased 49% from $1.0
million for the three months ended September 30, 1998 to $1.5 million for the
three months ended September 30, 1999. Research and development expenses
increased 81% from $2.5 million for the nine months ended September 30, 1998 to
$4.5 million for the nine months ended September 30, 1999. This increase
resulted from an increase in the number of software developers and quality
assurance personnel to expand our product offerings and to support development
and testing activities. Research and development expenses represented 16% and
15% of our total revenue for the three months ended September 30, 1998 and 1999,
respectively, and represented 14% and 16% for the nine months ended September
30, 1998 and 1999, respectively. The increase in 1999 research and development
expenses as a percentage of total revenue during the nine-month period primarily
reflects the more rapid increase of our investment in product development
activities as compared to the growth in revenue during this period. We
anticipate that research and development expenses will continue to increase in
absolute dollars in future periods.
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<PAGE> 10
SELLING, GENERAL AND ADMINISTRATIVE. Selling expenses are comprised of
salaries and benefits earned by sales and marketing personnel, travel expenses,
corporate advertising and promotional expenses, plus an allocation of facilities
and depreciation costs. General and administrative expenses consist primarily of
salaries, benefits and related costs for our executive, finance, legal,
administrative and information services personnel and professional service fees.
Selling expenses increased 184% from $449,000 for the three months ended
September 30, 1998 to $1.3 million for the three months ended September 30,
1999. Selling expenses increased 104% from $1.4 million for the nine months
ended September 30, 1998 to $2.9 million for the nine months ended September 30,
1999. This increase resulted primarily from our continued investment in sales
and marketing infrastructure, both domestically and internationally, which
included significant personnel-related expenses, travel expenses and related
facility and equipment costs, as well as increased marketing activities,
including tradeshows, public relations and other promotional expenses. Selling
expenses represented 7% and 13% of our total revenue for the three months ended
September 30, 1998 and 1999, respectively, and represented 8% and 10% of total
revenue for the nine months ended September 30, 1998 and 1999, respectively. We
anticipate that sales and marketing expenses will increase in absolute dollars
in future periods as we expand our sales and marketing staff both domestically
and internationally.
General and administrative expenses increased 109% from $924,000 for the
three months ended September 30, 1998 to $1.9 million for the three months ended
September 30, 1999. General and administrative expenses increased 116% from $2.6
million for the nine months ended September 30, 1998 to $5.6 million for the
nine months ended September 30, 1999. General and administrative expenses
represented 14% and 19% of our total revenue for the three months ended
September 30, 1998 and 1999, respectively and represented 15% and 19% of total
revenue for the nine months ended September 30, 1998 and 1999, respectively.
This increase in absolute dollars and as a percentage of total revenue resulted
primarily from the addition of executive, finance and administrative personnel
to support the growth of our business as well as personnel and facility costs
associated with our international offices. Our general and administrative
expenses have increased and we anticipate they will continue to increase in
absolute dollars as we expand our administrative staff and incur expenses
associated with becoming a public company.
INTEREST INCOME (EXPENSE), NET
Interest income (expense), net consists of earnings on our cash, cash
equivalents and short-term investment balances offset by interest expense
associated with debt obligations. Interest income (expense), net was $58,000 for
the three months ended September 30, 1998 and $77,000 for the three months ended
September 30, 1999. The increase resulted from higher average cash, cash
equivalent and short-term investment balances during the three-month period in
1999. Interest income (expense), net was $237,000 for the nine months ended
September 30, 1998 and $207,000 for the nine months ended September 30, 1999.
The decrease in interest income resulted from an increase in interest expense on
our long-term obligations during the nine-month period ended September 30, 1999.
PROVISION FOR INCOME TAXES
Our provision for federal, state and international income taxes was
$452,000 for the three months ended September 30, 1998 as compared to $165,000
for the three months ended September 30, 1999, yielding effective rates of 36%
during that period in 1998 and 39% during that period in 1999. The provision for
income taxes was $1.1 million for the nine months ended September 30, 1998 and
$877,000 for the nine months ended September 1999, yielding an effective rate of
36% and 44%, respectively. The increase in the effective rate was due primarily
to the effect of the non-deductibility of losses from our international
operations.
LIQUIDITY AND CAPITAL RESOURCES
Prior to October 1999, we financed our operations primarily through
cashflow from operations. As of September 30, 1999, we had $27.6 million of
cash, cash equivalents and short-term investments. This represents an increase
of $20.7 million over December 31, 1998. To a lesser extent, we have financed
software system purchases through traditional financing arrangements. Our
working capital at September 30, 1999 was $29.3 million compared to $10.3
million at December 31,1998.
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We have a working capital revolving line of credit with Imperial Bank
that is secured by our accounts receivable. This facility allows us to borrow up
to the lesser of 80% of our eligible accounts receivable or $5.0 million and
bears interest at the bank's prime rate, which was 8.25% at September 30, 1999.
The facility expires in July 2000. The agreement under which the line of credit
was established contains certain covenants, including a provision requiring us
to maintain specified financial ratios. We were in compliance with these
covenants at September 30, 1999, and at that time there were no borrowings
outstanding under this credit facility. We also maintain with Imperial Bank a
$1.5 million term loan for equipment purchases, which bears interest at the
bank's prime rate plus 0.25%, and a $4.0 million term loan for leasehold
improvement purchases, which bears interest at the bank's prime rate plus 0.50%.
These facilities operate as a revolver through June 2000, after which time any
outstanding balances must be paid over 36-month and 60-month terms,
respectively. These loans also require us to comply with certain financial
covenants, including a requirement that we maintain certain financial ratios. We
were in compliance with these covenants at September 30, 1999, and, at that
time, there was approximately $328,000 outstanding under the equipment term
loan. Our operating activities resulted in net cash inflows of $4.2 million and
$314,000 for the nine months ended September 30, 1999 and 1998, respectively.
The sources of cash for the nine months ended September 30, 1999 and
1998 were primarily income from operations and increases in accounts payable and
accrued liabilities, partially offset by increases in accounts receivable.
Investing activities used cash of $3.4 million for the nine months ended
September 30, 1999 and $3.1 million for the nine months ended September 30,
1998, primarily for the purchase of capital equipment and short-term
investments. For the nine months ended September 30, 1999, financing activities
provided cash of $18.6 million, primarily through the sale of common stock to
Vulcan Ventures for $18.7 million. Financing activities generated $6.6 million
in 1998, primarily through the issuance of mandatorily convertible preferred
stock, partially offset by repayment of shareholder loans and the $6.0 million
repurchase of shares of common stock.
On October 25, 1999, we closed the sale and issuance of 4,000,000 shares
of our common stock at an initial public offering price of $15 per share. The
net proceeds to us from the offering, net of offering costs were approximately
$54.5 million.
We currently anticipate that we will continue to experience significant
increases in our operating expenses for the foreseeable future as we enter new
markets for our products and services, increase research and development
activities and sales and marketing activities, develop new distribution channels
and broaden our professional service capabilities. Our operating expenses will
consume a material amount of our cash resources. We believe that the net
proceeds of our initial public offering, together with our existing cash and
cash equivalents and available bank borrowings, will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next 12 months. Although we do not anticipate the need to raise additional
capital after that time, if we do seek to raise additional capital, there can be
no assurance that additional financing will be available on acceptable terms, if
at all.
YEAR 2000 COMPLIANCE
Based on our assessment to date, we believe our software products are
"Year 2000 compliant." However, we may learn that our software does not contain
all the necessary routines and codes necessary for the accurate calculation,
display, storage and manipulation of data involving dates. We are reviewing our
internal management information and other systems to identify any products,
services or systems that are not Year 2000 compliant and to take corrective
action. To date, we have not encountered any material Year 2000 problems with
our computer systems or any other equipment that might be subject to such
problems. We plan to verify compliance by external vendors that supply us with
software and information systems and to communicate with significant suppliers
to determine the status of third parties' remediation of their own Year 2000
issues. As part of our assessment, we are evaluating the level of validation we
will require of third parties to ensure their Year 2000 compliance. We will be
relocating our principal offices in October 1999 to a new office location
currently under construction. Before the relocation, we will complete our
evaluation of whether the infrastructure and building systems associated with
our new facility, such as security and sprinkler systems, and all information
technology systems, such as telephony and computer network systems, are Year
2000 compliant. We do not expect the total cost of these Year 2000 compliance
activities to be material to our business, financial condition and operating
results. To date, we have spent less than $100,000 for Year 2000 compliance and
do not expect to expend more than $100,000 in the aggregate. These costs and the
timing of our plans to complete our Year 2000 modifications and testing
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<PAGE> 12
processes are based on our management's estimates. We have not developed a
contingency plan for addressing Year 2000 problems that are not detected and
corrected prior to their occurrence. Upon completion of testing and
implementation activities, we will be able to assess areas requiring contingency
planning, and we expect to conduct appropriate contingency planning at that
time. Any failure to address any Year 2000 issue could harm our business.
RECENT ACCOUNTING PRONOUNCEMENTS
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," which establishes
guidelines for the accounting for the costs of all computer software developed
or obtained for internal use. We were required to adopt SOP 98-1 for the fiscal
year beginning January 1, 1999. Our adoption of SOP 98-1 did not have a material
impact on our financial statements.
In April 1998, the American Institute of Public Accountants issued
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-up
Activities." SOP 98-5, which is effective for fiscal years beginning after
December 15, 1998, provides guidance on the financial reporting of start-up
costs and organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. The implementation of SOP 98-5
did not have a material impact on our financial position or results of
operations.
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as a part
of a hedge transaction and, if it is the type of hedge transaction. This
statement is effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. We do not use derivative instruments, therefore the
adoption of this statement will not have any effect on our results of operations
or financial position.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, information provided by us, statements made by our
employees or information included in our filings with the Securities and
Exchange Commission may contain statements that are "forward-looking statements"
involving risks and uncertainties. In particular, statements in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
relating to our revenue, profitability, sufficiency of capital to meet working
capital and capital expenditure requirements may be forward-looking statements.
The words "expect," "anticipate," "plan," "believe," "seek," "estimate" and
similar expressions are intended to identify such forward-looking statements.
Such statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions that could cause our future results to
differ materially from those expressed in any forward-looking statements made by
or on behalf of us. Many such factors are beyond our ability to control or
predict. Readers are accordingly cautioned not to place undue reliance on
forward-looking statements. We disclaim any intent or obligation to update
publicly any forward-looking statements, whether in response to new information
or future events or otherwise. Important factors that may cause our actual
results to differ from such forward-looking statements include, but are not
limited to, the factors discussed below.
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RISK FACTORS
UNANTICIPATED FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS DUE TO FACTORS
SUCH AS ADVERSE CHANGES IN OUR RELATIONSHIP WITH MICROSOFT OR A DECLINE IN THE
MARKET FOR WINDOWS CE-BASED INTELLIGENT COMPUTING DEVICES COULD CAUSE OUR STOCK
PRICE TO DECLINE SIGNIFICANTLY.
Our operating results have fluctuated in the past, and we expect that
they will continue to do so. We believe that period-to-period comparisons of our
operating results are not meaningful, and you should not rely on such
comparisons to predict our future performance. If our operating results fall
below the expectations of stock analysts and investors, the price of our common
stock may fall. Factors that may cause our quarterly operating results to
fluctuate include:
- the failure or perceived failure of Windows CE, the operating system
upon which demand for our products and services is dependent, to
achieve widespread market acceptance;
- the failure of the intelligent computing device market to develop;
- adverse changes in our relationship with Microsoft, from whom a
substantial portion of our revenue is generated and on whom we rely
to continue to develop and promote Windows CE;
- our inability to develop and market new and enhanced products and
services on a timely basis;
- unanticipated delays, or announcement of delays, by Microsoft of
Windows CE product releases, which could cause us to delay our
product introductions and adversely affect our customer
relationships;
- changes in demand for our products and services;
- increased competition and changes in our pricing as a result of
increased competitive pressure;
- our ability to control our expenses, a large portion of which are
relatively fixed and which are budgeted based on anticipated revenue
trends, in the event that customer projects, particularly Microsoft
projects, are delayed, curtailed or discontinued;
- changes in the mix of our services and product revenue, which have
different gross margins;
- underestimates by us of the costs to be incurred in significant
fixed-fee service projects; and
- varying customer buying patterns which are often influenced by
year-end budgetary pressures.
In addition, our stock price may fluctuate due to conditions unrelated
to our operating performance, including general economic conditions in the
software industry and the market for technology stocks.
SUBSTANTIALLY ALL OF OUR REVENUE, INCLUDING 90% OF OUR TOTAL REVENUE FOR THE
NINE-MONTHS ENDED SEPTEMBER 30, 1999, IS GENERATED FROM OUR RELATIONSHIP WITH
MICROSOFT, WHICH CAN BE MODIFIED OR TERMINATED BY MICROSOFT AT ANY TIME.
For the nine months ended September 30, 1999 and 1998, respectively, 90%
and 75% of our revenue was generated under our master development and license
agreement with Microsoft. The master agreement, the current renewable term of
which concludes in July 2000, includes a number of project-specific workplans.
We bill Microsoft on a time-and-materials basis, although each project has a
maximum dollar cap. We expect the revenue generated from work plans with
Microsoft will continue to comprise the majority of our revenue for the next
several years. We presently have dedicated approximately 200 of our 280
engineers to these projects. However, the master agreement and each of the
individual work plans may be terminated or modified by Microsoft at any time. In
addition, there is no guarantee that Microsoft will continue to enter into
additional work plans with us. In the past, Microsoft has modified the timing
and scope of certain projects, requesting that our engineers be moved from one
project to another, as well as our relationships with our customers. For
example, in late 1997 Microsoft decided to contract with us to provide Windows
CE support services to semiconductor vendors with whom we had previously
contracted directly. As a result, from late 1997 through late 1998 our revenue
shifted from being generated by a variety of semiconductor vendors to being
generated primarily by Microsoft. We do not believe that we could replace the
Microsoft revenue in the short- or medium-term if existing work plans were
canceled or curtailed, and such cancellations or curtailments would
substantially reduce our revenue. Microsoft is a publicly traded company that
files financial reports and information with the Securities and Exchange
Commission. These reports are publicly available under Microsoft's Exchange Act
filing number, 000-14278. For a description of where this information can be
obtained, see "Where to Find Additional Documents."
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IF THE MARKET FOR THE WINDOWS CE OPERATING SYSTEM FAILS TO DEVELOP FULLY OR
DEVELOPS MORE SLOWLY THAN WE EXPECT, OUR BUSINESS AND OPERATING RESULTS WILL BE
MATERIALLY HARMED.
Windows CE is one of many operating systems developed for the
intelligent computing device market and the extent of its future acceptance is
uncertain. Because all of our revenue to date has been generated by software
products and services dependent on the Windows CE operating system, if the
market for Windows CE fails to develop fully or develops more slowly than we
expect, our business and operating results will be significantly harmed. Market
acceptance of Windows CE will depend on many factors, including:
- Microsoft's development and support of the Windows CE market. As the
developer and primary promoter of Windows CE, if Microsoft were to
decide to discontinue or lessen its support of the Windows CE
operating system, potential customers could select competing
operating systems, which would reduce the demand for our Windows
CE-based software products and services. In addition, Microsoft has
developed a version of its Windows NT operating system for CDs and
could decide to shift its support to this operating system to the
detriment of Windows CE;
- the ability of the Windows CE operating system to compete against
existing and emerging operating systems for the intelligent computing
device market including: Vex Works from WindRiver Systems Inc., pSOS
from Integrated Systems, Inc., VRTX from Mentor Graphics Corporation,
Java OS from Sun Microsystems, Inc. and LINUX. In particular, in the
market for palm-size devices, Windows CE faces intense competition
from Palm OS used on 3Com Corporation's Palm devices and to date has
had limited success in this market. In the market for cellular
phones, Windows CE faces intense competition from the EPOC operating
system from Symbian, a joint venture between several of the largest
manufacturers of cellular phones, which recently announced it has
agreed to discuss cross-licensing its technology with the Palm
Computing unit of 3Com. Windows CE may be unsuccessful in capturing a
significant share of these two segments of the intelligent computing
device market, or in maintaining its market share in those other
segments of the intelligent computing device market on which our
business currently focuses, including the markets for
Internet-enabled television set-top boxes, handheld industrial
devices, consumer Internet appliances such as kiosk terminals and
vehicle navigational devices, and Windows-based terminals;
- the acceptance by original equipment manufacturers and consumers of
the mix of features and functions offered by Windows CE; and
- the willingness of software developers to continue to develop and
expand the applications that run on Windows CE. To the extent that
software developers write applications for competing operating
systems that are more attractive to intelligent computing device end
users than those available on Windows CE, potential purchasers could
select competing operating systems over Windows CE.
IF THE MARKET FOR INTELLIGENT COMPUTING DEVICES DEVELOPS MORE SLOWLY THAN WE
EXPECT, OUR REVENUE WILL NOT GROW AS FAST AS ANTICIPATED, IF AT ALL.
The market for intelligent computing devices is emerging and the
potential size of this market and the timing of its development are not known.
As a result, our profit potential is uncertain and our revenue may not grow as
fast as we anticipate, if at all. We are dependent upon the broad acceptance by
businesses and consumers of a wide variety of Windows CE-based intelligent
computing devices, which will depend on many factors, including:
- the development of content and applications for intelligent computing
devices;
- the willingness of large numbers of businesses and consumers to use
devices such as handheld and palm-size PCs and handheld industrial
data collectors to perform functions currently carried out manually
or by traditional PCs, including inputting and sharing data,
communicating among users and connecting to the Internet; and
- the evolution of industry standards that facilitate the distribution
of content over the Internet to these devices via wired and wireless
telecommunications systems, satellite or cable.
IF MICROSOFT ADDS FEATURES TO ITS WINDOWS CE OPERATING SYSTEM THAT DIRECTLY
COMPETE WITH SOFTWARE PRODUCTS AND SERVICES WE PROVIDE, OUR REVENUE COULD BE
REDUCED AND OUR PROFIT MARGINS COULD SUFFER.
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As the developer of Windows CE, Microsoft could add features to its
operating system that directly compete with the software products and services
we provide to our customers. Such features could include, for example, faxing,
hardware-support packages and quality-assurance tools. The ability of our
customers or potential customers to obtain software products and services
directly from Microsoft that compete with our software products and services
could harm our business. Even if the standard features of future Microsoft
operating system software were more limited than our offerings, a significant
number of our customers and potential customers might elect to accept more
limited functionality in lieu of purchasing additional software. Moreover, the
resulting competitive pressures could lead to price reductions for our products
and reduce our profit margins.
IF WE DO NOT MAINTAIN OUR FAVORABLE RELATIONSHIP WITH MICROSOFT, WE WILL HAVE
DIFFICULTY MARKETING OUR SOFTWARE PRODUCTS AND SERVICES AND MAY NOT RECEIVE
DEVELOPER RELEASES OF WINDOWS CE, AND OUR REVENUE AND OPERATING MARGINS WILL
SUFFER.
In the event that our relationship with Microsoft were to deteriorate,
then our efforts to market and sell our software products and services to
original equipment manufacturer's could be adversely affected and our business
would be harmed. Microsoft has great influence over the development plans and
buying decisions of original equipment manufacturer's utilizing Windows CE for
intelligent computing devices. Many of our original equipment manufacturer's
customers are referred to us by Microsoft. Moreover, Microsoft controls the
marketing campaigns related to its operating systems, including Windows CE.
Microsoft's marketing activities, including tradeshows, direct mail campaigns
and print advertising, are important to the continued promotion and market
acceptance of Windows CE and, consequently, of our Windows CE-based software
products and services. We must maintain mutually successful relationships with
Microsoft so that we may continue to participate in joint marketing activities
with Microsoft, including participating with Microsoft in "partner pavilions" at
trade shows and listing our services on Microsoft's website, and to receive
referrals from Microsoft. In the event that we are unable to continue our joint
marketing efforts with Microsoft or fail to receive referrals from Microsoft, we
would be required to devote significant additional resources and incur
additional expenses to market our software products and services directly to
potential customers. In addition, we depend on receiving from Microsoft
developer releases of new versions of and upgrades to Windows CE and related
Microsoft software in order to timely develop and ship our products and provide
services. If we are unable to receive these developer releases, our revenue and
operating margins would suffer.
UNANTICIPATED DELAYS, OR ANNOUNCEMENT OF DELAYS, BY MICROSOFT OF WINDOWS CE
PRODUCT RELEASES COULD ADVERSELY AFFECT OUR SALES.
Unanticipated delays, or announcement of delays, in Microsoft's delivery
schedule for new versions of its Windows CE operating system could cause us to
delay our product introductions and impede our ability to complete customer
projects on a timely basis. These delays or announcements by Microsoft could
also cause our customers to delay or cancel their project development activities
or product introductions. Any resulting delays in, or cancellations of, our
planned product introductions or in our ability to commence or complete customer
projects may adversely affect our revenue and could cause our quarterly
operating results to fluctuate. For example, in 1998 Microsoft delayed the
release of a version of its Windows CE Platform Builder, which delayed our
introduction of a complementary product for an original equipment manufacturer
customer.
WE HAVE SIGNED A NON-COMPETITION PROVISION WITH MICROSOFT WHICH COULD LIMIT OUR
ABILITY TO SUSTAIN OR GROW OUR BUSINESS.
We must receive written permission from Microsoft in order to design or
develop products, or provide services in connection with products, which compete
with the Microsoft Windows CE operating system or related products in existence
as of October 1, 1998 or which Microsoft is developing or intends to develop or
acquire. The term of our non-competition provision coincides with the term of
our master agreement with Microsoft, which concludes in July 2000. Therefore, if
there is a significant shift away from Microsoft operating systems in the
intelligent computing device market segments that we are targeting, including
the markets for Internet-enabled television set-top boxes, handheld and
palm-size PCs, handheld industrial data collectors, consumer Internet appliances
such as kiosk terminals and vehicle navigational devices, and Windows-based
terminals, we will be unable to target and support other operating system
platforms during the term of our non-competition provision. Similarly, because
the non-competition provision effectively requires us to devote all of our
resources to supporting
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the Windows CE operating system, if our relationship with Microsoft is curtailed
or terminated we would be required to invest significant time and resources to
transition our operations to target and support competing operating systems.
Moreover, to the extent that Microsoft challenges any of our activities which we
believe are not prohibited by the non-competition provision, we may become
involved in litigation to enforce our rights under the agreement. Litigation,
whether successful or not, could harm our relationship with Microsoft, result
insubstantial costs and divert our resources, any of which could harm our
business.
THE FIXED-FEE ARRANGEMENTS WE HAVE WITH MANY OF OUR CUSTOMERS EXPOSE US TO THE
RISK THAT WE MAY UNDERESTIMATE OUR COSTS FOR PROJECTS, WHICH COULD LOWER OUR
PROFIT MARGINS.
In addition to the capped-fee arrangements we have with Microsoft, we
provide our services to many of our customers under fixed-fee arrangements. In
1998 and for the nine months ended September 30, 1999, approximately 12% and
10%, respectively, of our total revenue was derived from fixed-fee contracts. In
the event that we underestimate the scope or work effort required for a
customer's project, we may be required to complete the project at a loss or at a
significantly reduced gross margin. If we underestimate the fees for a series of
projects and/or a very large project, our gross margins for a fiscal period may
decline. In addition, revenue from these contracts is recognized on the
percentage-of-completion method, measured by the cost incurred to date relative
to the estimated total cost for the contract. If we underestimate the time
necessary to complete these projects, we may be required to recognize revenue at
a later time than we had anticipated, which would have a negative impact on our
financial condition and cause our quarterly results to fluctuate.
IF WE FAIL TO SECURE CONTRACTS ON SUFFICIENTLY PROFITABLE TERMS, OR AT ALL, WITH
THE LIMITED NUMBER OF MARKET-LEADING ORIGINAL EQUIPMENT MANUFACTURERS OUR
REVENUE AND PROFIT MARGINS WOULD SUFFER.
Currently substantially all of our non-Microsoft revenue is generated
from sales to original equipment manufacturers. For the nine-months ended
September 30, 1999, approximately 13% of our revenue was from sales to original
equipment manufacturer customers. There are a limited number of original
equipment manufacturer customers that are capable of building and shipping large
quantities of intelligent computing devices. In some market segments, one or two
original equipment manufacturers account for a majority of all unit sales.
Competition for the business of these original equipment manufacturers is
intense. If we fail to secure and maintain service and licensing contracts with
the limited number of original equipment manufacturers in these markets we may
not be able to participate in those market segments. In addition, as a result of
their strong market position, these companies are typically able to secure
favorable terms, including favorable pricing, in their technology licensing and
service agreements. Further, many of these potential original equipment
manufacturer customers have the capability to replace our services and products
by utilizing internal resources. For these reasons, there is no guarantee that
we will be able to secure contracts on profitable terms, or at all, with the
market-leading original equipment manufacturers, which could harm our business.
OUR MARKET IS BECOMING INCREASINGLY COMPETITIVE, WHICH MAY RESULT IN PRICE
REDUCTIONS, LOWER GROSS MARGINS AND LOSS OF MARKET SHARE.
The market for Windows CE-based software products and services is
becoming increasingly competitive. Increased competition may result in price
reductions, lower gross margins and loss of market share, which would harm our
business. We face competition from:
- our current and potential customers' internal research and
development departments that may seek to develop their own
proprietary solutions;
- large professional engineering services firms such as Cadence Design
Systems, Inc. and Electronic Data Systems Corporation that may enter
the market;
- established intelligent computing device software and tools
manufacturers such as Applied Microsystems Corporation, Spyglass,
Inc., Phoenix Technologies, Inc., Mentor Graphics and Integrated
Systems;
- small- and medium-size engineering services companies such as
VenturCom, Inc., Eclipse International, Inc., BlueWater Systems, Inc.
and Vadem; and
- software and component distributors such as Avnet/Hamilton Hallmark,
Pioneer and Annasoft Systems.
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As we develop new products, particularly products focused on specific
industries, we may begin competing with companies with whom we have not
previously competed. It is also possible that new competitors will enter the
market or that our competitors will form alliances, including alliances with
Microsoft, that may enable them to rapidly increase their market share. Although
we are subject to a non-competition provision with Microsoft, Microsoft has not
agreed to any exclusive arrangement with us nor has it agreed not to compete
with us. The barrier to entering the market as a provider of Windows CE-based
intelligent computing device software and services is low. In addition,
Microsoft has created a marketing program to encourage systems integrators to
work on Windows CE. These systems integrators are given the same access by
Microsoft to the Windows CE technology as we are with respect to system
integration. New competitors may have lower overhead than us and therefore be
able to offer advantageous pricing. We expect that competition will increase as
other established and emerging companies enter the Windows CE-based intelligent
computing device market and as new products and technologies are introduced.
WE DEPEND ON THE CONTINUED SERVICES OF OUR PRESIDENT AND CHIEF EXECUTIVE
OFFICER, AND OUR SUCCESS DEPENDS UPON OUR CONTINUED ABILITY TO ATTRACT, TRAIN
AND RETAIN ADDITIONAL QUALIFIED PERSONNEL AT ACCEPTABLE COMPENSATION LEVELS.
We depend substantially on the continued services of William T. Baxter,
our chairman of the board, president and chief executive officer. The loss of
the services of Mr. Baxter could harm our business. None of our executive
officers, including Mr. Baxter, has a contract that guarantees employment. In
addition, we depend on our ability to attract, train and retain qualified
personnel, specifically those with management, technical and product development
skills. Competition for such personnel is intense, particularly in geographic
areas recognized as high technology centers such as the greater-Seattle area,
where substantially all of our employees are located. There can be no assurance
that we will be able to attract, train or retain additional highly qualified
technical and managerial personnel in the future, which could harm our business.
Moreover, to remain competitive we have had to increase employee compensation
and our gross margins have been adversely impacted. To the extent such
competitive wage pressure continues or increases our gross margins could suffer.
IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, COMPETITORS
MAY BE ABLE TO USE OUR TECHNOLOGY OR TRADEMARKS, WHICH COULD WEAKEN OUR
COMPETITIVE POSITION, REDUCE OUR REVENUE AND INCREASE OUR COSTS.
If we fail to adequately protect our intellectual property, our
competitive position could be weakened and our revenue adversely affected. We
rely primarily on a combination of patent, copyright, trade secret trademark
laws, confidentiality procedures and contractual provisions to protect our
intellectual property. These laws and procedures provide only limited
protection. We have applied for three patents relating to our engineering work.
These patents, if issued, may not provide sufficiently broad protection or they
may not prove to be enforceable against alleged infringers. There can be no
assurance that any of our pending patents will be granted. Even if granted,
patents may be circumvented or challenged and, if challenged, may be
invalidated. Any patents obtained may provide limited or no competitive
advantage to us. It is also possible that another party could obtain patents
that block our use of some, or all, of our products and services. If that
occurred, we would need to obtain a license from the patent holder or design
around their patent. The patent holder may or may not choose to make a license
available to us at all or on acceptable terms. Similarly, it may not be possible
to design around such a blocking patent.
In general, there can be no assurance that our efforts to protect our
intellectual property rights through patent, copyright, trade secret and
trademark laws will be effective to prevent misappropriation of our technology,
or to prevent the development and design by others of products or technologies
similar to or competitive with those developed by us. We frequently license the
source code of our products and the source code results of our services to
customers. There can be no assurance that customers with access to our source
code will comply with the license terms or that we will discover any violations
of the license terms or, in the event of discovery of violations, that we will
be able to successfully enforce the license terms and/or recover the economic
value lost from such violations. To license many of our software products, we
rely in part on "shrinkwrap" and "clickwrap" licenses that are not signed by the
end user and, therefore, may be unenforceable under the laws of certain
jurisdictions. As with other software products, our products are susceptible to
unauthorized copying and uses that may go undetected, and policing such
unauthorized use is difficult.
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A significant portion of our marks include the word "BSQUARE" or the
preface "b." Other companies use forms of "BSQUARE" or the preface "b" in their
marks alone or in combination with other words, and we cannot prevent all such
third-party uses. We license certain trademark rights to third parties. Such
licensees may not abide by compliance and quality control guidelines with
respect to such trademark rights and may take actions that would harm our
business.
The computer software market is characterized by frequent and substantial
intellectual property litigation, which is often complex and expensive, and
involves a significant diversion of resources and uncertainty of outcome.
Litigation may be necessary in the future to enforce our intellectual property
or to defend against a claim of infringement or invalidity. Litigation could
result in substantial costs and the diversion of resources and could harm our
business and operating results.
THIRD PARTIES COULD ASSERT THAT OUR SOFTWARE PRODUCTS AND SERVICES INFRINGE
THEIR INTELLECTUAL PROPERTY RIGHTS, WHICH COULD EXPOSE US TO ADDITIONAL COSTS
AND LITIGATION.
Third parties may claim that our current or future software products and
services infringe their proprietary rights, and these claims, regardless of
their merit, could increase our costs and harm our business. We have not
conducted patent searches to determine whether the technology used in our
products infringes patents held by third parties. In addition, it is difficult
to determine whether our software products and services infringe third-party
intellectual property rights, particularly in a rapidly evolving technological
environment in which there may be numerous patent applications pending, many of
which are confidential when filed, with regard to similar technologies. If we
were to discover that one of our software products violated a third party's
proprietary rights, we may not be able to obtain a license on commercially
reasonable terms, or at all, to continue offering that software product.
Moreover, any indemnification we obtain against claims that the technology we
license from third parties infringes the proprietary rights of others may not
always be available or may be limited in scope or amount. Even if we receive
broad third-party indemnification, these indemnitors may not have the financial
capability to indemnify us in the event of infringement. In addition, in some
circumstances we could be required to indemnify our customers for claims made
against them that are based on our solutions.
There can be no assurance that infringement or invalidity claims related
to the software products and services we provide or arising from the
incorporation by us of third-party technology, and claims for indemnification
from our customers resulting from such claims, will not be asserted or
prosecuted against us. We expect that software product developers will be
increasingly subject to infringement claims as the number of products and
competitors in the software industry grows and the functionality of products in
different industry segments overlaps. Such claims, even if not meritorious,
could result in the expenditure of significant financial and managerial
resources in addition to potential product redevelopment costs and delays.
IF WE DO NOT RESPOND ON A TIMELY BASIS TO TECHNOLOGICAL ADVANCES AND EVOLVING
INDUSTRY STANDARDS, OUR FUTURE PRODUCT SALES COULD BE NEGATIVELY IMPACTED.
The market for Windows CE-based software products and services is new
and evolving. As a result, the life cycles of our products are difficult to
estimate. To be successful, we must continue to enhance our current product line
and develop new products. We have experienced delays in enhancements and new
product release dates in the past and may be unable to introduce enhancements or
new products successfully or in a timely manner in the future. Our business
maybe harmed if we must delay releases of our products and product enhancements
or if these products and product enhancements fail to achieve market acceptance
when released. In addition, our customers may defer or forego purchases of our
products if we, Microsoft, our competitors or major hardware, systems or
software vendors introduce or announce new products or product enhancements.
Such deferrals or failures to purchase would decrease our revenue.
OUR FIVE-YEAR OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR FUTURE
PROSPECTS, AND WE CANNOT ASSURE YOU THAT OUR REVENUE GROWTH RATE WILL NOT
DECLINE OR THAT WE WILL BE ABLE TO SUSTAIN OR INCREASE OUR PROFITABILITY.
We were founded in July 1994, generated our first revenue in October
1994 and shipped our first product in November 1996. Accordingly, we have a
limited operating history and you should not rely on our past results to predict
our future performance. The rate of growth of our revenue over the prior year
was 245% from 1996 to 1997
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and 71% from 1997 to 1998. The rate of growth of our revenue over prior periods
may continue to decline. We anticipate that our expenses will increase
substantially in the foreseeable future as we continue to develop our technology
and expand our product and service offerings. These efforts may prove more
expensive than we currently anticipate, and we may not succeed in increasing our
revenue sufficiently to offset these higher expenses. If we fail to increase our
revenue to keep pace with our expenses, we may experience losses.
IF WE ARE UNABLE TO MANAGE OUR GROWTH OUR BUSINESS WILL SUFFER.
Our rapid growth has placed, and is expected to continue to place, a
significant strain on our managerial, technical, operational and financial
resources. From August 1996 to September 1999, we grew from 21 employees to 358
employees, and we expect this rapid growth to continue for the foreseeable
future. To manage our growth, we must implement additional management
information systems, further develop our operational, administrative and
financial systems and expand, train and manage our work force. We will also need
to manage an increasing number of complex relationships with customers,
marketing partners and other third parties. We cannot guarantee that our
systems, procedures or controls will be adequate to support our current or
future operations or that our management will be able to effectively manage our
expansion. Our failure to do so could seriously harm our ability to deliver
products and services in a timely fashion, fulfill existing customer commitments
and attract and retain new customers.
OUR INTERNATIONAL OPERATIONS EXPOSE US TO GREATER INTELLECTUAL PROPERTY,
MANAGEMENT, COLLECTIONS, REGULATORY AND OTHER RISKS.
In late 1998 we opened offices in Munich, Germany and Tokyo, Japan. For
the nine months ended September 30, 1999, less than 1% of our total revenue was
generated by our international offices. Our international operations expose us
to a number of risks, including the following:
- greater difficulty in protecting intellectual property due to less
stringent foreign intellectual property laws and enforcement
policies;
- greater difficulty in managing foreign operations due to the lack of
proximity between our home office and our foreign operations;
- longer collection cycles in Japan than we typically experience in the
U.S.;
- unfavorable changes in regulatory practices and tariffs;
- adverse changes in tax laws;
- seasonal European sales declines in the summer months;
- the impact of fluctuating exchange rates between the U.S. dollar and
foreign currencies; and
- general economic and political conditions in Asian and European
markets.
These risks could have a material adverse effect on the financial and
managerial resources required to operate our foreign offices, as well as on our
future international revenue, which could harm our business.
IF WE CONDUCT FUTURE ACQUISITIONS, THEY COULD PROVE DIFFICULT TO INTEGRATE,
DISRUPT OUR BUSINESS, DILUTE SHAREHOLDER VALUE AND ADVERSELY AFFECT OUR
OPERATING RESULTS.
Although we currently have no specific understandings, commitments or
agreements for any acquisition, we may make investments in complementary
companies, services and technologies in the future. We have not made any
material acquisitions or investments to date, and therefore our ability as an
organization to conduct acquisitions or investments is unproven. If we fail to
properly evaluate and execute acquisitions and investments, they may seriously
harm our business and prospects. To successfully complete an acquisition, we
must properly evaluate the technology, accurately forecast the financial impact
of the transaction, including accounting charges and transaction expenses,
integrate and retain personnel, combine potentially different corporate cultures
and effectively integrate products and research and development, sales,
marketing and support operations. Our non-compete provision with Microsoft could
impede our acquisition of companies or technologies that compete with the
Windows CE operating system or related products. If we fail to do any of these,
we may suffer losses or our management may be distracted from our day-to-day
operations. In addition, if we conduct acquisitions using debt or equity
securities, existing shareholders may be diluted, which could affect the market
price of our stock.
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<PAGE> 20
IF WE ARE UNABLE TO LICENSE KEY SOFTWARE FROM THIRD PARTIES OUR BUSINESS COULD
BE HARMED.
We often integrate third-party software with our internally developed
software to provide software products and services for our original equipment
manufacturer customers. If our relationships with our third-party vendors were
to deteriorate, we might be unable to obtain licenses on commercially reasonable
terms, if at all, for newer versions of their software required to maintain
compatibility. In the event that we are unable to obtain additional licenses, we
would be required to develop this technology internally, which could delay or
limit our ability to introduce enhancements or new products or to continue to
sell existing products.
OUR SOFTWARE PRODUCTS OR THE THIRD-PARTY HARDWARE OR SOFTWARE INTEGRATED WITH
OUR SOFTWARE PRODUCTS AND SERVICES MAY SUFFER FROM DEFECTS OR ERRORS THAT COULD
IMPAIR OUR ABILITY TO SELL OUR SOFTWARE PRODUCTS AND SERVICES.
Software and hardware components as complex as those needed for
intelligent computing devices frequently contain errors or defects, especially
when first introduced or when new versions are released. We have had to delay
commercial release of certain versions of our software products until software
problems were corrected, and in some cases have provided product enhancements to
correct errors in released products. Some of our contracts require us to repair
or replace products that fail to work. To the extent that we repair or replace
products our expenses may increase resulting in a decline in our gross margins.
In addition, it is possible that by the time defects are fixed the market
opportunity may have been missed which may result in lost revenue. Moreover,
errors that are discovered after commercial release could result in loss of
revenue or delay in market acceptance, diversion of development resources,
damage to our reputation or increased service and warranty costs, all of which
could harm our business.
WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS THAT COULD RESULT IN SIGNIFICANT
COSTS.
Our license agreements with our customers typically contain provisions
designed to limit our exposure to potential product liability claims. It is
possible, however, that these provisions may be ineffective under the laws of
certain jurisdictions. Although we have not experienced any product liability
claims to date, the sale and support of our software products and services
entail the risk of such claims and we may be subject to such claims in the
future. A product liability claim brought against us, whether successful or not,
could harm our business and operating results.
THE LENGTHY SALES CYCLE OF OUR PRODUCTS AND SERVICES MAKES OUR REVENUE
SUSCEPTIBLE TO FLUCTUATIONS.
Our sales cycle is typically three to six months because the expense and
complexity of our products and services generally require a lengthy customer
approval process, and may be subject to a number of significant risks over which
we have little or no control, including:
- customers' budgetary constraints and internal acceptance review
procedures;
- the timing of budget cycles; and
- the timing of customers' competitive evaluation processes.
In addition, to successfully sell our products and services, we
frequently must educate our potential customers about the full benefits of our
products and services, which can require significant time. If our sales cycle
lengthens unexpectedly, it could adversely affect the timing of our revenue,
which could cause our quarterly results to fluctuate.
A SMALL NUMBER OF OUR EXISTING SHAREHOLDERS CAN EXERT CONTROL OVER US.
After the initial public offering, our executive officers, directors and
principal shareholders holding more than 5% of our common stock, consisting of
nine persons and the several entities affiliated with such persons, together
control approximately 82% of our outstanding common stock. As a result, these
shareholders, if they act together, will be able to control our management and
affairs of the company and all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
20
<PAGE> 21
This concentration of ownership may have the effect of delaying or preventing a
change in control of us and might affect the market price of our common stock.
IT MIGHT BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US EVEN IF DOING SO WOULD BE
BENEFICIAL TO OUR SHAREHOLDERS.
Certain provisions of our amended and restated articles of
incorporation, bylaws and Washington law may discourage, delay or prevent a
change in the control of us or a change in our management even if doing so would
be beneficial to our shareholders. Our board of directors has the authority
under our amended and restated articles of incorporation to issue preferred
stock with rights superior to the rights of the holders of common stock. As a
result, preferred stock could be issued quickly and easily with terms calculated
to delay or prevent a change in control of our company or make removal of our
management more difficult. In addition, as of the first annual meeting of
shareholders following the closing of this offering, our board of directors will
be divided into three classes. The directors in each class will serve for
three-year terms, one class being elected each year by our shareholders. This
system of electing and removing directors may tend to discourage a third party
from making a tender offer or otherwise attempting to obtain control of our
company because it generally makes it more difficult for share holders to
replace a majority of our directors. In addition, Chapter 19 of the Washington
Business Corporation Act generally prohibits a "target corporation" from
engaging in certain significant business transactions with a defined "acquiring
person" for a period of five years after the acquisition, unless the transaction
or acquisition of shares is approved by a majority of the members of the target
corporation's board of directors prior to the time of acquisition. This
provision may have the effect of delaying, deterring or preventing a change in
control of our company. The existence of these anti takeover provisions could
limit the price that investors might be willing to pay in the future for shares
of our common stock.
YEAR 2000 ISSUES MAY NEGATIVELY IMPACT OUR BUSINESS.
Many computer systems are not currently capable of distinguishing
21stcentury dates from 20th century dates. As a result, beginning on January
1,2000, computer systems and software used by many companies and organizations
in a wide variety of industries, including technology, transportation,
utilities, finance and telecommunications, will produce erroneous results or
fail unless they have been modified or upgraded to process date information
correctly. Significant uncertainty exists in the software industry and other
industries concerning the scope and magnitude of problems associated with the
century change.
We may discover that some or all of our software products are not
"Year2000 compliant" -- that is, they are not capable of adequately
distinguishing 21st century dates from 20th century dates. In the majority of
our software licenses, we have warranted that dates on or after January 1, 2000
will not adversely affect the performance of our products. In addition, our
software is generally integrated into customer products involving sophisticated
hardware and complex software products. If this third-party equipment or our own
product do not operate properly with respect to the Year 2000, we may face
claims or incur unexpected expenses to remedy any resulting problems. The costs
of defending and resolving Year 2000-related disputes, regardless of the merits
of such disputes, and any liability we may have for Year 2000-related damages,
including consequential damages, could adversely affect our operating results.
Moreover, if third parties cannot provide us with products, services or systems
that meet the Year 2000 requirements on a timely basis, our business could be
harmed.
Further, many of our computer systems are connected to Microsoft's
computer systems, and we depend on this connectivity to communicate and transact
business with Microsoft on various levels. Any failure of this connectivity or
of Microsoft's computers to be Year 2000 compliant may disrupt our
communications with Microsoft and interfere with our ability to transact
business.
21
<PAGE> 22
In addition, we believe that the purchasing patterns of our customers
and potential customers may be affected by Year 2000 issues as companies expend
significant resources to correct or upgrade their current software systems for
Year 2000 compliance. These expenditures may result in reduced funds available
to purchase software products and services such as those we offer. To the extent
Year 2000 issues cause a significant delay in, or cancellation of, decisions to
purchase our products or services, our business would be harmed. If we fail to
identify and remediate all significant Year 2000 problems on a timely basis, our
business could be harmed. Remediation efforts may involve significant time and
expense, and unremediated problems could harm our business. For a more detailed
description of our Year 2000 preparedness, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Year
2000Compliance."
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risk for changes in interest rates relates
primarily to the increase or decrease in the amount of interest income we can
earn on our investment portfolio. We do not plan to use derivative financial
instruments in our investment portfolio. We plan to ensure the safety and
preservation of our invested principal funds by limiting default risks, market
risk and reinvestment risk. We plan to mitigate default risk by investing in
high-credit quality securities.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 16, 1999, the Company sold 1,518,378 shares of its common
stock at a price of $12.31 per share to Vulcan Ventures Incorporated, a
qualified institutional buyer, in a private transaction for an aggregate
offering price of approximately $18.7 million. Vulcan Ventures had the right to
require the Company to redeem the shares at the original issuance price if the
Company's initial public offering was not completed by December 15, 1999. The
Company completed its initial public offering on October 25, 1999. The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act.
During the three months ended September 30, 1999, the Company granted
options to purchase up to 467,095 shares of its common stock under the Company's
amended and restated stock option plan at a weighted average exercise price of
$9.15 per share. These grants were exempt from registration pursuant to Rule 701
under the Securities Act. In addition, during the three months ended September
30, 1999, 135,728 shares of the Company's common stock were issued to 49
individuals upon the exercise of stock options granted pursuant to the
registrant's amended and restated stock option plan at a weighted average
exercise price of $0.24 per share. These issuance's were exempt from
registration pursuant to Rule 701 under the Securities Act. On October 20, 1999,
the Company filed a Registration Statement on Form S-8 to register the shares of
common stock issuable upon the exercise of options granted under its amended and
restated stock option plan and pursuant to its employee stock purchase plan.
On October 20, 1999, the Company completed an initial public offering of
its common stock, no par value. The managing underwriters in the offering were
Credit Suisse First Boston, Lehman Brothers Inc., A. G. Edwards & Sons, Inc. and
Wit Capital Corporation. The shares of common stock sold in the offering were
registered under the Securities Act of 1933, as amended, on a Registration
Statement on Form S-1 that was declared effective by the SEC on October 19,
1999. The offering commenced on October 20, 1999, on which date, 4,000,000
shares of common stock registered under the Registration Statement were sold at
a price of $15.00 per share. The underwriters also exercised an overallotment
option of 600,000 shares purchased from eight of the Company's shareholders. All
600,000 overallotment shares were sold at a price of $15.00 per share. In
connection with the offering, the Company incurred an aggregate of approximately
$5.2 million in underwriting discounts, commissions and other offering expenses.
The Company received net proceeds from the offering of approximately $54.5
million.
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<PAGE> 23
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Effective as of September 1, 1999, the Company's shareholders approved,
by execution and delivery of a non-unanimous consent of shareholders in lieu of
special meeting, the following matters:
1. Amendment and restatement of the Company's Articles of Incorporation
in order to authorize 10,000,000 shares of preferred stock following
the closing of the Company's initial public offering; create a
staggered board of directors; provide for the removal of directors
only for cause; and set forth who can call special meetings of the
shareholders.
2. An increase in the number of shares of common stock subject to the
Company's amended and restated stock option plan by 2,000,000 shares.
3. The adoption of the Company's employee stock purchase plan and the
reservation of 1,500,000 shares of the Company's Common Stock to be
issued pursuant to such plan.
4. (Holders of Series A Preferred Stock only) An amendment to the
Company's Certificate of Designation filed January 29, 1998 setting
forth the rights and preferences of the Company's Series A
Convertible Preferred Stock to add a new Section 2(c) to read as
follows: "The liquidation preferences provided for in this Section 2
shall not be taken into account under RCW 23B.06.400(2)(b) in
connection with any distributions to shareholders."
Items 1-3 were approved by the shareholders of the Company holding 34,244,301
shares of the Company's Common Stock (on an as-converted basis), or 97.9% of the
Company's outstanding securities as of August 31, 1999, and Item 4 was approved
by shareholders holding 8,305,554 shares of the Company's Series A Convertible
Preferred Stock, or 99.7% of the Company's outstanding Series A Convertible
Preferred Stock as of August 31, 1999
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Statement re: computation of net income per share.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<PAGE> 24
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.
BSQUARE CORPORATION
(Registrant)
/s/ Brian V. Turner
- ------------------------- --------------------------------------------
Date: November 2, 1999 Brian V. Turner
Sr. Vice President &
Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE> 25
BSQUARE CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
(REFERENCED TO
ITEM 601 OF EXHIBIT
REGULATION S-K) DESCRIPTION
- --------------- -----------
<S> <C>
11.1 Statement re: computation of net income per share.
27.1 Financial Data Schedule.
</TABLE>
25
<PAGE> 1
EXHIBIT 11.1
BSQUARE CORPORATION
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts)
The following table provides a reconciliation of the numerators and
denominators used in calculating basic and diluted earnings per share for the
three and nine-month periods ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- ---------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income $ 262 $ 802 $ 1,128 $ 2,019
Less: Accretion of mandatorily redeemable
Convertible preferred stock (30) (30) (90) (80)
-------- -------- -------- --------
Net income available to common shareholders
(numerator basic) $ 232 $ 772 $ 1,038 $ 1,939
======== ======== ======== ========
Shares (denominator basic):
Weighted average common shares outstanding 18,583 18,114 18,333 18,446
======== ======== ======== ========
Basic earnings per share $ 0.01 $ 0.04 $ 0.06 $ 0.11
======== ======== ======== ========
Shares (denominator diluted):
Weighted average common shares outstanding 18,583 18,114 18,333 18,446
Mandatorily redeemable convertible preferred stock 8,333 8,333 8,333 7,417
Common stock equivalents 2,623 1,403 1,879 1,403
-------- -------- -------- --------
Shares used in computation (denominator diluted) 29,539 27,850 28,545 27,266
======== ======== ======== ========
Diluted earnings per share $ 0.01 $ 0.03 $ 0.04 $ 0.07
======== ======== ======== ========
</TABLE>
27
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 24,621,000
<SECURITIES> 3,000,000
<RECEIVABLES> 6,383,000
<ALLOWANCES> (127,000)
<INVENTORY> 0
<CURRENT-ASSETS> 35,327,000
<PP&E> 6,267,000
<DEPRECIATION> (2,317,000)
<TOTAL-ASSETS> 39,702,000
<CURRENT-LIABILITIES> 6,024,000
<BONDS> 0
14,504,000
0
<COMMON> 21,930,000
<OTHER-SE> (3,038,000)
<TOTAL-LIABILITY-AND-EQUITY> 39,702,000
<SALES> 0
<TOTAL-REVENUES> 10,033,000
<CGS> 4,959,000
<TOTAL-COSTS> 4,724,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 427,000
<INCOME-TAX> 165,000
<INCOME-CONTINUING> 262,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 262,000
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
