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 May 1, 1999
Commission File Number 0-19558
CENTIGRAM COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2418021
(State of incorporation) (I.R.S. Employer
Identification Number)
91 East Tasman Drive
San Jose, California 95134
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 944-0250
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 _____
The number of outstanding shares (not including treasury shares) of the
Registrant's Common Stock as of May 28, 1999, was 6,062,000.
<PAGE>
11
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Centigram Communications Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share May 1, October 31,
and per share data) 1999 1998
- ---------------------------------------------------- ------------ -----------
(Unaudited) (Note)
Assets
Current Assets:
Cash and cash equivalents ...................... $ 6,271 $ 23,430
Short-term investments ......................... 36,788 33,760
Trade receivables, net ......................... 16,303 14,566
Inventories .................................... 2,998 5,297
Other current assets ........................... 1,514 1,745
-------- --------
Total current assets ........................ 63,874 78,798
Property and equipment, net ........................ 5,442 6,653
Intangible assets, net ............................. 6,047 6,637
Deposits and other assets .......................... 3,826 3,889
======== ========
$ 79,189 $ 95,977
======== ========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ............................... $ 5,637 $ 5,985
Accrued compensation ........................... 3,342 4,034
Patent settlement payable ...................... -- 9,200
Deferred income ................................ 3,687 4,394
Accrued expenses and other liabilities ......... 5,598 5,179
Warranty and retrofit reserves ................. 1,777 1,977
-------- --------
Total current liabilities ................... 20,041 30,769
Commitments and contingencies
Stockholders' equity
Preferred stock, $.001 par value,
1,000,000 authorized; none
outstanding ................................. -- --
Common stock, $.001 par value,
25,000,000 authorized; 7,171,000
outstanding and capital in excess
of par value ................................ 90,509 90,625
Treasury stock, 1,066,000 and 597,000
shares, at cost ............................. (11,781) (6,867)
Accumulated deficit ............................ (19,715) (18,844)
Accumulated other comprehensive income ......... 135 294
-------- --------
Total stockholders' equity .................. 59,148 65,208
-------- --------
$ 79,189 $ 95,977
======== =========
Note: The balance sheet at October 31, 1998 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. See accompanying notes.
<PAGE>
Centigram Communications Corporation
Condensed Consolidated Statements of Operations (Unaudited)
Quarter Ended Six Months Ended
-------------------- --------------------
(In thousands, except share and May 1, May 2, May 1, May 2,
per share data) 1999 1998 1999 1998
- --------------------------------- -------- -------- -------- ---------
Net revenue ..................... $ 20,835 $ 21,202 $ 41,068 $ 39,360
Cost and expenses:
Costs of goods sold ......... 8,768 10,153 17,702 19,224
Research and development .... 4,189 5,115 8,342 10,087
Selling, general and
administrative ........... 8,630 11,081 16,950 21,822
-------- -------- -------- --------
Total costs and expenses . 21,587 26,349 42,994 51,133
-------- -------- -------- --------
Operating loss .................. (752) (5,147) (1,926) (11,773)
Other income and expense, net ... 670 606 1,260 1,329
-------- -------- -------- --------
Loss before income taxes ........ (82) (4,541) (666) (10,444)
Provision for income taxes ...... 110 65 205 140
-------- -------- -------- --------
Net loss ........................ $ (192) $ (4,606) $ (871) $(10,584)
======== ======== ======== ========
Basic earnings (loss) per share . $ (0.03) $ (0.66) $ (0.13) $ (1.51)
======== ======== ======== ========
Diluted earnings (loss) per share $ (0.03) $ (0.66) $ (0.13) $ (1.51)
======== ======== ======== ========
See accompanying notes.
<PAGE>
Centigram Communications Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
------------------------------
(In thousands) May 1, 1999 May 2, 1998
- ------------------------------------------ ------------ -------------
Cash and equivalents, beginning of period $ 23,430 $ 19,791
-------- --------
Cash flows from operations:
Net loss ............................. (871) (10,584)
Depreciation and amortization ........ 3,078 4,136
Trade receivables .................... (1,737) 3,606
Inventories .......................... 2,299 661
Other assets ......................... 294 (1,257)
Accounts payable ..................... (348) (370)
Accrued expenses and other liabilities (10,380) (887)
-------- --------
(7,665) (4,695)
-------- --------
Cash flows used for investing:
Purchase of short-term investments ... (40,468) (25,179)
Proceeds from sale and maturities
of short-term investments ......... 37,347 22,909
Purchase of property and equipment ... (1,343) (1,261)
-------- --------
(4,464) (3,531)
-------- --------
Cash flows from financing:
Proceeds from sale of common stock ... 409 2,612
Purchase of treasury shares .......... (5,439) (2,454)
-------- --------
(5,030) 158
-------- --------
Net change in cash and equivalents ....... (17,159) (8,068)
======== ========
Cash and equivalents, end of period ...... $ 6,271 $ 11,723
======== ========
See accompanying notes
<PAGE>
Centigram Communications Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
Basis of Presentation
The accompanying condensed consolidated financial statements have been
prepared by the Company without audit and reflect all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of management, necessary
to reflect a fair statement of the results for the interim periods. For further
information, refer to the audited Consolidated Financial Statements and
footnotes included in the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1998. The results of operations for the three and six
month periods ended May 1, 1999 may not necessarily be indicative of the results
for the fiscal year ending October 30, 1999 or any future period.
Inventories
Inventories consisted of:
May 1, October 31,
(In thousands) 1999 1998
-------------------------------- ----------- -----------
Raw materials .................. $ 453 $1,198
Work-in-process ................ 1,077 1,793
Finished goods ................. 1,468 2,306
----------- -----------
$2,998 $5,297
=========== ===========
Loss Per Share
Basic and diluted per share amounts are computed using the weighted average
number of common shares outstanding during the periods. In computing diluted per
share amounts in periods with income, the dilutive effect of stock options were
also included in the per share computations. Options to purchase common stock
were outstanding during the three and six-month periods ended May 1, 1999 and
May 2, 1998, but were excluded from the computation of diluted net loss per
share because the effect in these periods would have been anti-dilutive.
The details of these computations are as follows:
Quarter Ended Six Months Ended
-------------------- --------------------
(In thousands, except share May 1, May 2, May 1, May 2,
and per share data) 1999 1998 1999 1998
- -------------------------------- --------- --------- --------- ---------
Net loss ....................... $ (192) $(4,606) $ (871) $(10,584)
========= ========= ========= =========
Weighted average shares
outstanding ................ 6,332 6,996 6,452 7,006
Effect of dilutive securities:
Shares issued upon exercise
of dilutive outstanding
stock options .............. -- -- -- --
========= ========= ========= ==========
Adjusted weighted average shares 6,332 6,996 6,452 7,006
========= ========= ========= ==========
Basic loss per share ........... $ (0.03) $ (0.66) $(0.13) $ (1.51)
========= ========= ========= ==========
Diluted loss per share ......... $ (0.03) $ (0.66) $(0.13) $ (1.51)
========= ========= ========= ==========
<PAGE>
Comprehensive Income (Loss)
As of November 1, 1998, the Company adopted the Statement on Financial
Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS
130 establishes new rules for the reporting and display of comprehensive income
and its components; however adoption of this Statement had no impact on the
Company's net income or shareholders' equity. SFAS 130 requires unrealized gains
or losses on the Company's available-for-sale securities and foreign currency
translation adjustments to be included in other comprehensive income. Prior to
adoption, unrealized gains or losses related to foreign currency translation
adjustments were reported as a separate component of shareholders' equity.
The following are the components of comprehensive income (loss):
Quarter Ended Six Months Ended
--------------------- -----------------------
May 1, May 2, May 1, May 2,
(In thousands) 1999 1998 1999 1998
- ---------------------------- -------- --------- ----------- ---------
Net loss ................... $ (192) $(4,606) $ (871) $(10,584)
Unrealized gain (loss) on
investments ........... (30) 52 (93) 135
Foreign currency translation
adjustment ............ (43) 17 (66) 24
======== ======== ========== =========
$ (265) $(4,537) $ (1,030) $(10,425)
======== ======== ========== =========
The following are the components of accumulated other comprehensive income,
net of related tax:
May 1, October 31,
(In thousands) 1999 1998
- ------------------------------------------ ----------- -----------
Unrealized gain on investments ........... $ 249 $ 342
Foreign currency translation adjustment... (114) (48)
=========== ===========
$ 135 $ 294
=========== ===========
Pro Forma Information
In June 1998, the Company purchased substantially all of the assets of The
Telephone Connection, Inc. ("TTC") for approximately $11.6 million in cash,
including transaction costs of $0.4 million. The acquisition has been accounted
for using the purchase method of accounting.
In May 1998, the Company licensed and sold certain Customer Premise
Equipment business unit assets to Mitel Corporation ("the CPE Sale") for $26.8
million in cash, and Mitel assumed certain of the Company's liabilities.
The following pro forma summary represents the combined results of
operations of the Company, plus the purchase of substantially all of the assets
of TTC as adjusted to reflect the amortization of tangible and intangible assets
acquired in the purchase, less the sale of the CPE business unit, as if each of
these transactions had occurred at the beginning of fiscal 1998. This summary
does not purport to be indicative of what operating results would have been had
these transactions been made as of the beginning of fiscal 1998 nor are they
necessarily indicative of future operating results.
Six Months Ended
---------------------------
(In thousands, except May 1, May 2,
per share data) 1999 1998
- -------------------------------- ---------- ----------
Net revenue .................... $41,068 $ 28,340
Loss before income taxes ....... $ (666) $(12,394)
Net loss ....................... $ (871) $(12,534)
Basic and diluted loss per share $ (0.13) $ (1.79)
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion contains forward-looking statements regarding
future events or the future financial performance of Centigram that involve
risks and uncertainties. These statements include but are not limited to
statements related to changes in Centigram's research and development and
selling, general and administrative expenses, Centigram's effective tax rate,
Centigram's expenditures for capital equipment, and the sufficiency of
Centigram's cash reserves. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth in this Management's Discussion and Analysis of
Financial Condition and Results of Operations under "Certain Trends and
Uncertainties," and elsewhere herein.
Centigram designs, manufactures and markets wireless and wireline
messaging, enhanced services and communication systems that integrate voice and
facsimile on the Company's communications server and provide access to this
multimedia information through a telephone or a PC. Centigram's applications all
operate on common hardware and software platforms based on industry-standard
hardware and software which is the Company's implementation of its Modular
Expandable System Architecture (MESA). Centigram's system architecture enables a
user generally to expand the capacity of a system in cost-effective increments
from the Company's smallest to its largest system configuration.
Centigram's systems can be integrated with wireline and wireless switches
and paging terminal systems. Such systems are used for switching telephone calls
and integrating voice and facsimile messaging in a variety of service provider
environments. In addition, Centigram systems located at different sites can be
linked together in a digital network.
<PAGE>
Pro Forma Combined Condensed Statements of Operations
In June 1998, the Company purchased substantially all of the assets of The
Telephone Connection, Inc. ("TTC") for approximately $11.6 million in cash,
including transaction costs of $0.4 million. The acquisition has been accounted
for using the purchase method of accounting.
In May 1998, the Company licensed and sold certain Customer Premise
Equipment business unit assets to Mitel Corporation (the "CPE Sale") for $26.8
million in cash, and Mitel assumed certain of the Company's liabilities.
The following pro forma statements and the discussion of pro forma results
herein represent the combined results of operations of the Company, plus the
purchase of substantially all of the assets of TTC as adjusted to reflect the
amortization of tangible and intangible assets acquired in the purchase, less
the sale of the CPE business unit, as if each of these transactions had occurred
at the beginning of fiscal 1998. This summary does not purport to be indicative
of what operating results would have been had these transactions been made as of
the beginning of fiscal 1998 nor are they necessarily indicative of future
operating results.
Quarter Ended Six Months Ended
---------------------- -------------------
(In thousands, except share May 1, May 2, May 1, May 2,
and per share data) 1999 1998 1999 1998
- ---------------------------------- --------- ---------- --------- ---------
Net revenue ..................... $ 20,835 $ 15,524 $ 41,068 $ 28,340
Cost and expenses:
Costs of goods sold ......... 8,768 7,703 17,702 14,496
Research and development .... 4,189 4,718 8,342 9,305
Selling, general and
administrative ........... 8,630 9,313 16,950 18,289
--------- --------- --------- ---------
Total costs and expenses 21,587 21,734 42,994 42,090
--------- --------- --------- ---------
Operating loss .................. (752) (6,210) (1,926) (13,750)
Other income and expense, net ... 670 617 1,260 1,356
--------- --------- --------- ---------
Loss before income taxes ........ (82) (5,593) (666) (12,394)
Provision for income taxes ...... 110 65 205 140
--------- --------- --------- ---------
Net loss ........................ $ (192) $ (5,658) $ (871) $(12,534)
========= ========= ========= =========
Basic and diluted loss per share $ (0.03) $ (0.81) $ (0.13) $ (1.79)
========= ========= ========= =========
Shares used for basic and diluted
loss per share .............. 6,332 6,996 6,452 7,006
========= ========= ========= =========
<PAGE>
Results of Operations
Net revenue for the second quarter of fiscal 1999 was $20.8 million, which
was 2% lower than net revenue for the corresponding quarter of fiscal 1998. Net
revenue for the first six months of fiscal 1999 was $41.1 million, which was 4%
higher than net revenue for the comparable period of fiscal 1998. The change in
net revenue for the second quarter and six months of 1999 as compared to the
similar periods in 1998 reflects lower sales of smaller system products offset
by higher sales of large system expansion products. The decrease in sales of
smaller system products from the prior year was primarily due to the CPE Sale.
Sales to international customers were 43% and 41% of revenues for the second
quarter and six months of 1999 as compared to 52% and 47% in the similar periods
of 1998.
On a pro forma basis, net revenue was $20.8 million and $15.5 million for
the second quarter and $41.1 million and $28.3 million for the six months of
1999 and 1998, respectively. This increase in pro forma net revenue reflect
higher sales of large system expansion products to domestic customers.
Gross margin was 57.9% and 52.1% of net revenue for the second quarters and
56.9% and 51.2% for the six months of 1999 and 1998, respectively. This 5.8% and
5.7% increase from the prior year's second quarter and six months reflects a
favorable mix of increased sales of the Company's large system expansion
products which typically have higher gross margins. See "Certain Trends and
Uncertainties."
On a pro forma basis, gross margin was 57.9% and 50.4% for the second
quarter and 56.9% and 48.9% for the six months of 1999 and 1998, respectively.
These increases in year over year pro forma gross margins reflect essentially
the same factors as noted above.
Research and development ("R&D") expenses were $4.2 million and $8.3
million for the second quarter and six months of 1999, decreasing 18% and 17%
from the corresponding periods of 1998. R&D expenses as a percentage of net
revenue were 20% and 24% for the second quarter and 20% and 26% for the six
months of 1999 and 1998, respectively. These reductions in R&D expenses reflect
savings resulting from lower R&D staffing levels and related costs and outside
services due to the CPE Sale. The Company believes that ongoing development of
new products and features is required to maintain and enhance its competitive
position and accordingly, the Company expects to continue to invest in R&D.
On a pro forma basis, R&D expenses decreased 11% and 10% in the second
quarter and six months of 1999 as compared to 1998. These reductions in pro
forma R&D spending reflect savings from lower R&D staffing levels and related
costs.
Selling, general and administrative ("SG&A") expenses were $8.6 million and
$17.0 million for the second quarter and six months of 1999, decreasing 22% from
the corresponding periods of 1998. These decreases reflect primarily reduced
sales, marketing and customer support expenses, including decreases in salaries
and related costs due to the CPE Sale and other reductions in average headcount.
SG&A expenses as a percentage of net revenue were 41% and 52% for the second
quarter and 41% and 55% for the six months of 1999 and 1998, respectively.
On a pro forma basis, SG&A expenses decreased 7% in the second quarter and
six months of 1999 as compared to 1998. These decreases reflect reduced sales
and support expenses due to reduced headcount and related costs.
Other income and expense were essentially the same for the second quarter
and six months of 1999 and 1998, respectively. Other income and expense, net, is
composed primarily of interest income on investments, interest expense, and
foreign currency transaction gains and losses.
The Company recorded a provision for income taxes for the second quarter
and six months of fiscal 1999 and 1998 for anticipated foreign income tax
liabilities. No income tax benefits were recorded for the losses incurred in
fiscal years 1999 and 1998 because realization of the deferred tax asset arising
as a result of the losses sustained is dependent upon future taxable income, the
amount and timing of which are uncertain. Accordingly, a valuation allowance has
been established to fully offset the deferred tax asset other than that which
represents potentially refundable taxes.
Liquidity and Capital Resources
Cash and cash equivalents and short-term investments at May 1, 1999 were
$43.1 million, decreasing $14.1 million from the year end balance of $57.2
million. In October 1998 the Company settled a patent dispute with Lucent
Technologies Inc. ("Lucent") with an intellectual property cross-licensing
agreement and in November 1998 paid Lucent $9.2 million.
For the first six months ended May 1, 1999 the net cash used for operating
activities was $7.7 million. Trade receivables increased $1.7 million from the
year-end balance and days sales outstanding (computed using quarterly revenues)
were 70 days in the second quarter as compared to 65 days at end of fiscal 1998.
This increase in trade receivables and increase in days sales outstanding
resulted primarily from a larger percentage of quarterly shipments occurring in
the last month of the second quarter as compared to the last month in the prior
year and delayed payments from certain international customers. Inventory levels
at May 1, 1999 were $2.3 million lower than the year-end balance due to improved
management of the Company's inventory stocking levels. The Company expects
investments in receivables and inventories will continue to represent a
significant portion of working capital.
During the six months ended May 1, 1999, the Company made capital
expenditures of approximately $1.3 million. These expenditures consisted
primarily of purchases of computer equipment, software, and engineering lab
equipment. The Company currently expects to spend approximately $3.0 to $4.0
million for capital equipment during fiscal 1999, although actual expenditures
may differ from this forecast. In addition, the Company's Board of Directors has
authorized a stock repurchase program whereby up to 2.5 million shares of its
Common Stock may be repurchased in the open market from time to time. During the
first six months of fiscal 1999 the Company purchased approximately 500,000
shares at a total cost of $5.4 million. The Company has purchased approximately
1,400,000 shares under this program at a total cost of approximately $16.3
million. The Company may, in its discretion, purchase additional shares under
this program during fiscal 1999. The Company presently believes, notwithstanding
its accumulated deficit, that its existing cash and short-term investments will
be sufficient to support the Company's working capital, capital equipment
purchase requirements, and stock repurchase program for the next twelve months.
The Company's principal sources of liquidity as of May 1, 1999 consisted of
$43.1 million of cash and cash equivalents and short-term investments.
Certain Trends and Uncertainties
The Company has in the past experienced and will likely in the future
experience substantial fluctuations in quarterly operating results. The Company
generally has no long-term order commitments from its customers, and a
significant portion of bookings and shipments in any quarter have historically
occurred near the end of the quarter. Accordingly, the Company has historically
operated with very little backlog, and net revenue has been difficult to
predict. In addition, the portion of backlog shippable in the next quarter
varies over time. As a result, revenue in future quarters will depend largely on
the level of orders received during such quarters.
If new order bookings do not meet expected levels, or if the Company
experiences delays in shipments at the end of a quarter, operating results will
be adversely affected, and these developments may not become apparent to the
Company until near or at the end of a quarter. Net revenue can also be affected
by product sales mix, distribution mix, the size and timing of customer orders
and shipments, customer returns and reserves provided therefor, competitive
pricing pressures, the effectiveness of key distributors and the Company's sales
force in selling the Company's products, changes in distributor inventory
levels, the ability of the Company's joint marketing partners to ship products
during the quarter, the timing of new product introductions by the Company and
its competitors, regulatory approvals, and the availability of components for
the Company's products, each of which is difficult to predict accurately. Each
of such factors has in the past affected the Company's revenue. The Company has
in the past experienced higher than usual headcount turnover which has had an
adverse effect on the Company's booking levels. There can be no assurance that
such turnover will not continue in future periods. Any failure by the Company to
attract, retain and train additional sales and other personnel could have a
material adverse effect on the Company's business and results of operations.
A significant portion of the Company's net revenue is attributable to a
limited number of customers. The Company's top five customers, representing a
combination of major distributors and service providers, accounted for
approximately 55% and 29% of the Company's net revenue in the first six month
periods of fiscal 1999 and 1998, respectively, although the Company's five
largest customers were not the same in the two periods. The Company has no
long-term order commitments from any of its customers. Any material reduction in
orders from one or more of such customers or the cancellation or deferral of any
significant portion of backlog could have an adverse effect on net revenue and
operating results. Such concentration of sales typically results in a
corresponding concentration of accounts receivable. Although the Company has
established reserves for uncollectible accounts, the inability of any large
customer to pay the Company on a timely basis could have a material adverse
impact on the Company's financial position, results of operations and cash
flows.
Approximately 43% and 41% of the Company's sales in the second quarter and
six months ended May 1, 1999 consisted of sales outside of the United States.
The Company's international sales are subject to a number of additional risks
generally associated with international sales, including the effect on demand
for the Company's products in international markets as the results of any
strengthening or weakening of the U.S. dollar, the effect of currency
fluctuations on consolidated multinational financial results, state imposed
restrictions on the repatriation of funds, import and export duties and
restrictions, the need to modify products for local markets, and the logical
difficulties of managing multinational operations. In particular, the Company's
sales in Asia and Latin American have been adversely affected in recent quarters
by financial difficulties in these regions and may be so adversely affected in
the future.
The Company's gross margin can be affected by a number of factors,
including changes in product configuration and mix including the volume of OEM
products, distribution channel and customer mix, cost and availability of parts
and components, royalty obligations to suppliers of licensed software,
provisions for warranty, retrofits, and excess and obsolete inventory, customer
returns, and competitive pressures on pricing. The Company has experienced
increasing competitive pricing pressure in its markets and expects this pricing
pressure to continue. Further, distributors purchase products at discounts, and
the Company's margins can therefore vary depending upon the mix of distributor
and direct end user sales in any particular fiscal period. While the Company
anticipates that its sales mix will continue to fluctuate in future periods, the
Company anticipates selling an increasing percentage of sales through direct
sales rather than through distribution.
The Company's future success will depend in part upon the ability of the
Company to continue to introduce new features and products as the Company's
markets evolve, new technologies become available, and customers demand
additional functionality. The Company's competitors continue to add
functionality to their products, and any failure by the Company to introduce in
a timely manner new products and features that meet customer requirements would
adversely affect the Company's operating results and cash flows. The Company's
ability to develop such new features and products depends in large measure on
its ability to hire and retain qualified technical talent and outside
contractors in highly competitive markets for such services. There can be no
assurance that the Company's product development efforts will be successful, or
that it will be able to introduce new products in a timely manner. Any material
additional delays in the introduction and market acceptance of such products
would be adverse to the Company's business. Moreover, customers' expectations of
the introduction of new products by the Company or its competitors can adversely
affect sales of current products. In addition, upon the introduction of new
products, the Company could be subject to higher customer returns with respect
to prior generations of products, which could adversely affect the Company's
financial position, operating results and cash flows.
The Company presently uses third parties to perform printed circuit board
and subsystem assembly. In addition, although the Company has not experienced
significant problems with third-party manufacturers in the past, there can be no
assurance that such problems will not develop in the future. Although the
Company generally uses standard parts and components for its products, certain
microprocessors, line cards, application cards and other semiconductor devices
and other components are available from sole sources. Other components,
including power supplies, disk drives, certain other semiconductor devices and
subcontracted line card assemblies, are presently available or acquired from a
single source or from limited sources. The Company has been notified by
suppliers that certain components will no longer be manufactured. To date, the
Company has been able to obtain adequate supplies of these components in a
timely manner from existing sources or, when necessary, from alternative sources
of supply although such alternatives have resulted in increased costs to the
Company. However, the inability to develop such alternative sources if and as
required in the future, to obtain sufficient sole or limited source components
as required, or to locate alternatives to discontinued parts would have a
material adverse affect on the Company's operating results and cash flows. In
addition, the Company's products are dependent on the QNX software operating
system, a multitasking, real-time operating system for Intel
microprocessor-based computers. In future periods, the Company's products may
become increasingly dependent on software licensed from third party suppliers.
There can be no assurance such licenses will continue to be available to the
Company as needed or at commercially reasonable prices.
In addition, a number of other companies, including competitors of the
Company, hold patents in the same general area as the technology used by the
Company. The Company from time to time has received, and may receive in the
future, letters alleging infringement of patent rights by the Company's
products. For example, in December 1997, representatives of Lucent informed the
Company that they believed that the Company's products may infringe upon certain
patents issued to Lucent, and that Lucent was seeking compensation for any past
infringement by the Company. The Company evaluated the assertions of Lucent, and
in October 1998 settled with Lucent by signing an intellectual property
cross-licensing agreement and in November 1998 paid Lucent $9.2 million. Third
party companies alleging infringement could seek an injunction prohibiting the
Company from selling some or all of its products, which would have an immediate,
adverse impact in the Company's business, financial condition and results of
operations. There can be no assurance that the Company would prevail in any
litigation to enjoin the Company from selling its products on the basis of such
alleged infringement, or that the Company would be able to license any valid and
infringed patents on reasonable terms, or at all.
Like many other companies, the year 2000 computer issue creates risks for
Centigram. If internal systems do not correctly recognize and process date
information beyond the year 1999, there could be an adverse impact on the
Company's operations. To address the year 2000 issues with its internal systems,
the Company has initiated a comprehensive program which is designed to deal with
the most critical systems first. Assessment and remediation are proceeding in
tandem, and the Company currently plans to have changes to critical systems
completed and tested by mid-1999. These activities are intended to encompass all
major categories of systems in use by the Company, including manufacturing,
sales, customer service, finance and administration. The Company is also
actively working with critical suppliers of products and services to determine
that the suppliers' operations and the products and services they provide are
year 2000 capable or to monitor their progress toward year 2000 capability. In
addition, the Company has commenced work on various types of contingency
planning to address potential problems areas with internal systems and with
suppliers and other third parties. At this time, the Company has not completed
its contingency planning and, therefore, it is expected that assessment,
remediation and contingency planing activities will be on-going throughout 1999,
with the goal of appropriately resolving all material internal systems and third
party issues.
The Company also has a program to assess the capability of its products to
handle the year 2000. The Company believes that its products are year 2000
compliant, although there can be no assurance of this. The Company is incurring
various costs to provide customer support and customer satisfaction services
regarding year 2000 issues, and it is anticipated that these expenditures will
continue through 1999 and thereafter. As used by Centigram, "Year 2000 Capable"
means that when used properly and in conformity with the product information
provided by Centigram, the Centigram product will accurately store, display,
process, provide, and/or receive data from, into, and between the twentieth and
twenty-first centuries, including leap year calculations, provided that all
other technology used in combination with the Centigram product properly
exchanges date data with the Centigram product.
The costs incurred to date related to these programs are less than
$250,000. The Company currently expects that the total cost of these programs,
including both incremental spending and redeployed resources, will not exceed
$500,000, although there can be no assurance of this. The total cost estimate
does not include potential costs related to any customer or other claims or the
cost of internal software and hardware replaced in the normal course of
business. In some instances, the installation schedule of new software and
hardware in the normal course of business is being accelerated to also afford a
solution to year 2000 capability issues. The total cost estimate is based on the
current assessment of the projects and is subject to change as the projects
progress.
Based on currently available information, management does not believe that
the year 2000 matters discussed above related to internal systems or products
sold to customers will have a material adverse impact on the Company's financial
condition or overall trends in results of operations; however, it is uncertain
to what extent the Company may be affected by such matters. In addition, there
can be no assurance that the failure to ensure year 2000 capability by a
supplier or another third party would not have a material adverse effect on the
Company.
In April 1998 the Company entered into an Agreement for Purchase and Sale
of Assets with Mitel, Inc. and Mitel Corporation (collectively, "Mitel")
providing for the purchase by Mitel of the Company's customer premises equipment
("CPE") business. Pursuant to this agreement, the Company has agreed, until May
of 2001, not to compete with Mitel in the CPE business. As a result, the Company
is unable to sell its equipment or services to certain customers which could
adversely affect the company's business, financial condition and results of
operations.
The Company sells its MobileManager product which adds call management to
the message and information management services provided on the Series 6
platform under a 1995 joint marketing arrangement with Priority Call Management
("PCM"). In May 1999 this agreement was terminated. The Company is currently
negotiating a transition agreement with PCM relating to future sales
opportunities and support services. There can be no assurance that the
negotiations will be successful or that they will be completed in a timely
manner. As a result of the termination of this agreement the Company may be
unable to sell MobileManager equipment and services, which could adversely
affect the Company's business, financial condition, and results of operations.
MobileManager revenues were approximately $1.6 million and $5.8 million in the
first six months of fiscal 1999 and fiscal 1998, respectively.
In recent years, stock markets have experienced extreme price and volume
trading volatility. This volatility has had a substantial effect on the market
prices of securities of many high technology companies for reasons frequently
unrelated to the operating performance of the specific companies. These broad
markets fluctuations may adversely affect the market price of the Company's
common stock. In addition, the trading price of the Company's common stock could
be subject to wide fluctuations in response to quarter-to-quarter variations in
operating results, announcements of new products or technological innovations by
the Company or its competitors, and general conditions in the computer and
communications industries.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of the Company was held on March 26,
1999 (the "Annual Meeting"), at which there were 6,561,098 shares of common
stock entitled to vote. The vote of holders of record of shares of the Company's
common stock outstanding at the close of business on February 5, 1999 was
solicited by proxy pursuant to Regulation 14A under the Securities and Exchange
Act of 1934.
(b) At the Annual Meeting, stockholders approved the following matters by
the vote indicated:
VOTE
------------------------------------
For Against Abstained
---------- ---------- ----------
Election of Class I Directors
Robert L. Puette .................... 4,626,627 -- 1,469,843
James H. Boyle ...................... 4,624,622 -- 1,471,848
Approval of the amendment to the Company's
1997 Stock Option Plan to increase
the number of shares of the Common Stock
reserved for issuance thereunder from
730,000 shares to 1,030,000 shares .......
4,191,375 1,854,817 50,278
Approval of the amendment to the Company's
1991 Employee Stock Purchase Plan to
increase the number of shares of Common
Stock reserved for issuance thereunder
from 775,000 shares to 900,000 shares ....
5,627,378 443,690 25,402
Ratification of appointment of Ernst &
Young LLP independent auditors for the
fiscal year ended October 30, 1999 ...... 6,056,229 16,520 23,721
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27.1 Financial Data Schedule.
<PAGE>
SIGNATURES
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.
CENTIGRAM COMMUNICATIONS CORPORATION
(Registrant)
Date: June 8, 1999 By /s/ Robert L. Puette
-------------------------------------
Robert L. Puette
President and Chief Executive Officer
Date: June 8, 1999 By /s/ Thomas E. Brunton
-------------------------------------
Thomas E. Brunton
Sr. Vice President and
Chief Financial Officer
<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<NAME> Centigram Communications Corporation
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