<PAGE>
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 March 31, 2000
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 0-20095
PREVIO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3825313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12636 High Bluff Drive, San Diego, California 92130-2093
(Address of principal executive office, including zip code)
(858) 794-4300
(Registrant's telephone number, including area code)
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
---- ----
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of March 31, 1999.
Common Stock, par value $0.001 per share 6,433,188 shares
<PAGE>
PREVIO, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements PAGE
----
Condensed Consolidated Balance Sheets
as of March 31, 2000 and
September 30, 1999 3
Condensed Consolidated Statements of
Operations for the three and six
months ended March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash
Flows for the six months ended
March 31, 2000 and 1999 6
Notes to Condensed Consolidated Financial
Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Item 3. Quantitative and Qualitative Discussions about
Market Risk 15
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a vote of Securities Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
2
<PAGE>
<TABLE>
PREVIO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<CAPTION>
ASSETS
March 31, September 30,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 27,845 $ 9,079
Marketable securities 2,972 20,711
Accounts receivable, net 884 2,381
Inventories 14 240
Other current assets 551 454
------------ ------------
Total current assets 32,266 32,865
Property and equipment, net 1,551 1,556
Other assets 432 452
------------ ------------
$ 34,249 $ 34,873
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,728 $ 1,132
Accrued expenses and other
current liabilities 2,181 2,312
------------ ------------
Total current liabilities 3,909 3,444
Other liabilities 17 127
------------ ------------
3,926 3,571
------------ ------------
Stockholders' equity
Common stock at par value 9 8
Additional paid in capital 78,409 76,633
Treasury stock (41,347) (41,347)
Cumulative translation adjustment (20) (23)
Retained earnings (6,728) (3,969)
------------ ------------
Total stockholders' equity 30,323 31,302
------------ ------------
$ 34,249 $ 34,873
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
<TABLE>
PREVIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
--------- ---------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues $ 2,084 $ 3,370 $ 5,262 $ 6,376
Cost of revenues 453 205 706 397
--------- --------- --------- ---------
Gross margin 1,631 3,165 4,556 5,979
--------- --------- --------- ---------
Operating expenses:
Research and development 1,175 1,388 2,514 3,373
Sales and marketing 2,557 1,925 4,477 4,336
General and administrative 618 754 1,216 2,155
Restructuring - - - 822
--------- --------- --------- ---------
Total operating expenses 4,350 4,067 8,207 10,686
--------- --------- --------- ---------
Operating loss (2,719) (902) (3,651) (4,707)
Interest income 410 420 830 860
--------- --------- --------- ---------
Loss before income taxes (2,309) (482) (2,821) (3,847)
Benefit from income taxes - (294) (62) (1,733)
--------- --------- --------- ---------
Loss from continuing operations (2,309) (188) (2,759) (2,114)
Discontinued operations:
Income from discontinued operations,
net of taxes of $550 - - - 885
--------- --------- --------- ---------
Net loss $ (2,309) $ (188) $ (2,759) $ (1,229)
========= ========= ========= =========
Earnings per common share, basic:
Loss from continuing operations $ (0.36) $ (0.03) $ (0.44) $ (0.36)
Income from discontinued operations 0.00 0.00 0.00 0.15
Net loss (0.36) (0.03) (0.44) (0.21)
4
<PAGE>
Earnings per common share, diluted:
Loss from continuing operations $ (0.36) $ (0.03) $ (0.44) $ (0.36)
Income from discontinued operations 0.00 0.00 0.00 0.15
Net Loss (0.36) (0.03) (0.44) (0.21)
Weighted average common shares
outstanding, basic 6,336 5,926 6,212 5,897
Weighted average common shares
outstanding, diluted 6,336 5,926 6,212 5,897
See accompanying notes to condensed consolidated financial statements
</TABLE>
5
<PAGE>
<TABLE>
PREVIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS; UNAUDITED)
<CAPTION>
Six Months Ended
MARCH 31,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,759) $ (1,229)
Adjustments required to reconcile net loss
to net cash provided by operating activities:
Depreciation and amortization 635 933
Loss on disposals of property and equipment - 554
Changes in assets and liabilities:
Accounts receivable 1,497 (930)
Inventories 226 (60)
Other assets (97) (174)
Accounts payable 596 (277)
Income taxes receivable/payable - (363)
Accrued expenses and other current liabilities (131) (108)
----------- -----------
Net cash used by operating activities (33) (1,654)
----------- -----------
Cash flows from investing activities:
Purchases of marketable securities (8,261) (19,564)
Sales of marketable securities 26,000 18,000
Purchases of property and equipment (610) (270)
----------- -----------
Net cash provided (used) by investing activities 17,129 (1,834)
----------- -----------
Cash flows from financing activities:
Issuance of common stock 1,667 1,105
Tax benefit from exercise of stock options - 139
----------- -----------
Net cash provided by financing activities 1,667 1,244
----------- -----------
Effect of exchange rates on cash and cash equivalents 3 2
----------- -----------
Cash received from repayment of note - 5,000
----------- -----------
Net cash provided by discontinued operations - 624
----------- -----------
Net increase in cash and cash equivalents 18,766 3,382
Cash and cash equivalents at beginning of period 9,079 11,573
----------- -----------
Cash and cash equivalents at end of period $ 27,845 $ 14,955
=========== ===========
Supplemental non-cash activities:
Stock dividend $ - $ 7,371
=========== ===========
Conversion of deferred compensation to equity
upon exercise of common stock options $ 110 $ 16
=========== ===========
See accompanying notes to condensed consolidated financial statements
</TABLE>
6
<PAGE>
PREVIO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
The accompanying condensed consolidated unaudited financial statements of
Previo, Inc. ("Previo" or the "Company") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission regarding
interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report for the year ended September 30, 1999. (On April 24, 2000, the
Company changed its name from Stac Software, Inc., to Previo, Inc. Therefore,
all filings and financial statements that are referenced were originally filed
or reported under the Stac Software, Inc. name.) In the opinion of management,
the accompanying condensed consolidated unaudited financial statements contain
all adjustments, consisting of only normal recurring items, necessary for a fair
presentation of the Company's financial position as of March 31, 2000 and its
results of operations for the three and six month periods ended March 31, 2000
and 1999, respectively. These condensed consolidated unaudited financial
statements are not necessarily indicative of the results to be expected for the
entire year.
NOTE 2. LOSS PER SHARE: (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS; UNAUDITED)
Basic EPS is calculated by dividing net loss by the weighted average number of
common shares outstanding for the period, without consideration for the dilutive
impact of potential common shares ("dilutive securities") that were outstanding
during the period. Diluted EPS is computed by dividing net loss by the weighted
average number of common shares outstanding for the period, increased by
dilutive securities that were outstanding during the period unless the effect of
these securities is anti-dilutive. Net loss remains the same for the
calculations of basic EPS and diluted EPS. There were 920,956 and 205,983
dilutive securities outstanding for the quarters ended March 31, 2000 and March
31, 1999, respectively, and 783,454 and 396,736 dilutive securities outstanding
for the six month periods ended March 31, 2000 and March 31, 1999, respectively.
A reconciliation of the numerators and denominators of the basic and diluted EPS
calculations for the three and six months ended March 31, 2000 and 1999 is
presented below.
7
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, 2000 March 31, 2000
-------------- ---------------
Per-Share Per-Share
Net Loss Shares Amount Net Loss Shares Amount
-------- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net Loss $(2,309) $(2,759)
Basic EPS 6,336 ($0.36) 6,212 $(0.44)
Dilutive Securities - -
------- -------
Diluted EPS 6,336 ($0.36) 6,212 $(0.44)
======= =======
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, 1999 March 31, 1999
-------------- --------------
Per-Share Per-Share
Net Loss Shares Amount Net Loss Shares Amount
-------- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net Income $(188) $(1,229)
Basic EPS 5,926 $(0.03) 5,897 $(0.21)
Dilutive Securities - -
------- -------
Diluted EPS 5,926 $(0.03) 5,897 $(0.21)
======= =======
</TABLE>
NOTE 3. STOCK OPTION PLAN SUMMARY (UNAUDITED)
The following is a summary of stock options outstanding at March 31, 2000:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-----------------------------------------------
WEIGHTED-
AVERAGE WEIGHTED-
REMAINING AVERAGE
CONTRACTUAL EXERCISE
NUMBER LIFE (YEARS) PRICE
------ ------------ -----
Price Range
<S> <C> <C> <C>
$1.64 - $2.72.............. 261,965 4.72 $2.58
$3.08 - $3.36.............. 645,141 6.36 $3.36
$3.50 - $5.16.............. 456,073 8.69 $4.20
$5.19 - $7.60.............. 276,408 7.20 $6.88
$8.62 - $26.00............. 199,553 8.14 $14.11
----------
$1.64 - $26.00............. 1,839,140 7.02 $5.15
==========
</TABLE>
8
<PAGE>
The following is a summary of stock options exercisable at March 31, 2000:
<TABLE>
<CAPTION>
OPTIONS EXERCISABLE
------------------------------
WEIGHTED-
AVERAGE
EXERCISE
NUMBER PRICE
------ -----
Price Range
<S> <C> <C>
$1.64 - $2.72...................... 218,980 $2.55
$3.08 - $3.36...................... 509,484 $3.36
$3.50 - $5.16...................... 116,261 $4.18
$5.19 - $7.60...................... 208,178 $7.19
$8.62 - $26.00..................... 74,823 $17.64
----------
$1.64 - $26.00..................... 1,127,726 $4.94
==========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risk and
uncertainties. Previo, Inc.'s ("Previo" or "the Company") future results could
differ materially from those discussed here. The Company expects its revenues to
decrease and its quarterly results to fluctuate due to the re-focus of the
Company and the discontinuation of its traditional product lines. Additional
factors that could cause or contribute to differences in future results include
but are not limited to: fluctuations in the Company's operating results,
continued new product introductions by the Company, market acceptance of the
Company's new product introductions, new product introductions by competitors,
technological changes in the personal computer and communications industries,
uncertainties regarding intellectual property rights and the other factors
referred to herein (including, but not limited to, the factors discussed below
under "Revenues," "Quarterly Trends" "Seasonality," "Operating Systems,"
"Competition and Risks Associated with New Product Introductions," and "Stock
Price Volatility"), in the Company's Form 10-K for the year ended September 30,
1999 and in the Company's Form 10-Q for the quarter ended December 31, 1999. (On
April 24, 2000, the Company changed its name from Stac Software, Inc., to
Previo, Inc. Therefore, all filings and financial statements that are referenced
were originally filed or reported under the Stac Software, Inc. name.) Due to
such fluctuations, historical results and percentage relationships are not
necessarily indicative of the operating results for any future period.
OVERVIEW
Previo was formerly known as Stac Software, Inc. ("Stac"), whose
storage systems recovery software business was comprised of its Replica Tape and
Replica Network Data Manager ("NDM") product lines. Replica Tape and Replica NDM
were distributed business systems recovery software products, which enabled PC
server, desktop and notebook replication and disaster recovery. Stac also
developed and marketed ReachOut Enterprise ("ReachOut") remote communications
software, a remote access software suite which allowed administrators and end
users to access a PC using another PC through a network, the Internet, ISDN
lines or modems.
On April 25, 2000, the Company changed its name from Stac Software,
Inc., to Previo, Inc, concurrent with a change in the Company's focus away from
storage and remote access systems, to entrance into the emerging eSupport market
space. The Company is now focused on developing and marketing high availability
solutions for desktops, laptops, and mobile computing devices.
9
<PAGE>
Because of this change of focus, the Company is in the process of
discontinuing the sale of its ReachOut and Replica Tape products, and is
currently engaged in discussions with third parties for the sale or license of
technology and other attributes associated with these products. The Company
intends to retain the rights to such technology as is needed for incorporation
into eSupport Essentials(TM). The Company may not be able to sell or license
these technologies on favorable terms or at all.
Previo's initial software offering, which the Company anticipates will
become commercially available in July 2000, is eSupport Essentials. eSupport
Essentials implements patented technology that permits the return of inoperable
end-user computing devices to working condition with relative ease of use, while
providing for the automated recovery of an entire computer system including the
operating system, applications, individual user preferences and all end user
data. The results are increased end-user uptime and service levels, faster
problem resolution, and significant reductions in support costs and efforts.
eSupport Essentials is based on the technology used in Replica NDM, which was
introduced to selected customer sites in April 1998 and became commercially
available in January 1999. eSupport Essentials builds on the technology
introduced in Replica NDM and expands on it by adding features such as system
roll-back, which allows users to restore their applications, data and user
preferences to an earlier point-in-time as well as adding remote access
capabilities (using the technology formerly used in ReachOut), which provides
help-desk functionality.
On May 1, 2000, the Company announced that it had signed an exclusive
OEM agreement with Hewlett-Packard Company ("HP"). Under this agreement,
Previo's eSupport Essentials will serve as the software application core for the
HP SureStore AutoBackup family of products. These products represent off the
shelf, turn-key solutions which provide the eSupport Essentials software
pre-installed on an HP server appliance. Built on thin-server technology, the
appliance captures changes to hard-drive content whenever a PC connects to the
network. This automated process is transparent to end-users and does not
interfere with other applications. This new class of solutions is designed to
safeguard the high volume of business-critical data residing on mobile computers
and networked desktop systems in workgroup environments.
On December 16, 1998, the Company distributed a special dividend of its
stock in its Hi/fn, Inc. ("Hi/fn") subsidiary to its stockholders. Hi/fn was a
majority owned subsidiary of the Company and is engaged in silicon and software
implementations of data compression and data encryption standards for the
network communications and storage equipment markets. As a result of the
spin-off, Hi/fn has been accounted for as a discontinued operation in the
Company's financial statements. Hi/fn is currently traded on Nasdaq under the
symbol HIFN. Please refer to the December 8, 1998 General Form for Registration
of Securities on Form 10 filed by Hi/fn with the SEC for a complete discussion
of the spin-off transaction.
The following discussion should be read in conjunction with the
consolidated financial statements included elsewhere within this quarterly
report.
10
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth the Company's results of operations and
the percentage relationship of certain items to revenues during the periods
shown:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
--------- ---------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100% 100% 100% 100%
Cost of revenues 22 6 13 6
---------- ---------- --------- ----------
Gross margin 78 94 87 94
---------- ---------- --------- ----------
Research and development 56 41 48 53
Sales and marketing 123 57 85 68
General and administrative 30 23 23 34
Restructuring - - - 13
---------- ---------- --------- ----------
Total operating expenses 209 121 156 168
---------- ---------- --------- ----------
Operating loss (131) (27) (69) (74)
Interest income 20 12 16 14
---------- ---------- --------- ----------
Loss before income taxes (111) (15) (53) (60)
Benefit from income taxes - (9) (1) (27)
---------- ---------- --------- ----------
Net loss from continuing operations (111) (6) (52) (33)
Net income from discontinued operations - - - 14
---------- ---------- --------- ----------
Net loss (111)% (6)% (52)% (19)%
========== ========== ========= ==========
</TABLE>
REVENUES. Revenues decreased 38% to $2.1 million for the quarter ended
March 31, 2000 from $3.4 million in the quarter ended March 31, 1999. Revenues
decreased 17% to $5.3 million for the six months ended March 31, 2000 from $6.4
million in the comparable period of the prior fiscal year. As discussed above,
during the March 2000 quarter, the Company initiated significant changes to its
business strategy, including the planned discontinuation of sales of the
ReachOut and Replica Tape products, in order to focus on positioning the Company
in the eSupport market. This change in direction coupled with a decline in
revenues from a major OEM partner for royalties associated with the Replica Tape
product contributed to the decrease in revenues for the three and six month
periods ended March 31, 2000. The Company expects current and future revenues to
be significantly impacted by the discontinuance of the ReachOut and Replica Tape
products.
International sales are comprised primarily of software products and
were $0.5 million, or 24% of revenues for the quarter ended March 31, 2000, and
$1.3 million and 25% of revenues for the six months ended March 31, 2000,
compared to $1.8 million, or 53% and $2.9 million or 45% of revenues in the
quarter and six months ended March 31, 1999, respectively. The decrease in
international revenues in the March 31, 2000 quarter from those in the
comparable period of the prior fiscal year was primarily due to the the planned
discontinuation of sales of the ReachOut and Replica Tape products, and the
reduction in Replica Tape royalties as discussed above. The decrease in the six
months ended March 31, 2000 compared to March 31, 1999 was due to the revenue
reduction in the current quarter as discussed above, combined with suppressed
sales during the December 31, 1999 quarter, which management believes was
related to potential buyers postponing purchases of new software pending the
start of the new calendar year. Previo markets and sells to its European
accounts from its office in the United Kingdom and markets and sells to the
other principal international markets through sales personnel in its San Diego
office.
11
<PAGE>
COST OF REVENUES AND GROSS MARGIN. Cost of revenues consists primarily
of the user manuals, packaging, license fees, media and assembly associated with
the Company's software products, and the costs of rendering product support
services pursuant to paid service offerings. Gross margins were 78% for the
quarter ended March 31, 2000 compared to 94% in the comparable quarter of the
prior fiscal year, and were 87% for the six months ended March 31, 2000 compared
to 94% for the same six months of fiscal 1999. The decrease in gross margin was
primarily due to increased obsolescence reserves taken for box product
inventory, related to the Company's planned discontinuation of sales of the
ReachOut and Replica Tape products as discussed above.
RESEARCH AND DEVELOPMENT. Research and development costs consist
primarily of salaries, employee benefits, overhead, outside contractors and
non-recurring engineering fees. Such expenses were $1.2 million and $1.4 million
for the quarters ended March 31, 2000 and March 31, 1999, respectively, and $2.5
million and $3.4 million for the six months ended March 31, 2000 and March 31,
1999, respectively. The decrease in research and development costs from the
prior year's quarter was primarily due to lower employee-related costs in the
current periods, related to the reallocation of resources among development
facilities in conjunction with the restructuring discussed below. The Company
expects to continue to invest in the development of products for which it
believes there is a need in the market; however, the research and development
programs invested in by the Company may not be successful and any products
resulting from such programs may not achieve market acceptance.
SALES AND MARKETING. Sales and marketing expenses consist primarily of
the salaries, commissions and employment benefits of sales, marketing and
customer support personnel, and consulting, advertising, promotion and overhead
expenses. Such expenses were $2.6 million for the quarter ended March 31, 2000
and $1.9 million for the quarter ended March 31, 1999. These expenses were $4.5
million in the six months ended March 31, 2000 and $4.3 million in the
comparable six months of the prior fiscal year. The increased spending in the
quarter and six months ended March 31, 2000 from the prior year's comparable
quarter and six month period is primarily due to spending related to the launch
of the corporate repositioning discussed above. Consolidated sales and marketing
expenses are expected to remain a significant ongoing operating expense and are
expected to increase in future quarters.
GENERAL AND ADMINISTRATIVE. General and administrative expenses are
comprised primarily of salaries for administrative and corporate services
personnel, legal, and other professional fees. Such expenses were $0.6 million
and $0.8 million for the quarters ended March 31, 2000 and March 31, 1999,
respectively and $1.2 million and $2.2 million for the six months ended March
31, 2000 and March 31, 1999, respectively. The reduction in expenses in the six
month period reflects lower salaries and non-recurring costs, both related to
the Company's spin-off of its former Hi/fn, Inc. subsidiary.
RESTRUCTURING. The restructuring charge of $0.8 million in the six
months ended March 31, 1999 reflects $0.5 million of fixed assets abandoned and
written off as a result of the restructuring, $0.2 million in severance costs
and benefits, and $0.1 million in lease termination costs. The restructuring was
initiated to better align the Company's costs and resources with the needs of a
stand-alone, partner-focused software company.
INTEREST INCOME. Interest income was $0.4 million for the quarters
ended March 31, 2000 and 1999, respectively, $0.8 million for the six months
ended March 31, 2000 and $0.9 million for the six months ended March 31, 1999.
12
<PAGE>
INCOME TAXES. The effective tax rates for the March 2000 and March 1999
quarters were based on the Company's forecasted taxable results for the year and
the anticipated carry-back benefit for income taxes paid in previous years, if
any. The effective income tax rates for the quarters ended March 31, 2000 and
March 31, 1999 were 0% and 61%, respectively. The effective income tax rates for
the six months ended March 31, 2000 and March 31, 1999 were 2% and 45%,
respectively. The effective income tax rate for the quarter and six months ended
March 31, 2000 reflects limitations on the availability of carry-back benefit
for taxes paid in prior years. The effective tax rate for the six months ended
March 31, 1999 reflects the non-deductible nature of certain costs associated
with the Hi/fn spin-off transaction, for which, consistent with statutory
guidelines, no tax benefit was recognized.
QUARTERLY TRENDS. Fluctuations in quarterly results are expected to be
significantly impacted by the cessation of revenues from discontinued product
lines, and management does not expect the revenue streams from new product
offerings to offset the decrease. Notwithstanding this the Company historically
has experienced significant fluctuations in its revenues and operating results,
including net income, and anticipates that these fluctuations will continue. The
Company operates with relatively little backlog of its software sales, and the
majority of its software revenues each quarter result from orders received in
that quarter. Consequently, if near-term demand for the Company's products
weakens in a given quarter, the Company's operating results for that quarter
would be adversely affected. In addition, when the Company announces enhanced
versions of its software products, the announcement usually has the effect of
slowing sales of the current version of the product as buyers delay their
purchase. Quarterly results have been or may in the future be influenced by the
timing of announcements or introductions of new products and product upgrades by
the Company or its competitors, distributor ordering patterns, product returns,
delays in product development and licensing of the Company's products and core
technology. In addition, the Company's current products may have a lengthy
evaluation period before any purchase is made.
SEASONALITY. The software industry has typically experienced some
seasonal variations in demand, with sales declining somewhat in the summer
months. The Company believes that its software sales are subject to similar
seasonal variations which, when combined with the other factors described above,
are likely to result in fluctuations in the Company's quarterly results. As a
result, historical quarter-to-quarter comparisons should not be relied upon as
indicative of future performance.
OPERATING SYSTEMS. eSupport Essentials server component runs on Windows
NT 4.0 server with client support for Windows 98, Windows 95, Windows NT
workstations and Windows 2000 Professional. The Company expects to support
Windows 2000 server by the end of calendar 2000. Future versions of Microsoft's
Windows operating systems may require significant changes to the Company's
products in order to maintain compatibility.
COMPETITION AND RISKS ASSOCIATED WITH NEW PRODUCT INTRODUCTIONS. The
market for eSupport Essentials is competitive. Companies such as Connected
Corporation, Support.com, Inc. and Motive Communications, Inc. have also made
public their entrance into the eSupport arena. Competition for eSupport
Essentials and any new products the Company may offer could result in a failure
to establish significant sales volume, and/or price concessions that could
prevent the Company from ever becoming profitable.
13
<PAGE>
Also, the Company's eSupport Essentials product may be perceived to
compete with well established back-up products from Computer Associates, Inc.,
Veritas Software Corporation and Legato Systems, Inc., all of which have
established channels of distribution and installed customer bases. The Company
has entered into an OEM license with Hewlett-Packard Company ("HP") which
authorizes HP to resell eSupport Essentials under certain conditions (see
discussion in "Overview" section above). While the Company hopes to expand its
sales and marketing reach through this agreement, the Company expects to realize
less revenue per unit than it would if it sold the products itself. As a result,
the Company could realize less revenue from sales of eSupport Essentials than it
might have otherwise obtained by only directly selling eSupport Essentials.
Also, eSupport Essentials is being introduced into sophisticated server
environments and, while the Company has invested significant resources in
testing eSupport Essentials under a variety of conditions, configurations and
circumstances, there are likely to be environments which have not been
anticipated for which additional development of eSupport Essentials will be
necessary.
STOCK PRICE VOLATILITY. Due to the factors noted above, the Company's
future earnings and therefore, its stock price, may be subject to significant
volatility, particularly on a quarterly basis. Any shortfall in earnings from
levels expected by securities analysts could have an immediate and significant
adverse effect on the trading price of the Company's common stock in any given
period. Shortfalls in the Company's earnings could be caused by shortfalls in
revenues and/or increased levels of expenditures. Additionally, the Company
participates in a highly dynamic industry, which often results in significant
volatility of the Company's stock price.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and marketable securities increased by $1.0 million
to $30.8 million at March 31, 2000 from those at September 30, 1999. The
increase was primarily due to payments received for stock option exercises and
the liquidation of accounts receivable balances, partially offset by cash used
in general operations. Working capital decreased by $1.1 million to $28.4
million at March 31, 2000 from that at September 30, 1999.
The Company believes that existing cash balances and funds provided by
operations will be sufficient to finance the working capital requirements of the
consolidated companies for at least the next twelve months.
YEAR 2000
The Company has completed its Year 2000 plan as scheduled. The
possibility of significant interruptions of normal operations has been reduced.
To date, the Company's products, computing, and communications infrastructure
systems have operated without Year 2000 related problems and appear to be Year
2000 compliant. The Company is not aware that any of its major customers or
third-party suppliers have experienced significant Year 2000 related problems.
The Company believes all its critical systems are Year 2000 compliant.
However, there is no guarantee that the Company has discovered all possible
failure points. Specific factors contributing to this uncertainty include
failure to identify all systems, non-ready third parties whose systems and
operations impact the Company, and other similar uncertainties. If the Company
or third parties customers or suppliers experience Year 2000 related problems,
it could have a material adverse effect on the Company's financial condition and
results of operations.
14
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCUSSION ABOUT MARKET RISK.
The Company is exposed to a variety of risks, including foreign
currency fluctuations and changes in the market value of its investments. In the
normal course of business, the Company employs established policies and
procedures to manage its exposure to fluctuations in foreign currency values and
changes in the market value of its investments.
The Company's foreign currency risks are mitigated principally by
maintaining only nominal foreign currency cash balances. Working funds necessary
to facilitate the short term operations of the Company's Subsidiary in the
United Kingdom are kept in the local currencies for the European countries in
which they do business, with excess funds transferred to Previo's offices in the
United States for investment.
The fair value of the Company's investments in marketable securities at
March 31, 2000 was $2,972,000. The Company's investment policy is to manage its
portfolio of marketable securities in order to preserve principal and liquidity
while maximizing the return. At March 31, 2000, the Company's portfolio was
primarily invested in high quality commercial paper, typically with maturities
of less than six months. These investments are distributed among several issuers
to minimize the credit risk associated with any single institution.
15
<PAGE>
PART II-OTHER INFORMATION
ITEM 4. The Company's Annual Meeting of Stockholders (the "Annual
Meeting") was held on March 8, 2000. At the Annual Meeting, the
stockholders of the Company (i) elected each of the persons listed
below to serve as a director of the Company until the 2001 Annual
Meeting of Stockholders or until his successor is elected and (ii)
ratified the selection of PricewaterhouseCoopers, LLP as the
Company's independent accountants for the fiscal year ending
September 30, 2000.
The Company had 6,192,850 shares of Common Stock outstanding as of
January 14, 2000, the record date for the Annual Meeting. At the
Annual Meeting, holders of a total of 5,937,732 shares of Common
Stock were present in person or represented by proxy. The
following sets forth information regarding the results of the
voting at the Annual Meeting:
<TABLE>
<CAPTION>
PROPOSAL 1: ELECTION OF DIRECTORS
---------------------------------
Voting Shares Voting Shares
in Favor Withheld
-------- --------
Director
<S> <C> <C>
Gary W. Clow 5,919,709 18,023
Robert W. Johnson, Ph.D. 5,919,790 17,942
Antonio Perez 5,918,790 18,942
Peter D. Schleider 5,919,790 17,942
Corey M. Smith 5,918,790 18,942
John T. Ticer 5,919,790 17,942
PROPOSAL 2: RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT ACCOUNTANTS
------------------------------------------------------------------------------------------------
Votes in favor: 5,923,365
Votes against: 3,407
Abstentions: 10,960
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
Form 8-K filed May 2, 2000
Items 1,2,3 and 5 are not applicable and have been omitted.
16
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
PREVIO, INC.
------------------------------------
Date: May 12, 2000 /S/ CLIFFORD L. FLOWERS
------------------------------------
Clifford L. Flowers
(Vice President of Finance and
Chief Financial Officer
Principal Financial and Accounting
Officer and Duly Authorized Officer)
17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 27,845
<SECURITIES> 2,972
<RECEIVABLES> 884
<ALLOWANCES> 0
<INVENTORY> 14
<CURRENT-ASSETS> 32,266
<PP&E> 1,551
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,249
<CURRENT-LIABILITIES> 3,909
<BONDS> 0
0
0
<COMMON> 9
<OTHER-SE> 30,314
<TOTAL-LIABILITY-AND-EQUITY> 34,249
<SALES> 5,262
<TOTAL-REVENUES> 5,262
<CGS> 706
<TOTAL-COSTS> 8,913
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,821)
<INCOME-TAX> (62)
<INCOME-CONTINUING> (2,759)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,759)
<EPS-BASIC> (.44)
<EPS-DILUTED> (.44)
</TABLE>
