<PAGE>
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 JULY 1, 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: 000-20923
INNOVEDA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 93-1137888
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NUMBER)
293 BOSTON POST ROAD WEST
MARLBORO, MASSACHUSETTS 01752-4615
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 480-0881
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
As of August 7, 2000, the Registrant had outstanding 32,736,519 shares of Common
Stock, $.01 par value per share.
<PAGE>
INNOVEDA, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION Page
<S> <C>
Item 1 Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of July 1, 2000
and January 1, 2000. 3
Condensed Consolidated Statements of Operations for the
Second Quarter Ended July 1, 2000 and July 3, 1999 and the
Six Months Ended July 1, 2000 and July 3, 1999. 4
Condensed Consolidated Statements of Cash Flows for
the Six Months Ended July 1, 2000 and July 3, 1999. 5
Notes to Condensed Consolidated Financial Statements. 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3 Quantitative and Qualitative Disclosures about Market Risk 24
PART II OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 25
Item 6 Exhibits and Reports on Form 8-K 25
Signature 28
</TABLE>
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<PAGE>
INNOVEDA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
July 1, 2000 January 1, 2000
------------ ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 21,708 $ 531
Accounts receivable, net 15,173 14,290
Prepaid expenses and other 2,737 2,722
Prepaid income taxes 1,204 1,228
Deferred income taxes 6,396 1,342
-------- --------
Total current assets 47,218 20,113
Equipment and furniture, net 6,932 4,477
Capitalized software costs, net 2,341 2,427
Purchased technology and other intangibles, net 24,223 3,508
Goodwill, net 13,817 --
Deposits and other assets 1,026 920
-------- --------
Total assets $ 95,557 $ 31,445
======== ========
LIABILITIES
Current liabilities:
Notes payable, current portion $ 3,375 $ 3,125
Capital lease obligations, current portion 390 372
Accounts payable 2,621 2,840
Accrued liabilities 13,974 7,140
Deferred revenue 18,695 14,595
-------- --------
Total current liabilities 39,055 28,072
-------- --------
Notes payable, less current portion 6,625 13,825
Capital lease obligation, less current portion 396 554
Other long-term liabilities 131 --
Deferred income taxes 13,323 2,393
-------- --------
Total liabilities 59,530 44,844
-------- --------
Redeemable, convertible preferred stock -- 32,000
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000 authorized,
32,590 outstanding at July 1, 2000, $.001 par value,
35,000 authorized, 7,969 outstanding at January 1, 2000 326 8
Additional paid-in capital 90,831 4,777
Notes due from stockholders (927) (927)
Deferred compensation (1,407) (1,701)
Accumulated deficit (52,956) (47,845)
Accumulated other comprehensive income 160 289
-------- --------
Total stockholders' equity (deficit) 36,027 (45,399)
-------- --------
Total liabilities and stockholders' equity (deficit) $ 95,557 $ 31,445
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-3-
<PAGE>
INNOVEDA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
For the Second Quarter Ended For the Six Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
Software $ 11,613 $ 6,565 $ 19,241 $ 13,099
Services and other 9,947 6,683 16,704 14,133
-------- -------- -------- --------
Total revenue 21,560 13,248 35,945 27,232
-------- -------- -------- --------
Costs and expenses:
Cost of software 1,956 1,371 3,472 2,737
Cost of services and other 2,050 1,608 3,612 3,157
Sales and marketing 8,486 5,651 14,937 11,229
Research and development 5,743 2,788 9,271 5,478
General and administrative 1,519 1,025 2,779 2,019
Amortization of intangibles and
stock compensation 2,750 213 3,374 365
In process research and development -- -- 2,400 --
Non-recurring restructuring costs -- -- 2,243 --
-------- -------- -------- --------
Total operating expenses 22,504 12,656 42,088 24,985
Operating income (loss) (944) 592 (6,143) 2,247
Other income (expense) 263 (286) (140) (626)
-------- -------- -------- --------
Income (loss) before provision for
income taxes (681) 306 (6,283) 1,621
Provision (benefit) for income taxes (12) 171 (1,172) 746
-------- -------- -------- --------
Net income (loss) ($ 669) $ 135 ($ 5,111) $ 875
======== ======== ======== ========
Earnings (loss) per share:
Basic ($ 0.02) $ 0.05 ($ 0.21) $ 0.30
======== ======== ======== ========
Diluted ($ 0.02) $ 0.01 ($ 0.21) $ 0.06
======== ======== ======== ========
Weighted average shares outstanding:
Basic 32,500 2,966 24,087 2,877
======== ======== ======== ========
Diluted 32,500 14,204 24,087 14,104
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-4-
<PAGE>
INNOVEDA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
July 1, 2000 July 3, 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($ 5,111) $ 875
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 6,011 1,760
Compensation under stock option agreements 294 245
Write-off of in process research and development 2,400 --
Change in assets and liabilities:
Accounts receivable 3,383 (325)
Prepaid and other current assets 872 (95)
Deferred income taxes (1,875) (399)
Accounts payable (1,217) (763)
Accrued liabilities 445 (288)
Deferred revenue (1,660) 347
-------- -------
Net cash provided by operating activities 3,542 1,357
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,417) (338)
Capitalized software costs (1,146) (561)
(Increase) decrease in other assets -- (37)
Cash acquired in acquisition of Summit Design, Inc.
net of transaction costs 27,036 --
Purchase of OmniView -- (1,100)
-------- -------
Net cash provided by (used in) investing activities 24,473 (2,036)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of principal on debt (7,006) (1,000)
Proceeds from exercise of stock options 445 --
Repayments of capital lease obligations (194) (40)
-------- -------
Net cash used in financing activities (6,755) (1,040)
-------- -------
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH (83) (122)
-------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 21,177 (1,841)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 531 4,487
-------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 21,708 $ 2,646
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest 612 655
======== =======
Income taxes 49 905
======== =======
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-5-
<PAGE>
INNOVEDA, INC.
Notes to Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
Innoveda, Inc. ("Innoveda" or the "Company"), a publicly traded Delaware
corporation, was created by the business combination of Summit Design, Inc.
("Summit") and Viewlogic Systems, Inc. ("Viewlogic") which was consummated on
March 23, 2000. The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all the information and notes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments necessary to present
fairly the information set forth therein have been included. The business
combination of Summit with Viewlogic on March 23, 2000 was accounted for as a
reverse acquisition as former shareholders of Viewlogic owned a majority of the
outstanding stock of Summit subsequent to the business combination. Therefore,
for accounting purposes, Viewlogic is deemed to have acquired Summit.
All fiscal 1999 financial information presented herein represents only the
financial results for Viewlogic. The fiscal 2000 financial information presented
in the Condensed Consolidated Statements of Operations, and the Condensed
Consolidated Statements of Cash Flows represents the results for Viewlogic for
the periods stated and includes the financial results for Summit from March 24,
2000. The operating results for the quarter ended July 1, 2000 and for the six
months ended July 1, 2000 are not necessarily indicative of the results that may
be expected for any future period. There has been no change to the estimated
fair value of assets acquired, liabilities assumed and resulting goodwill
relating to the Merger, reported in Innoveda's Quarterly Report on the Form 10-Q
for the period ended April 1, 2000. However, the estimated fair value of assets
may be subject to further refinement.
The accompanying financial statements should be read in conjunction with the
fiscal 1999 consolidated financial statements of Viewlogic and Summit,
Innoveda's Current Report on Form 8-K dated March 23, 2000, as amended, the
Innoveda Form S-4/A filed August 11, 2000, as amended, and footnote 8 on this
Form 10-Q entitled "PADS Merger".
2. MERGER OF VIEWLOGIC AND SUMMIT
On March 23, 2000 a change in control of the Registrant occurred at the
effective time (the "Effective Time") of the Merger contemplated by that certain
Agreement and Plan of Reorganization dated as of September 16, 1999 (the
"Reorganization Agreement") by and among Summit, Hood Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Summit ("Merger Sub"), and
Viewlogic. At the Effective Time, Merger Sub merged with and into Viewlogic with
Viewlogic surviving as a wholly owned subsidiary of Summit (the "Merger"). In
connection with the Merger, Summit changed its name to Innoveda, Inc. Pursuant
to the Reorganization Agreement, Summit issued 16,337,979 shares of its common
stock to Viewlogic shareholders in exchange for all the outstanding common stock
of Viewlogic (24,051,963 outstanding shares) at a .67928 to 1 exchange ratio.
Immediately after the Effective Time, the shareholders of Viewlogic immediately
prior to the Effective Time owned 50.6% of the outstanding common stock of
Innoveda, Inc., and the shareholders of Summit immediately prior to the
Effective Time owned the remaining 49.4% of the outstanding shares of Innoveda
common stock.
-6-
<PAGE>
The Merger was accounted for under the purchase method of accounting and was
treated as a reverse acquisition as the stockholders of Viewlogic received the
larger portion of the voting interests in the combined company. Viewlogic was
considered the acquirer for accounting purposes and recorded Summit's assets and
liabilities based upon their estimated fair values. The operating results of
Summit have been included in the accompanying consolidated financial statements
from the date of acquisition. Under the purchase method of accounting, the
acquired assets and assumed liabilities have been recorded at their estimated
fair values at the date of acquisition. On a preliminary basis, goodwill and
other intangibles in the amount of approximately $37,737,000 have been
capitalized. As a result of the Merger, $2,400,000 relating to in-process
research and development has been expensed. The goodwill and other intangibles
will be amortized over estimated useful lives of three to seven years.
Below is a table of the acquisition costs and the preliminary purchase price
allocation (in thousands):
-------------------------------------------------------------------
Preliminary purchase price:
-------------------------------------------------------------------
Common stock $ 49,020
-------------------------------------------------------------------
Stock options 4,882
-------------------------------------------------------------------
Acquisition costs 1,136
-------------------------------------------------------------------
Total preliminary purchase price $55,038
-------------------------------------------------------------------
Preliminary purchase price allocation:
-------------------------------------------------------------------
Tangible net assets acquired $28,489
-------------------------------------------------------------------
Assets impaired by Merger (750)
-------------------------------------------------------------------
Deferred income taxes (11,492)
-------------------------------------------------------------------
Intangible net assets acquired:
-------------------------------------------------------------------
Purchased technology, assembled workforce, and
customer base 23,200
-------------------------------------------------------------------
Goodwill 14,537
-------------------------------------------------------------------
In-process research and development 2,400
-------------------------------------------------------------------
Estimated Merger related severance and shutdown
costs, net of tax benefits (1,346)
-------------------------------------------------------------------
Total $55,038
-------------------------------------------------------------------
-------------------------------------------------------------------
The unaudited consolidated results of operations on a pro forma basis as if the
Merger had occurred as of the beginning of the periods presented are as follows:
<TABLE>
<CAPTION>
For the Second
Quarter Ended For the Six Months Ended
July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------
<S> <C> <C> <C>
Revenue $ 20,430 $ 39,406 $ 41,230
Net income (loss)* (2,139) (11,978) (4,439)
Net income per share - basic ($ 0.07) ($ 0.37) ($ 0.14)
Net income per share - diluted ($ 0.07) ($ 0.37) ($ 0.14)
</TABLE>
*Six months ended July 1, 2000 includes $5,437 of non-recurring charges and
write-off of $2,400 of in-process research and development.
The pro forma financial information is presented for informational purposes only
and is not indicative of the operating results that would have occurred had the
merger been consummated as of the above dates, nor are they necessarily
indicative of future operating results.
-7-
<PAGE>
3. RESTRUCTURING AND NON-RECURRING CHARGES
During the first quarter ended April 1, 2000, Innoveda recorded approximately
$2.2 million in restructuring charges. This primarily included severance and
other costs relating to the consolidation of duplicative facilities as a result
of the merger between Summit and Viewlogic. Other costs relating to property and
equipment lease contracts (less any applicable sublease income) after the
properties were abandoned, lease buyout costs, restoration costs associated with
certain lease arrangements, and costs to maintain facilities during the period
after abandonment are also included. Further action was taken to restructure the
Innoveda sales and services business in Japan as a result of an exclusive
distributor agreement executed with Marubeni Solutions Corporation during the
first quarter of fiscal 2000. Charges associated with Japanese reorganization
include severance and benefit continuance for approximately 14 employees, costs
associated with office closings and subsequent lease termination, and other
facility and exit related costs.
The following table presents the components of the non-recurring restructuring
charges accrued during the period ended April 1, 2000 and the charges against
the reserves through July 1, 2000. All significant amounts are expected to be
paid within one year from the merger date of March 23, 2000.
<TABLE>
<CAPTION>
July 1, 2000
Total Non-cash Amounts Accrual
Charge Write-offs Paid Balance
------ ---------- ------- -------
<S> <C> <C> <C> <C>
Severance and related $ 780 $ -- $ 704 $ 76
Non-cancelable commitments 1,389 -- 399 990
Capitalized software 74 74 -- --
------ ----- ------ ------
Totals $2,243 $ 74 $1,103 $1,066
====== ==== ====== ======
</TABLE>
4. EARNINGS PER SHARE
Although Summit is the surviving legal entity after the Merger and the legal
acquirer, for accounting purposes the Merger was treated as an acquisition of
Summit by Viewlogic. The weighted average number of common shares outstanding
has been adjusted for all periods reported to reflect the exchange ratio of
.67928.
<TABLE>
<CAPTION>
For the Second Quarter Ended For the Six Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
<S> <C> <C> <C> <C>
Net income (loss) ($ 669) $ 135 ($ 5,111) $ 875
======= ===== ======== =====
Denominator:
Weighted average number of common shares
- Basic 32,500 2,966 24,087 2,877
Dilutive effect of employee stock options -- 370 -- 359
Assumed conversion of preferred stock -- 10,868 -- 10,868
-- ------ -------- ------
Weighted average number of common shares
- Diluted 32,500 14,204 24,087 14,104
======= ====== ====== ======
Net income (loss) per share - basic ($ 0.02) $ 0.05 ($ 0.21) $ 0.30
======= ====== ======== ======
Net income (loss) per share - diluted ($ 0.02) $ 0.01 ($ 0.21) $ 0.06
======= ====== ======== ======
</TABLE>
-8-
<PAGE>
5. BUSINESS SEGMENTS AND GEOGRAPHIC DATA
Innoveda operates in a single industry segment comprising the electronic design
automation industry. Net revenue by geographic region (in thousands) and as a
percentage of total revenue for each region is as follows:
<TABLE>
<CAPTION>
For the Second Quarter Ended For the Six Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue
North America $14,240 $9,218 $23,939 $18,210
Europe 3,189 1,910 4,741 4,386
Japan 2,833 993 5,505 2,688
Other 1,298 1,127 1,760 1,948
----- ----- ----- -----
Total Revenue $21,560 $13,248 $35,945 $27,232
======= ======= ======= =======
As a Percentage of Total Revenue
North America 66% 70% 67% 67%
Europe 15% 14% 13% 16%
Japan 13% 7% 15% 10%
Other 6% 9% 5% 7%
-- -- -- --
Total 100% 100% 100% 100%
==== ==== ==== ====
</TABLE>
6. COMPREHENSIVE INCOME
The following table presents the components of comprehensive income for the
periods indicated.
<TABLE>
<CAPTION>
For the Second Quarter Ended For the Six Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
<S> <C> <C> <C> <C>
Net income (loss) ($ 669) $ 135 ($ 5,111) $ 875
Foreign currency translation adjustments (103) (2) (129) 261
----- --- ----- ---
Comprehensive income (loss) ($ 772) $ 133 ($ 5,240) $ 1,136
======= ===== ========= =======
</TABLE>
7. DEBT
Innoveda has an $18.0 million term loan with Fleet Bank, with approximately
$10.0 million outstanding as of July 1, 2000. The loan agreement was amended
as of July 31, 2000 to include Innoveda as a borrower. Borrowings under the
credit facility are secured by substantially all of Innoveda's assets. The
credit facility contains limitations on additional indebtedness and capital
expenditures, and includes financial covenants, which include but are not
limited to the maintenance of minimum levels of profits, interest and debt
service coverage ratios and maximum leverage ratios. To avoid default under
this credit facility, Innoveda must remain in compliance with these
limitations and covenants and make all required repayments or Innoveda must
obtain replacement financing. Innoveda is in compliance with all of its debt
covenants as of July 1, 2000.
-9-
<PAGE>
8. PADS MERGER
On June 2, 2000 Innoveda, Inc. entered into a merger agreement with PADS
Software, Inc. The merger agreement provides that a wholly owned subsidiary of
Innoveda will merge with and into PADS, with PADS surviving as a wholly owned
subsidiary of Innoveda following the merger. In the merger, Innoveda will issue
6,473,136 shares of its common stock and expects to pay approximately $1.9
million to the PADS stockholders. The number of shares of Innoveda common stock
and the cash consideration which each PADS stockholder will receive in exchange
for their shares of PADS capital stock will be determined at the effective time
of the merger based on the number of shares and options of PADS capital stock
then outstanding. Based upon the outstanding PADS capital stock as of August 1,
2000, it is expected that each share of PADS capital stock will be exchanged for
approximately 1.9 shares of Innoveda common stock and $.51 in cash. In addition,
each outstanding option to purchase shares of PADS common stock will be
converted into an option to purchase 2.0355 shares of Innoveda common stock,
with the option exercise price to be adjusted accordingly. The transaction is
subject to the approval of PADS' stockholders and other customary closing
conditions.
9. SUBSEQUENT EVENT
On July 28, 2000 Innoveda entered into an agreement with Synopsys, Inc. in
which Synopsys agreed to acquire Innoveda's VirSim electronic design software
tool and related assets for a purchase price of $7.0 million. VirSim is used
as a debugging and analysis environment with hardware description language
simulators, including the Synopsys VCS Verilog simulator. The sale was
completed on August 1, 2000. Previously, Synopsys licensed VirSim from
Innoveda on an original equipment manufacturer basis. Innoveda has retained
rights to the product source code and plans to integrate the functionality of
VirSim with its suite of verification tools. Other VirSim original equipment
manufacturer agreements have been transferred to Synopsys. Innoveda customers
who purchased VirSim bundled with other products from Innoveda will have
continued support from Innoveda and will be transitioned to the integrated
version of the technology over time. The sale will reduce anticipated
revenues for the balance of the year by approximately $1.2 million due to the
elimination of revenue from VirSim royalties.
10. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133).
This SFAS establishes standards for derivative instruments and hedging
activities. SFAS 133 requires an entity to recognize all derivatives as either
an asset or liability in the statement of financial position and measure those
instruments at fair value. SFAS 133 requires that changes in the fair value of a
derivative be recognized currently in earnings unless specific hedge accounting
criteria are met and that a company must formally document, designate and assess
the effectiveness of transactions that receive hedge accounting. SFAS 133 is
effective for fiscal years beginning after June 15, 2000. Innoveda is planning
to adopt SFAS 133 in the first quarter of fiscal 2001. Innoveda is currently
evaluating this statement, but does not expect the adoption of SFAS 133 to have
a material effect on Innoveda's consolidated financial position or results of
operations.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements". The SAB
summarizes certain of the SEC's views in applying revenue recognition in
financial statements. The provisions of SAB No. 101 are effective in the first
quarter of our current fiscal year beginning January 2, 2000. Innoveda has not
yet completed its evaluation of the effects of SAB No. 101.
-10-
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
IMPORTANT NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Words such as "anticipates," "expects," "intends," "plans," "believes,"
"seeks," "estimates" and similar expressions identify such forward-looking
statements, but not all forward-looking statements contain such words. These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those indicated in the
forward-looking statements. Factors which could cause actual results to differ
materially include those set forth in the following discussion, and, in
particular, the risks discussed below under the subheading "Additional Risk
Factors that Could Affect Operating Results and Market Price of Stock." Unless
required by law, Innoveda undertakes no obligation to update publicly any
forward-looking statements.
OVERVIEW
Innoveda operates in the United States and international markets developing,
marketing and providing a comprehensive family of software tools used by
engineers in the design of advanced electronic products and systems, and
technical support and consulting services for those software tools. Innoveda
currently markets and sells its products worldwide through multiple distribution
channels, including independent distributors, value-added resellers, a direct
sales organization, telesales and strategic sales alliances with OEM partners.
Innoveda anticipates modest revenue growth as it continues to merge the
operations of Summit and Viewlogic, integrate distribution channels, and
establish a significant market presence under it's new name. Innoveda believes
that it has made significant progress in those areas during the first half of
fiscal 2000.
PADS ACQUISITION
On June 2, 2000, Innoveda, Inc. entered into a merger agreement with PADS
Software, Inc. The merger agreement provides that a wholly owned subsidiary
of Innoveda will merge with and into PADS, with PADS surviving as a wholly
owned subsidiary of Innoveda following the merger. In the merger, Innoveda
will issue 6,473,136 shares of its common stock and expects to pay
approximately $1.9 million to the PADS stockholders. The transaction is
subject to the approval of PADS' stockholders and other customary closing
conditions.
-11-
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth-certain financial data as a percentage of total
revenue for the periods indicated:
<TABLE>
<CAPTION>
For the Second Quarter Ended For the Six Months Ended
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenue:
Software 54% 50% 54% 48%
Services and other 46% 50% 46% 52%
--- --- --- ---
Total revenue 100% 100% 100% 100%
Costs and expenses:
Cost of software 9% 10% 10% 10%
Cost of services and other 10% 12% 10% 12%
Sales and marketing 39% 43% 41% 41%
Research and development 26% 21% 26% 20%
General and administrative 7% 8% 8% 8%
Amortization of intangibles and stock
compensation 13% 2% 9% 1%
In process research and development -- -- 7% --
Non-recurring restructuring costs -- -- 6% --
--- --- --- ---
Total operating expenses 104% 96% 117% 92%
Operating income (loss) -4% 4% -17% 8%
Other income (expense) 1% -2% 0% -2%
--- --- --- ---
Income (loss) before provision for income taxes -3% 2% -17% 6%
Provision (benefit) for income taxes 0% 1% -3% 3%
--- --- --- ---
Net income (loss) -3% 1% -14% 3%
=== === === ===
</TABLE>
SOFTWARE REVENUE
Innoveda software revenue is derived from license fees from Innoveda's software
products, licensed into the electronic design automation market. Software
revenue increased by $5.0 million, or 76.9% from $6.6 million for the second
quarter ended July 3, 1999 to $11.6 million for the second quarter ended July 1,
2000. Software revenue increased by $6.1 million, or 46.9% from $13.1 million
for the six months ended July 3, 1999 to $19.2 million for the six months ended
July 1, 2000. This increase is primarily due to additional sales resulting from
the acquisition of Summit Design in March 2000, and to a lesser extent due to
increased sales of Innoveda's Enterprise and HSSD products resulting from
increased customer demand for these technologies.
SERVICES AND OTHER REVENUE
Innoveda's services revenue is derived from maintenance contracts related to
Innoveda's software products. Innoveda's other revenue is derived from
consulting services and training classes offered to purchasers of Innoveda's
products. Services and other revenue increased by $3.3 million, or 48.8% from
$6.7 million for the second quarter ended July 3, 1999 to $10.0 million for the
second quarter ended July 1, 2000. Services and other revenue increased by $2.6
million, or 18.2% from $14.1 million for the six months ended July 3, 1999 to
$16.7 million for the six months ended July 1, 2000. These increases are
primarily due to additional maintenance revenue in the second quarter ended July
1, 2000 related to the acquisition of Summit Design, Inc., and to a lesser
extent due to higher consulting revenue resulting from increased consulting
capacity in the second quarter ended July 1, 2000 versus the same period in
1999.
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COSTS AND EXPENSES
COST OF SOFTWARE REVENUE
Cost of software revenue includes royalties, product packaging, labor and
other costs associated with ordering, handling, packaging and shipping
products and other production related costs. The cost of software revenue
increased by $0.6 million, or 42.7% from $1.4 million for the second quarter
ended July 3, 1999 to $2.0 million for the second quarter ended July 1, 2000.
The cost of software revenue increased by $0.7 million, or 26.9% from $2.7
million for the six months ended July 3, 1999 to $3.4 million for the six
months ended July 1, 2000. These increases in the cost of software revenue
reflect increased royalty payments to distributors, and increased software
replication costs consistent with the increase in software revenue.
COST OF SERVICES AND OTHER REVENUE
Cost of services and other revenue consists primarily of personnel costs and
facilities costs for customer support, consulting, and training classes offered
to purchasers of Innoveda's products. The cost of service revenue increased by
$0.4 million or 27.5% from $1.6 million for the second quarter ended July 3,
1999 to $2.0 million for the second quarter ended July 1, 2000. The cost of
service revenue increased by $0.5 million or 14.4% from $3.1 million for the six
months ended July 3, 1999 to $3.6 million for the six months ended July 1, 2000.
These increases in the cost of services and other revenue are due to increased
compensation, and higher facilities and equipment related costs needed to
support increased services and other revenue.
SALES AND MARKETING
Sales and marketing expenses, consisting primarily of salaries, commissions,
travel, trade shows, advertising campaigns, and direct mail solicitations,
increased by $2.8 million, or 50.2% from $5.7 million for the second quarter
ended July 3, 1999 to $8.5 million for the second quarter ended July 1, 2000.
Sales and marketing expenses increased by $3.7 million, or 33.0% from $11.2
million for the six months ended July 3, 1999 to $14.9 million for the six
months ended July 1, 2000. These increases were primarily attributable to the
costs associated with the additional sales and marketing headcount resulting
from the acquisition of Summit Design, Inc., to increased commission and
travel expenses relating to increased sales volume, and to increased
advertising efforts.
RESEARCH AND DEVELOPMENT
Research and development expenses consist of the engineering and related costs
of developing new products and enhancements to existing products and performing
quality assurance activities. Research and development expenses increased by
$2.9 million, or 106.0% from $2.8 million for the second quarter ended July 3,
1999 to $5.7 million for the second quarter ended July 1, 2000. Research and
development expenses increased by $3.8 million, or 69.2% from $5.5 million for
the six months ended July 3, 1999 to $9.3 million for the six months ended July
1, 2000. This increase was due to additional salary and related costs, as
research and development headcount was doubled as a result of the acquisition of
Summit Design, Inc. in March 2000. In addition, the acquisition resulted in
increased facility and equipment related costs.
GENERAL AND ADMINISTRATIVE
General and administrative expenses consist primarily of the executive, finance,
human resource, information services, administrative, legal and accounting
expenses of Innoveda. General and administrative expenses increased by $0.5
million, or 48.2% from $1.0 million for the second quarter ended July 3, 1999,
to $1.5 million for the second quarter ended July 1, 2000. General and
administrative expenses increased by $0.8 million, or 37.6% from $2.0 million
for the six months ended July 3, 1999, to $2.8 million for the six months ended
July 1, 2000. This increase was primarily due to higher salary and related costs
for headcount increases, higher telecommunications costs, and increased
shareholder services costs needed for Innoveda to support its larger operations
after the acquisition of Summit Design, Inc.
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AMORTIZATION OF INTANGIBLES AND GOODWILL
Amortization expense increased from $0.2 million in the second quarter ended
July 3, 1999 to $2.7 million in the second quarter ended July 1, 2000.
Amortization expense increased from $0.4 million in the six months ended July 3,
1999 to $3.4 million in the six months ended July 1, 2000. Innoveda had $1.0
million in intangibles at July 3, 1999, relating to purchased technology and
workforce from its acquisition of OmniView, Inc. in March 1999. Innoveda
expensed $0.2 million in intangibles and stock based compensation for the second
quarter ended July 3, 1999, and expensed $0.4 million in intangibles and stock
based compensation for the six months ended July 3, 1999. Innoveda had $38.0
million in goodwill and intangibles at July 1, 2000 primarily due to the merger
of Viewlogic and Summit, which are being amortized to expense over periods
ranging from three to seven years beginning March 24, 2000. Innoveda expensed
$2.7 million in intangibles and stock based compensation for the second quarter
ended July 1, 2000, and expensed $3.4 million in intangibles and stock based
compensation for the six months ended July 1, 2000.
IN-PROCESS RESEARCH AND DEVELOPMENT
Upon consummation of the business combination between Summit and Viewlogic in
March 2000, Innoveda immediately charged to expense $2.4 million representing
acquired in-process research and development that had not yet reached
technological feasibility and had no alternative future use. The value assigned
to acquired in-process research and development was determined by an independent
appraiser, identifying research projects in areas for which technological
feasibility had not been established.
RESTRUCTURING AND NON-RECURRING CHARGES
During the first quarter ended April 1, 2000, Innoveda recorded approximately
$2.2 million in restructuring charges. This included primarily severance and
other costs relating to the consolidation of duplicative facilities as a
result of the business combination between Summit and Viewlogic. Other costs
relating to property and equipment lease contracts (less any applicable
sublease income) after the properties were abandoned, lease buyout costs,
restoration costs associated with certain lease arrangements, and costs to
maintain facilities during the period after abandonment are also included.
Further action was taken to restructure the Innoveda sales and services
business in Japan as a result of an exclusive distributor agreement executed
with Marubeni Solutions Corporation during the first quarter of fiscal 2000.
Charges associated with the Japanese reorganization include severance and
benefit continuance for approximately 14 employees, costs associated with
office closings and subsequent lease termination, and other facility and exit
related costs.
The following table presents the components of the non-recurring
restructuring charges accrued during the period ended April 1, 2000 and the
charges against the reserves through July 1, 2000.
<TABLE>
<CAPTION>
July 1, 2000
Total Non-cash Amounts Accrual
Charge Write-offs Paid Balance
<S> <C> <C> <C> <C>
Severance and related $ 780 $ - $ 704 $ 76
Non-cancelable commitments 1,389 - 399 990
Capitalized software 74 74 - -
------ ---- -------- -------
Totals $ 2,243 $ 74 $ 1,103 $ 1,066
======= ==== ======== =======
</TABLE>
All significant amounts are expected to be paid within one year from the merger
date of March 23, 2000.
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OTHER INCOME (EXPENSE)
Other income (expense) consists of the net of interest expense relating to
Innoveda's term loan and revolving credit line, interest income from cash and
cash equivalent balances, and currency exchange rate differences resulting from
foreign operations in local currencies. Other income increased by $0.5 million
from other expense of $0.3 million for the second quarter ended July 3, 1999 to
other income of $0.2 million for the second quarter ended July 1, 2000. Other
expense decreased by $0.5 million from other expense of $0.6 million for the six
months ended July 3, 1999 to other expense of $0.1 million for the six months
ended July 1, 2000. The increase in other income is due to the greater interest
income resulting from the infusion of approximately $28.1 million in cash from
the acquisition of Summit in March 2000, and also due to the decreased interest
expense resulting from the repayment of Innoveda's revolving credit line.
INCOME TAX PROVISION
The income tax provision decreased by $183,000 from a provision of $171,000 for
the second quarter ended July 3, 1999 to an income tax benefit of $12,000 for
the second quarter ended July 1, 2000. The income tax provision decreased by
$1.9 million from a provision of $0.7 million for the six months ended July 3,
1999 to an income tax benefit of $1.2 million for the six months ended July 1,
2000. Quarterly tax provisions are based on the estimated effective tax rate for
the full year.
LIQUIDITY AND CAPITAL RESOURCES
Innoveda finances its operations primarily through cash generated from
operations, supplemented by short-term borrowings from a revolving credit line.
As of July 1, 2000, Innoveda had approximately $21.7 million in cash and cash
equivalents. Innoveda has an available $6.0 million revolving line of credit
with Fleet Bank. As of July 1, 2000, there was no balance outstanding under this
line of credit.
Innoveda has an $18.0 million term loan with Fleet Bank, with approximately
$10.0 million outstanding as of July 1, 2000. The loan agreement was amended
as of July 31, 2000 to include Innoveda as a borrower. Borrowings under the
credit facility are secured by substantially all of Innoveda's assets. The
credit facility contains limitations on additional indebtedness and capital
expenditures, and includes financial covenants, which include but are not
limited to the maintenance of minimum levels of profits, interest and debt
service coverage ratios and maximum leverage ratios. To avoid default under
this credit facility, Innoveda must remain in compliance with these
limitations and covenants and make all required repayments or Innoveda must
obtain replacement financing. Innoveda is in compliance with all of its debt
covenants as of July 1, 2000.
As of July 1, 2000, Innoveda had working capital of approximately $8.2 million.
For the six months ended July 3, 1999, net cash provided by operating activities
was approximately $1.4 million, resulting primarily from net income for the
period of $0.9 million. For the six months ended July 1, 2000, net cash provided
by operating activities was approximately $3.5 million. This was due primarily
to the net collection of $3.4 million of accounts receivable during the period.
Net cash used in investing activities was approximately $2.0 million for the six
months ended July 3, 1999, mainly due to the purchase of OmniView. Net cash
provided by investing activities for the six months ended July 1, 2000 was
approximately $24.5 million, primarily due to the cash acquired as a result of
the merger of Viewlogic and Summit in March 2000.
Net cash used in financing activities was approximately $1.0 million and $6.8
million for the six months ended July 3, 1999 and July 1, 2000, respectively,
primarily due to the repayment of principal on debt.
As part of the PADS acquisition, Innoveda is required to repay approximately
$7.5 million of PADS' debt plus the cash payment of approximately $1.9
million to PADS shareholders. Innoveda expects to partially fund these
amounts using PADS' cash, which totaled approximately $3.8 million as of June
30, 2000, as well as the net proceeds from the sale of the VirSim product
line discussed above.
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Innoveda believes that its current cash and cash equivalents, combined with
amounts available under the revolving line of credit, will satisfy Innoveda's
anticipated working capital and other cash requirements for at least the next 12
months.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133).
This SFAS establishes standards for derivative instruments and hedging
activities. SFAS 133 requires an entity to recognize all derivatives as either
an asset or liability in the statement of financial position and measure those
instruments at fair value. SFAS 133 requires that changes in the fair value of a
derivative be recognized currently in earnings unless specific hedge accounting
criteria are met and that a company must formally document, designate and assess
the effectiveness of transactions that receive hedge accounting. SFAS 133 is
effective for fiscal years beginning after June 15, 2000. Innoveda is planning
to adopt SFAS 133 in the first quarter of fiscal 2001. Innoveda is currently
evaluating this statement, but does not expect the adoption of SFAS 133 to have
a material effect on Innoveda's consolidated financial position or results of
operations.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements". The SAB
summarizes certain of the SEC's views in applying revenue recognition in
financial statements. The provisions of SAB No. 101 are effective in the first
quarter of our current fiscal year beginning January 2, 2000. Innoveda has not
yet completed its evaluation of the effects of SAB No. 101.
ADDITIONAL RISK FACTORS THAT COULD AFFECT OPERATING RESULTS AND MARKET PRICE OF
STOCK
IF INNOVEDA CANNOT SUCCESSFULLY INTEGRATE SUMMIT AND VIEWLOGIC AND/OR INNOVEDA
AND PADS, THE ANTICIPATED ADVANTAGES OF THE BUSINESS COMBINATION BETWEEN SUMMIT
AND VIEWLOGIC AND/OR INNOVEDA AND PADS MAY NOT BE REALIZED, IN FULL, IF AT ALL.
Innoveda was formed by the business combination of Viewlogic Systems, Inc.,
and Summit Design, Inc. in March 2000. Innoveda has entered into a merger
agreement with PADS Software, Inc. The merger agreement provides that a
wholly owned subsidiary of Innoveda will merge with and into PADS, with PADS
surviving as a wholly owned subsidiary of Innoveda following the merger. The
integration of Summit and Viewlogic requires the dedication of Innoveda
management resources. This may distract management's attention from the
effort to integrate PADS into Innoveda and from the management of the
day-to-day business of Innoveda. Employee uncertainty and lack of focus
during integration may also disrupt the business of Innoveda. Retention of
key employees by Innoveda and the combined company of Innoveda and PADS has
been, and will remain, critical to ensure continued advancement, development
and support of the companies' technologies, and ongoing sales and marketing
efforts. During the integration phase, competitors may intensify their
efforts to recruit key employees. The inability to successfully integrate
Summit and Viewlogic and/or Innoveda and PADS and to retain key technical,
sales or marketing personnel after the Summit and Viewlogic combination and
the merger of Innoveda and PADS would adversely affect the combined company's
business.
INNOVEDA MAY NOT SUCCESSFULLY INTEGRATE RECENT BUSINESS ACQUISITIONS OF
SUMMIT DESIGN AND VIEWLOGIC.
Each of Summit Design and Viewlogic has recently completed other business
acquisitions. The size and number of recent acquisitions may add to the
difficulties of integrating Summit Design's and Viewlogic's businesses.
Products,
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<PAGE>
technologies, distribution channels, key personnel and businesses of previously
acquired companies may not effectively integrate into Innoveda's business or
product offerings. Moreover, this integration may adversely affect Innoveda's
business.
VARIOUS FACTORS WILL CAUSE INNOVEDA'S QUARTERLY RESULTS TO FLUCTUATE.
Innoveda's quarterly operating results and cash flows have fluctuated in the
past and have fluctuated significantly in certain quarters. These fluctuations
resulted from several factors, including, among others:
the size and timing of orders;
large one-time charges incurred as a result of an acquisition or
consolidation;
seasonal factors;
the rate of acceptance of new products;
product, customer and channel mix;
lengthy sales cycles; and
level of sales and marketing staff.
These fluctuations will likely continue in future periods because of the above
factors. Additional factors potentially causing fluctuations include, among
others:
corporate acquisitions and consolidations and the integration of
acquired entities and any resulting large one-time charges;
the timing of new product announcements and introductions by Innoveda
and Innoveda's competitors;
the rescheduling or cancellation of customer orders;
the ability to continue to develop and introduce new products and
product enhancements on a timely basis;
the level of competition;
purchasing and payment patterns, pricing policies of competitors;
product quality issues;
currency fluctuations; and
general economic conditions.
INNOVEDA'S REVENUE IS DIFFICULT TO FORECAST BECAUSE OF THE TIMING OF REVENUE
RECOGNITION AND UNPREDICTABLE NATURE OF CUSTOMER BEHAVIOR.
Innoveda's revenue is difficult to forecast for several reasons. Innoveda
operates with little product backlog because Innoveda typically ships its
products shortly after it receives orders. Consequently, license backlog at
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the beginning of any quarter has in the past represented only a small portion of
that quarter's expected revenue. Correspondingly, license fee revenue in any
quarter is difficult to forecast because it is substantially dependent on orders
booked and shipped in that quarter. Moreover, Innoveda generally recognizes a
substantial portion of its revenue in the last month of a quarter, frequently in
the latter part of the month. Any significant deferral of purchases of
Innoveda's products could have a material adverse affect on its business,
financial condition and results of operations in any particular quarter. If
significant sales occur earlier than expected, operating results for subsequent
quarters may also be adversely affected. Quarterly license fee revenue is
difficult to forecast also because Innoveda's typical sales cycle ranges from
six to nine months and varies substantially from customer to customer. In
addition, Innoveda makes a portion of its sales through indirect channels, and
these sales can be difficult to predict.
SHORTFALLS IN REVENUE COULD ADVERSELY IMPACT QUARTERLY OPERATING RESULTS.
Innoveda establishes its expenditure levels for product development, sales and
marketing and other operating activities based primarily on Innoveda's
expectations as to future revenue. Because a high percentage of Innoveda's
expenses are relatively fixed in the near term, if revenue in any quarter falls
below expectations, expenditure levels could be disproportionately high as a
percentage of revenue and materially adversely affect Innoveda's operating
results.
INNOVEDA'S OPERATING RESULTS WILL LIKELY FLUCTUATE, AND FLUCTUATION MAY
ADVERSELY AFFECT THE STOCK PRICE OF INNOVEDA COMMON STOCK.
Innoveda believes that its quarterly revenue, expenses and operating results
will likely vary significantly from quarter to quarter. Innoveda also believes
that period-to-period comparisons of Innoveda's operating results are not
necessarily meaningful. As a result, you should not rely on these comparisons as
indications of Innoveda's future performance. In addition, Innoveda operates
with high gross margins, and a downturn in revenue has had a significant impact
on income from operations and net income. Summit's results of operations fell
below investors' and market makers' expectations for the quarter ended September
30, 1999 and Innoveda's results of operations could be below investors' and
market makers' expectation in other quarters, which could have a material
adverse effect on the market price of Innoveda's common stock.
IF THE SYSTEM DESIGN PORTION OF THE ELECTRONIC DESIGN AUTOMATION INDUSTRY ON
WHICH INNOVEDA PRIMARILY FOCUSES DOES NOT GROW, INNOVEDA'S BUSINESS MAY SUFFER.
Innoveda intends to focus on the field programmable gate array, printed circuit
board and system-level design automation markets while most major competitors
focus their resources on the application-specific integrated circuits and
integrated circuit design automation markets. Innoveda has adopted this focus
because it believes that the increased complexity of application-specific
integrated circuits and integrated circuit designs, and the resulting increase
in design time, will cause electronic product manufacturers to differentiate
their products at the system level. If the system design portion of the
electronic design automation industry does not grow, it could have a material
adverse effect on Innoveda's business, financial condition, results of
operations or cash flows.
INNOVEDA FACES INTENSE COMPETITION IN THE INDUSTRY AND MUST COMPETE SUCCESSFULLY
IN VARIOUS ASPECTS OR ITS BUSINESS MAY SUFFER.
The electronic design automation industry is highly competitive, and Innoveda
expects competition to increase as other electronic design automation companies
introduce products. In the electronic design automation market, Innoveda
principally competes with Mentor Graphics and Cadence and a number of smaller
firms. Indirectly, Innoveda also competes with other firms that offer
alternative products. These other firms could
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<PAGE>
also offer more directly competitive products in the future. Some of these
companies have significantly greater financial, technical and marketing
resources and larger installed customer bases than Innoveda. Some of Innoveda's
current and future competitors offer a more complete range of electronic design
automation products.
Innoveda competes on the basis of various factors including, among others:
product capabilities;
product performance;
price;
support of industry standards;
ease of use;
first to market; and
customer technical support and service.
Innoveda believes that its products are competitive overall with respect to
these factors. However, in particular cases, Innoveda's competitors may offer
products with functionality sought by Innoveda's prospective customers and which
differs from those Innoveda offers. In addition, some competitors may achieve a
marketing advantage by establishing formal alliances with other electronic
design automation vendors. Further, the electronic design automation industry in
general has experienced significant consolidation in recent years, and the
acquisition of one of Innoveda's competitors by a larger, more established
electronic design automation vendor could create a more significant competitor.
Innoveda may not compete successfully against current and future competitors,
and competitive pressures may have a material adverse effect on Innoveda's
business, financial condition, results of operations, or cash flows. Innoveda's
current and future competitors may develop products comparable or superior to
Innoveda's or more quickly adapt new technologies, evolving industry trends or
customer requirements. Increased competition could result in price reductions,
reduced margins and loss of market share, all of which could have a material
adverse effect on Innoveda's business, financial condition, results of
operations or cash flows.
INNOVEDA'S DEPENDENCE ON THE ELECTRONIC INDUSTRY MAKES IT VULNERABLE TO GENERAL
INDUSTRY-WIDE DOWNTURNS.
Innoveda's future operating results may reflect substantial fluctuations from
period to period as a consequence of these industry patterns, general economic
conditions affecting the timing of orders from customers and other factors. The
electronics industry involves
rapid technological change;
short product life cycles;
fluctuations in manufacturing capacity; and
pricing and margin pressures.
Correspondingly, certain segments, including the computer, semiconductor,
semiconductor test equipment and telecommunications industries, have experienced
sudden and unexpected economic downturns. During these periods, capital spending
often falls, and the number of design projects often decreases. Because
Innoveda's sales depend upon capital spending trends and new design projects,
negative factors affecting the electronics
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<PAGE>
industry could have a material adverse effect on Innoveda's business, financial
condition, results of operations, or cash flows.
INNOVEDA DEPENDS ON THIRD PARTIES FOR PRODUCT INTEROPERABILITY, AND THAT MAKES
INNOVEDA VULNERABLE IF THESE THIRD PARTIES REFUSE TO COOPERATE WITH INNOVEDA ON
ECONOMICALLY FEASIBLE TERMS.
Because Innoveda's products must interoperate, or be compatible, with electronic
design automation products of other companies, Innoveda must have timely access
to third party software to perform development and testing of products. Although
Innoveda has established relationships with a variety of electronic design
automation vendors to gain early access to new product information, any of these
parties may terminate these relationships with limited notice. In addition,
these relationships are with companies that are Innoveda's current or potential
future competitors, including Synopsys, Mentor Graphics and Cadence. If any of
these relationships terminate and Innoveda were unable to obtain, in a timely
manner, information regarding modifications of third party products, Innoveda
would not have the ability to modify its software products to interoperate with
these third party products. As a result, Innoveda could experience a significant
increase in development costs, the development process would take longer,
product introductions would be delayed, and Innoveda's business, financial
condition, results of operations or cash flows could be materially adversely
affected.
IF INNOVEDA CANNOT DEVELOP NEW PRODUCTS TO KEEP PACE WITH TECHNOLOGICAL CHANGE
AND EVOLVING INDUSTRY STANDARDS, INNOVEDA'S BUSINESS WILL SUFFER.
If Innoveda cannot, for technological or other reasons, develop and introduce
products in a timely manner in response to changing market conditions, industry
standards or other customer requirements, particularly if Innoveda has
pre-announced the product releases, its business, financial condition, results
of operations or cash flows will be materially adversely affected. The
electronic design automation industry is characterized by extremely rapid
technological change, frequent new product introductions and evolving industry
standards. The introduction of products with new technologies and the emergence
of new industry standards can render existing products obsolete and
unmarketable. In addition, customers in the electronic design automation
industry require software products that allow them to reduce time to market,
differentiate their products, improve their engineering productivity and reduce
their design errors. Innoveda's future success will depend upon its ability to
enhance its current products, develop and introduce new products that keep pace
with technological developments and emerging industry standards and address the
increasingly sophisticated needs of Innoveda's customers. Innoveda may not
succeed in developing and marketing product enhancements or new products that
respond to technological change or emerging industry standards. It may
experience difficulties that could delay or prevent the successful development,
introduction and marketing of these products. Innoveda's products may not
adequately meet the requirements of the marketplace and achieve market
acceptance.
INNOVEDA'S SOFTWARE MAY HAVE DEFECTS.
Innoveda's software products may contain errors that may not be detected until
late in the products' life cycles. Innoveda has in the past discovered software
errors in certain of its products and has experienced delays in shipment of
products during the period required to correct these errors. Despite testing by
Innoveda and by current and prospective customers, errors may persist, resulting
in loss of, or delay in, market acceptance and sales, diversion of development
resources, injury to Innoveda's reputation or increased service and warranty
costs, any of which could have a material adverse effect on its business,
financial condition, results of operations or cash flows.
INNOVEDA DEPENDS ON ITS DISTRIBUTORS TO SELL ITS PRODUCTS, ESPECIALLY
INTERNATIONALLY, BUT THESE DISTRIBUTORS MAY NOT DEVOTE SUFFICIENT EFFORTS TO
SELLING INNOVEDA'S PRODUCTS OR THEY MAY TERMINATE THEIR RELATIONSHIPS WITH
INNOVEDA.
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DISTRIBUTORS' CONTINUED VIABILITY. If any of Innoveda's distributors
fails, Innoveda's business may suffer. Innoveda relies on distributors for
licensing and support of Innoveda's products, particularly in Japan and other
parts of Asia. Innoveda depends on the relationships with its distributors to
maintain or increase sales. Since Innoveda's products are used by skilled design
engineers, distributors must possess sufficient technical, marketing and sales
resources and must devote these resources to a lengthy sales cycle, customer
training and product service and support. Only a limited number of distributors
possess these resources. Accordingly, Innoveda depends on the continued
viability and financial stability of these distributors.
DISTRIBUTORS' EFFORTS IN SELLING INNOVEDA'S PRODUCTS. Innoveda's
distributors may offer products of several different companies, including
Innoveda's competitors. Innoveda's current distributors may not continue to
market or service and support Innoveda's products effectively. Any distributor
may discontinue to sell Innoveda's products or devote its resources to products
of other companies. The loss of, or a significant reduction in, revenue from
Innoveda's distributors could have a material adverse effect on its business,
financial condition, results of operations or cash flows.
JAPAN. Innoveda has exclusive distribution agreements with two
distributors in Japan, which collectively cover all of Innoveda's products in
Japan. If either of these distributors terminates its relationship with
Innoveda, it could have a material adverse affect on Innoveda's business,
financial condition, results of operations or cash flows.
INNOVEDA FACES THE RISKS ASSOCIATED WITH INTERNATIONAL SALES AND OPERATIONS,
INCLUDING ITS BUSINESS ACTIVITIES IN ISRAEL, EUROPE AND ASIA.
International revenue and expenses represent a significant portion of Innoveda's
total revenue and expenses, and Innoveda expects this trend to continue.
International sales and operations involve numerous risks, including, among
others:
fluctuations in the value of the dollar relative to foreign currencies
can make Innoveda's products and services more expensive in foreign
markets or increase Innoveda's expenses;
tariff regulations and other trade barriers;
requirements for licenses, particularly with respect to the export of
certain technologies;
collectability of accounts receivable;
changes in regulatory requirements; and
difficulties in staffing and managing foreign operations and extended
payment terms.
These factors may have a material adverse effect on Innoveda's future
international sales and operations and, consequently, on its business, financial
condition, results of operations or cash flows. In addition, financial markets
and economies in the Asia Pacific region have been experiencing adverse
conditions, and these adverse economic conditions may worsen. Demand for and
sales of Innoveda's products in this region may decrease.
In order to successfully expand international sales, Innoveda may need to
establish additional foreign operations, hire additional personnel and recruit
additional international distributors. This will require significant management
attention and financial resources and could adversely affect Innoveda's
operating margins. In addition, to the extent that Innoveda cannot effect these
additions in a timely manner, Innoveda can
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only generate limited growth in international sales, if any. Innoveda may not
maintain or increase international sales of its products, and failure to do so
could have a material adverse effect on its business, financial condition,
results of operations or cash flows.
INNOVEDA MUST MANAGE GROWTH AND ACQUISITIONS EFFECTIVELY, OR ITS FINANCIAL
CONDITION OR RESULTS OF OPERATIONS MAY SUFFER.
Innoveda's ability to achieve significant growth will require it to implement
and continually expand its operational and financial systems, recruit additional
employees and train and manage current and future employees. Innoveda expects
any growth to place a significant strain on its operational resources and
systems. Failure to effectively manage any growth would have a material adverse
effect on Innoveda's business, financial condition, results of operations or
cash flows.
Innoveda regularly evaluates acquisition opportunities. Innoveda's future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities and amortization
expenses related to goodwill and other intangible assets, and large one-time
charges which could materially adversely affect Innoveda's results of
operations. Product and technology acquisitions entail numerous risks, including
difficulties in the assimilation of acquired operations, technologies and
products, diversion of management's attention to other business concern, risks
of entering markets in which Innoveda has no or limited prior experience and
potential loss of key employees of acquired companies. Innoveda's management has
had limited experience in assimilating acquired organizations and products into
its operations. Innoveda may not integrate successfully the operations,
personnel or products that have been acquired or that might be acquired in the
future, and the failure to do so could have a material adverse affect on its
results of operations.
INNOVEDA FACES THE RISKS ASSOCIATED WITH OPERATIONS IN ISRAEL, INCLUDING
POLITICAL AND COORDINATION RISKS.
POLITICAL RISKS AND GOVERNMENTAL REGULATIONS. Innoveda's research and
development operations related to Visual HDL products are located in Israel.
Economic, political and military conditions may affect Innoveda's operations in
that country. Hostilities involving Israel, for example, could materially
adversely affect Innoveda's business, financial condition and results of
operations. Restrictions on Innoveda's ability to manufacture or transfer
outside of Israel any technology developed under research and development grants
from the government of Israel further heightens the impact.
COORDINATION RISKS. In addition, coordination with and management of
the Israeli operations requires Innoveda to address differences in culture,
regulations and time zones. Failure to successfully address these differences
could disrupt Innoveda's operations.
INNOVEDA DEPENDS ON ITS KEY PERSONNEL, AND FAILURE TO HIRE OR RETAIN QUALIFIED
PERSONNEL COULD CAUSE INNOVEDA'S BUSINESS TO SUFFER.
Innoveda's future success will depend in large part on its key technical and
management personnel and its ability to continue to attract and retain
highly-skilled technical, sales and marketing and management personnel.
Innoveda's business could be seriously harmed if it lost the services of its
President and Chief Executive Officer, William J. Herman, or if it fails to
attract and retain other key personnel.
Competition for personnel in the software industry in general, and the
electronic design automation industry in particular, is intense. Innoveda has in
the past experienced difficulty in recruiting qualified personnel. Innoveda may
fail to retain its key personnel or attract and retain other qualified
technical, sales and marketing and management personnel in the future. The loss
of any key employees or the inability to attract and retain
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additional qualified personnel may have a material adverse effect on Innoveda's
business, financial condition, results of operations or cash flows. Additions of
new personnel and departures of existing personnel, particularly in key
positions, can be disruptive and can result in departures of additional
personnel, which could have a material adverse effect on Innoveda's business,
financial condition, results of operations or cash flows.
IF INNOVEDA FAILS TO EXPAND AND TRAIN ITS SALES AND MARKETING ORGANIZATIONS, ITS
BUSINESS MAY SUFFER.
Innoveda's success will depend on its ability to build and expand its sales and
marketing organizations. Innoveda's future success will depend in part on its
ability to hire, train and retain qualified sales and marketing personnel and
the ability of these new persons to rapidly and effectively transition into
their new positions. Competition for qualified sales and marketing personnel is
intense, and Innoveda may not be able to hire, train and retain the number of
sales and marketing personnel needed, which would have a material adverse effect
on its business, financial condition, results of operations or cash flows.
INNOVEDA MUST CONTINUE TO ADD VALUE TO ITS CURRENT PRODUCTS TO SERVE ITS
INSTALLED CUSTOMER BASE OR ITS REVENUE DERIVED FROM MAINTENANCE AGREEMENTS WILL
DECREASE.
A substantial portion of Innoveda's revenue is derived from maintenance
agreements for existing products. In order to maintain that revenue, Innoveda
must continue to offer those customers updates for those products or convert
those customers to new products. Innoveda may not be able to do so. During 1999
several major customers did not renew their maintenance contracts due to the
fact they were using Viewlogic's products in applications related to integrated
circuit design, which is no longer fully supported by Viewlogic, and to a lesser
extent a number of customers migrated their products from the version based on
the Unix operating system to the version based on the Microsoft Windows NT
operating system, which have lower maintenance prices. Innoveda can give no
assurances that this trend will not continue.
INNOVEDA HAS SUBSTANTIAL SECURED DEBT, WHICH MAY SUBSTANTIALLY RESTRICT
INNOVEDA'S ABILITY TO REACT TO THE RAPIDLY CHANGING ENVIRONMENT OF THE
ELECTRONIC DESIGN AUTOMATION INDUSTRY, AND WHICH IT MAY NOT BE ABLE TO REPLACE.
As of July 1, 2000, Innoveda had cash and cash equivalents of $21.7 million and
had borrowings of approximately $10.0 million under its credit facility.
Borrowings under the credit facility are secured by substantially all of
Innoveda's assets. The credit facility contains limitations on additional
indebtedness and capital expenditures, and includes financial covenants, which
include but are not limited to the maintenance of minimum levels of profits,
interest and debt service coverage ratios and maximum leverage ratios.
Collectively, these limitations and covenants may substantially restrict the
flexibility of Innoveda's management in quickly adjusting its financial and
operational strategies to react to changing economic and business conditions and
may compromise Innoveda's ability to react to the rapidly evolving environment
of the electronic design automation industry. To avoid default under this credit
facility, Innoveda must remain in compliance with these limitations and
covenants and make all required repayments or Innoveda must obtain replacement
financing. Innoveda may not be able to secure replacement financing on terms
acceptable to it or to its stockholders, or at all. In the event of a default by
Innoveda, Innoveda's lender may enforce its security interest and take
possession of substantially all or some of Innoveda's assets.
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ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Innoveda is exposed to market risk from interest rate changes and foreign
currency fluctuations.
INTEREST RATE RISK. Innoveda is exposed to interest rate risk primarily
through its credit facility. Innoveda has available a $24.0 million credit
facility with Fleet National Bank consisting of a $6.0 million revolving line
of credit and an $18.0 million term loan. Interest terms on the line of
credit and the term loan are determined, at the option of Innoveda, for
varying periods. Innoveda may elect to have the interest rate based on
Fleet's prime rate or based on the LIBOR rate at the time of the election,
depending on Innoveda's leverage financial rate as defined in the credit
facility. As of January 1, 2000 the interest rate on the line of credit was
7.3% and on the term loan was 8.26%.As of July 1, 2000, the interest rate on
the line of credit was 7.3% and on the term loan was 9.03%. Payments of
principal outstanding under either the line of credit or the term loan may be
made at any time and must be repaid in full by September 30, 2003. On October
3, 1998, as required under the credit facility, Innoveda entered into a
no-fee interest swap agreement with Fleet to reduce the impact of changes in
interest rates on its floating rate credit facility. This agreement
effectively converts a portion of the floating-rate obligation into a
fixed-rate obligation of 7.2% for a period of 60 months, expiring on
September 30, 2003. The notional principal amount of the interest rate-swap
agreement was $7.8 million as of January 1, 2000. Innoveda is exposed to
credit loss in the event of non-performance by the counter parties to the
interest rate-swap agreement. Open interest rate contracts are reviewed
regularly by Innoveda to ensure that they remain effective as hedges of
interest rate exposure. Management believes that the rate-swap agreement
approximates fair value. After taking into consideration the interest-swap
agreement, a hypothetical 10% adverse movement in average interest rates
would not have a material effect on Innoveda's financial results.
FOREIGN CURRENCY RISK Innoveda is also exposed to the impact of foreign currency
fluctuations. Since Innoveda translates foreign currencies into U.S. dollars for
reporting purposes, weakened currencies in its subsidiaries have a negative,
though immaterial, impact on its results. Innoveda also believes that the
exposure to currency exchange fluctuation risk is insignificant because its
international subsidiaries sell to customers, and satisfy their financial
obligations, almost exclusively in their local currencies. Innoveda entered into
foreign exchange contracts as a hedge against certain accounts receivable
denominated in foreign currencies during the six months ended July 1, 2000.
Realized and unrealized gains and losses on foreign exchange contracts for the
six months ended July 1, 2000 were insignificant. Based on a hypothetical 10%
adverse movement in foreign currency exchange rates, the potential losses in
future earnings, fair value of risk-sensitive instruments and cash flows are
immaterial, although the actual effects may differ materially from the
hypothetical analysis.
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PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On Thursday, July 13, 2000, Innoveda held its Annual Meeting of Stockholders.
William J. Herman was elected as a Class III director at the meeting. The term
of offices as a director of William V. Botts, Lorne J. Cooper, Steven P. Erwin,
and Keith B. Geeslin continued after the meeting. At the meeting, the votes cast
for each matter described below were as follows:
1. Election of one Class III director, William J. Herman, for the ensuing three
years and until his successor is duly elected and qualified.
For: 28,525,073
Withheld: 1,316,361
2. Approval of an amendment to Innoveda's Amended and Restated Certificate of
Incorporation, as amended, to increase the authorized number of shares of common
stock of Innoveda from 50,000,000 to 100,000,000.
For: 29,653,214
Against: 94,500
Abstain: 93,720
Broker Non-Votes: 0
3. Approval of Innoveda's 2000 Amended and Restated Stock Incentive Plan and the
authorization of an initial 4,500,000 shares of Innoveda's common stock for
issuance under such plan, plus an additional 2,000,000 shares of Innoveda's
common stock each year of the plan.
For: 19,247,251
Against: 1,895,134
Abstain: 120,766
Broker Non-Votes: 8,578,283
4. Approval of Innoveda's 2000 Employee Stock Purchase Plan and the
authorization of 700,000 shares of Innoveda's common stock for issuance under
such plan.
For: 21,038,503
Against: 107,340
Abstain: 117,308
Broker Non-Votes: 8,578,283
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits filed as a part of this Quarterly Report on Form 10-Q are listed on
the Exhibit Index immediately preceding such exhibits, which Exhibit Index is
incorporated herein by reference. Documents listed on such Exhibit Index, except
for documents identified by footnotes, are being filed as exhibits herewith.
Documents
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identified by footnotes are not being filed herewith, and, pursuant to Rule
12b-32 under the Securities Exchange Act of 1934, reference is made to such
documents as previously filed with the Securities and Exchange Commission.
Innoveda's file number under the Securities Exchange Act of 1934 is 000-20923.
(b) Reports on Form 8-K
On April 7, 2000, Innoveda filed a Current Report on Form 8-K dated March 23,
2000. Innoveda amended its Current Report on Form 8-K dated March 23, 2000 on
May 15, 2000. As amended, the Current Report on form 8-K dated March 23, 2000
reports: (i) under Item 1, a change in control resulting from the business
combination between Viewlogic Systems, Inc. and Summit Design, Inc.; (ii) under
Item 2 the acquisition of assets in connection with the business combination
between Viewlogic and Summit; (iii) under Item 5, certain financial statements
of Viewlogic; (iv) under Item 7, certain other financial statements of Viewlogic
and pro forma financial information of Innoveda; and (v) under Item 8, the
adoption by Innoveda of Viewlogic's fiscal year due to the treatment of the
business combination between Viewlogic and Summit as a "reverse acquisition".
Financial statements filed therewith include the following:
A. Financial Statements of Viewlogic
1. Unaudited Statements of Revenues and Expenses and Consolidated
Statements of Operations for each of the three month periods ending
April 3, 1999, July 3, 1999, October 2, 1999 and January 1, 2000.
2. Consolidated Balance Sheets as of January 2, 1999 and January 1, 2000.
3. Statement of Revenues and Expenses for the year ended December 31,
1997 and Consolidated Statements of Operations for the years ended
January 2, 1999 and January 1, 2000.
4. Consolidated Statements of Comprehensive Income for the years ended
January 2, 1999 and January 1, 2000.
5. Consolidated Statements of Stockholders' Equity (Deficiency) for the
years ended January 2, 1999 and January 1, 2000.
6. Consolidated Statements of Cash Flows for the years ended January 2,
1999 and January 1, 2000.
B. Pro Forma Financial Information of Innoveda
1. Unaudited Pro Forma Combined Condensed Balance Sheet as of December
31, 1999.
2. Unaudited Pro Forma Combined Condensed Statements of Operations for
the year ended December 31, 1999.
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On June 19, 2000, Innoveda filed a Current Report on Form 8-K dated June 2, 2000
reporting under Item 5 a press release announcing that Innoveda had entered into
a definitive merger agreement to acquire PADS Software, Inc., a privately held
company.
On June 30, 2000, Innoveda filed a Current Report on Form 8-K dated June 23,
2000 reporting under Item 4 its dismissal of PricewaterhouseCoopers LLP, and its
engagement of Deloitte & Touche LLP, as its independent auditors.
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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.
INNOVEDA, INC.
By: /s/ Kevin P. O' Brien
Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
Date: August 15, 2000
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EXHIBIT INDEX
Exhibit No. Description
2.1(1) Agreement and Plan of Merger and Reorganization dated
June 2, 2000 among Innoveda, Inc., Innovative Software, Inc.,
PADS Software, Inc., and Kyoden Company Ltd.
2.2(1) Form of Voting and Transfer Restriction Agreement dated as
of June 2, 2000.
2.3(1) Software Purchase Agreement and Source Code License
Grant-Back dated July 28, 2000 by and between Synopsys,
Inc., Synopsys International Ltd., Innoveda, Inc., and
Innoveda Minnesota Holdings, Inc.
3.1(2) Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Innoveda, Inc.
10.1(1) Amended and Restated 2000 Stock Incentive Plan.
10.2(1) 2000 Employee Stock Purchase Plan.
10.3(1) Amended and Restated Loan Agreement dated July 31, 2000
among Innoveda, Inc., Viewlogic Systems, Inc., Fleet National
Bank, as agent and a lender and, the other financial
institutions party thereto.
27.1 Financial Data Schedule.
-------------------------------
(1) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-4 (File No. 333-42814), as amended.
(2) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 (File No. 333-43582).
