<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 31, 2000
Date of Report (date of earliest event reported)
SUMMIT DESIGN, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 000-20923 93-1137888
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
9305 S.W. GEMINI DRIVE
BEAVERTON, OREGON 97008
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (503) 643-9281
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On January 31, 2000, Summit Design, Inc. issued the press release
attached hereto as Exhibit 99.1, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated January 31, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Summit Design, Inc.
Dated: January 31, 2000 By: /s/ Sean Whiteley-Ross
-----------------------------------
Sean Whiteley-Ross
Chief Accounting Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------- -----------------------
99.1 Press Release dated January 31, 2000.
<PAGE>
EXHIBIT 99.1
COMPANY PRESS RELEASE
SOURCE: SUMMIT DESIGN, INC.
Summit Reports Results for Fourth Quarter
BEAVERTON, Ore., Jan. 31 /PRNewswire/ -- Summit Design, Inc. (Nasdaq: SMMT -
news) today reported financial results for the fourth quarter and year ended
December 31, 1999.
Fourth quarter revenue was $8.4 million, a decrease of 23 percent over revenue
of $10.9 million in the comparable period of 1998.
Pro forma net income for the fourth quarter of 1999 was $1.5 million or $0.10
per share diluted, which excludes the effects of the amortization of intangibles
of $278,000 and costs related to the pending acquisition of Viewlogic of $1.2
million. This compares with pro forma net income for the fourth quarter of 1998
of $3.8 million or $0.24 per share diluted, which excludes the effects of the
amortization of intangibles of $863,000, a charge for contingent compensation
relating to the SimTech acquisition of $2.0 million, and a one-time charge of
$1.0 million for costs related to the terminated acquisition of OrCAD. Including
these charges, the net income for the fourth quarter of 1999 was $716,000 or
$0.04 per share diluted as compared to net income for the fourth quarter of 1998
of $483,000 or $0.03 per share diluted.
For the year ended December 31, 1999, revenue was $30.2 million, a decrease of
31% percent over 1998 revenue of $43.6 million.
Pro forma net income for the year ended December 31, 1999 was $2.2 million or
$0.14 per share diluted compared to pro forma net income of $12.2 million or
$0.76 per share diluted for the year ended December 31, 1998. Pro forma net
income for the year ended December 31, 1999 excludes the effects of amortization
of intangibles of $2.7 million, a fourth quarter charge of $1.2 million for
costs related to the pending acquisition of Viewlogic, a third quarter charge of
$2.7 million for impairment of a loan receivable, and a first quarter $1.3
million charge for employee severance. Pro forma net income for the year ended
December 31, 1998 excludes the effects of amortization of intangibles of $3.5
million, a charge for contingent compensation relating to the SimTech
acquisition of $3.7 million, a fourth quarter charge of $1.0 million for costs
related to the terminated acquisition of OrCAD and a second quarter charge of
$227,000 for costs related to the ProSoft acquisition. Including these charges,
the net loss for the year ended December 31, 1999 was $4.8 million or $0.31 per
share diluted as compared to net income for the year ended December 31, 1998 of
$5.1 million or $0.32 per share diluted.
The fourth quarter has been a good one for Summit Design, with an increase in
sales over the third quarter, and with many exciting developments. The company
expanded its product offerings by introducing the following: Regent(TM) -- a
Programmable Register Editor; Visual IP(TM), Version 3.0, which has greatly
enhanced the ability of IP developers to deliver fully-protected simulation
models to potential IP users; and Visual HDL(TM) 6.0, the latest version of our
state-of-the-art design environment. In addition to the product offerings, the
company has entered into several strategic relationships, including one with
Altera Corporation, who has selected Visual IP as the tool for distributing
their MegaCore(TM) functions, a significant agreement with Motorola for them to
use multiple Summit tools on a worldwide basis and an OEM agreement with Aptix
for Summit's VirSim(TM) graphical waveform analysis tool. In summary, Summit
finished the 1999 fiscal year with a strong and exciting fourth quarter.
<PAGE>
Summit Design, Inc. is a leading international supplier of engineering software
products in the areas of high-level design creation, analysis and verification.
The world's top electronics companies use Summit products to increase
engineering productivity, reduce development time and improve the quality of
their products. Summit is located at 9305 S.W. Gemini Drive, Beaverton, Ore.,
97008; 503-643-9281.
For online product information, visit our web site at:
http://www.summit-design.com.
Except for any historical information presented herein, matters presented in
this press release are forward-looking statements that involve risks and
uncertainties. The Company's future results could differ materially from the
results presented herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed from time to time
in the Company's public reports filed with the Securities and Exchange
Commission, including those discussed in the Company's report on Form 10-K for
the year ended December 31, 1998 and Form 10-Q for the third quarter ended
September 30, 1999.
<PAGE>
SUMMIT DESIGN, INC.
Unaudited Pro Forma Consolidated Statements of Income
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
1999 1998 1999 1998
------- ------- ------- --------
<S> <C> <C> <C> <C>
Revenue:
Product licenses $5,143 $8,110 $ 18,620 $ 33,589
Maintenance and services 3,239 2,713 11,615 9,642
Other -- 92 -- 367
------ ------ ------ ------
Total revenue 8,382 10,915 30,235 43,598
------ ------ ------ ------
Cost of revenue:
Product licenses 300 254 776 744
Maintenance and services 158 182 1,034 955
------ ------ ------ ------
Total cost of revenue 458 436 1,810 1,699
------ ------ ------ ------
Gross profit 7,924 10,479 28,425 41,899
------ ------ ------ ------
Operating expenses:
Research and development 2,466 2,098 10,204 9,376
Sales and marketing 2,465 2,172 11,143 11,713
General and administrative 1,147 1,134 5,151 4,398
------ ------ ------ ------
Total operating expenses 6,078 5,404 26,498 25,487
------ ------ ------ ------
Income from operations 1,846 5,075 1,927 16,412
Other income, net 366 303 1,147 1,093
------ ------ ------ ------
Income before income taxes 2,212 5,378 3,074 17,505
Income tax provision 664 1,600 922 5,282
------ ------ ------ ------
Net income $1,548 $3,778 $2,152 $12,223
======= ======= ======= =======
Earnings per share:
Basic $0.10 $0.25 $0.14 $0.81
======= ======= ======= =======
Diluted $0.10 $0.24 $0.14 $0.76
======= ======= ======= =======
Number of shares used in
computing earnings per
share:
Basic 15,770 15,403 15,678 15,155
Diluted 15,981 15,942 15,849 16,115
</TABLE>
Note: the above pro forma condensed consolidated statements of income exclude
the effects of the following including related income taxes:
-- For the fourth quarter of 1999:
-- Amortization of intangibles of $278,000
-- Charge of $1.2 million for costs related to the pending acquisition
of Viewlogic
-- For the fourth quarter of 1998:
-- Amortization of intangibles of $863,000
-- Charge for contingent compensation relating to the SimTech
acquisition of $2.0 million
-- Charge of $1.0 million for costs related to the terminated
acquisition of OrCAD
-- For the year ended December 31, 1999:
-- Amortization of intangibles of $2.7 million
-- Charge for $1.2 million for costs related to the pending acquisition
of Viewlogic
-- Charge of $2.7 million for impairment of a loan receivable
-- Charge of $1.3 million for employee severance
-- For the year ended December 31, 1998:
-- Amortization of intangibles of $3.5 million
-- Charge for contingent compensation relating to the SimTech
acquisition of $3.7 million
-- Charge for $1.0 million for costs related to the terminated
acquisition of OrCAD and a charge of $227,000 for costs related to the
ProSoft acquisition accounted for as a pooling of interests
<PAGE>
SUMMIT DESIGN, INC.
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue: (unaudited) (unaudited)
Product licenses $5,143 $8,110 $18,620 $33,589
Maintenance and services 3,239 2,713 11,615 9,642
Other -- 92 -- 367
------ ------ ------- ------
Total revenue 8,382 10,915 30,235 43,598
------ ------ ------- ------
Cost of revenue:
Product licenses 300 254 776 744
Maintenance and services 158 182 1,034 955
Amortization of developed
technologies 90 165 561 661
------ ------ ------ ------
Total cost of revenue 548 601 2,371 2,360
------ ------ ------ ------
Gross profit 7,834 10,314 27,864 41,238
------ ------ ------ ------
Operating expenses:
Research and development 2,466 4,114 10,204 13,042
Sales and marketing 2,465 2,172 11,143 11,713
General and administrative 1,147 1,134 5,151 4,398
Amortization of goodwill and
other intangibles 188 698 2,111 2,791
Merger costs 1,218 1,022 1,218 1,249
Severance and write-off
of note receivable -- -- 4,005 --
------ ------ ------ ------
Total operating expenses 7,484 9,140 33,832 33,193
------ ------ ------ ------
Income (loss) from operations 350 1,174 (5,968) 8,045
Other income, net 366 303 1,147 1,093
------ ------ ------ ------
Income (loss) before income
taxes 716 1,477 (4,821) 9,138
Income tax provision -- 994 -- 4,037
------ ------ ------ ------
Net income (loss) $716 $483 $(4,821) $ 5,101
======= ======= ======= =======
Earnings (loss) per share:
Basic $0.05 $0.03 $( 0.31) $0.34
======= ======= ======= =======
Diluted $0.04 $0.03 $( 0.31) $0.32
======= ======= ======= =======
Number of shares used in
computing earnings per share:
Basic 15,770 15,403 15,678 15,155
Diluted 15,981 15,942 15,678 16,115
</TABLE>
<PAGE>
SUMMIT DESIGN, INC.
Condensed Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $28,403 $27,693
Accounts receivable, less allowance
for doubtful accounts of $427 and
$511 7,391 8,852
Prepaid expenses and other 991 862
Deferred income taxes 564 792
-------- --------
Total current assets 37,349 38,199
Furniture and equipment, net 3,598 4,113
Intangibles, net 949 2,870
Goodwill, net 1,991 2,742
Deposits and other assets 157 2,286
-------- --------
Total assets $44,044 $50,210
======== ========
LIABILITIES
Current liabilities:
Long-term debt, current portion $56 $ 54
Capital lease obligation, current
portion -- 43
Accounts payable 1,448 2,520
Accrued liabilities 5,667 5,687
Deferred revenue, current portion 5,476 5,640
-------- --------
Total current liabilities 12,647 13,944
Long-term debt, less current portion -- 156
Deferred revenue, less current portion 88 146
Deferred income tax -- 489
-------- --------
Total liabilities 12,735 14,735
-------- --------
STOCKHOLDERS' EQUITY
Common stock 158 155
Additional paid-in capital 44,691 44,039
Accumulated deficit (13,540) (8,719)
-------- --------
Total stockholders' equity 31,309 35,475
-------- --------
Total liabilities and stockholders'
equity $44,044 $50,210
======== ========
</TABLE>
SOURCE: SUMMIT DESIGN, INC.
