<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-Q
------------------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .
COMMISSION FILE NUMBER: 0-26880
VERITY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0182779
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
894 ROSS DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 541-1500
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the Registrant's Common Stock, $0.001
par value, were 31,071,000 as of December 31, 1999.
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VERITY, INC.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements........................................ 1
Condensed Consolidated Balance Sheets as of May 31, 1999 and
November 30, 1999........................................... 1
Condensed Consolidated Statements of Operations for the
Three Months Ended November 30, 1998 and 1999 and the Six
Months Ended November 30, 1998 and 1999..................... 2
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended November 30, 1998 and 1999..................... 3
Notes to Condensed Consolidated Financial Statements........ 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 25
Item 2. Changes in Securities and Use of Proceeds................... 25
Item 3. Defaults upon Senior Securities............................. 25
Item 4. Submission of Matters to a Vote of Security Holders......... 25
Item 5. Other Information........................................... 26
Item 6. Exhibits and Reports on Form 8-K............................ 26
Signature............................................................. 27
</TABLE>
i
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERITY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
MAY 31, NOVEMBER 30,
1999 1999
-------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................... $ 7,907 $ 7,255
Short-term investments.................................... 28,327 101,797
Trade accounts receivable, net............................ 17,174 13,906
Prepaid and other......................................... 1,481 2,618
-------- --------
Total current assets.............................. 54,889 125,576
Property and equipment, net................................. 5,693 5,316
Long-term investments....................................... 4,132 16,870
Other assets................................................ 312 234
-------- --------
Total assets...................................... $ 65,026 $147,996
======== ========
LIABILITIES
Current liabilities:
Accounts payable.......................................... $ 3,786 $ 4,109
Accrued compensation...................................... 6,665 6,427
Other accrued liabilities................................. 1,989 1,788
Deferred revenue.......................................... 9,167 8,493
-------- --------
Total current liabilities......................... 21,607 20,817
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value:
Authorized: 30,000,000 shares in 1999 and 100,000,000 in
2000;
Issued and outstanding: 25,612,000 shares in 1999 and
31,012,000 shares in 2000.............................. 26 31
Additional paid-in capital.................................. 99,412 176,657
Unrealized gain (loss) on investments....................... 27 (113)
Accumulated deficit......................................... (56,046) (49,396)
-------- --------
Total stockholders' equity........................ 43,419 127,179
-------- --------
Total liabilities and stockholders' equity........ $ 65,026 $147,996
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
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VERITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------ ------------------
1998 1999 1998 1999
------- ------- ------- -------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Software products................................. $11,497 $10,093 $21,386 $24,567
Service and other................................. 3,713 6,624 7,044 11,915
------- ------- ------- -------
Total revenues............................ 15,210 16,717 28,430 36,482
------- ------- ------- -------
Costs of revenues:
Software products................................. 401 173 838 317
Service and other................................. 1,074 2,290 2,156 3,910
------- ------- ------- -------
Total costs of revenues................... 1,475 2,463 2,994 4,227
------- ------- ------- -------
Gross profit........................................ 13,735 14,254 25,436 32,255
------- ------- ------- -------
Operating expenses:
Research and development.......................... 3,299 3,736 6,574 7,462
Marketing and sales............................... 6,608 8,718 12,560 16,782
General and administrative........................ 1,610 1,600 2,991 3,180
------- ------- ------- -------
Total operating expenses.................. 11,517 14,054 22,125 27,424
------- ------- ------- -------
Income from operations.............................. 2,218 200 3,311 4,831
Other income, net................................... 297 1,490 584 2,119
------- ------- ------- -------
Net income before provision for income taxes........ 2,515 1,690 3,895 6,950
Provision for income taxes.......................... 150 150 300 300
------- ------- ------- -------
Net income.......................................... $ 2,365 $ 1,540 $ 3,595 $ 6,650
======= ======= ======= =======
Net income per share -- basic....................... $ 0.10 $ 0.05 $ 0.15 $ 0.23
======= ======= ======= =======
Net income per share -- diluted..................... $ 0.09 $ 0.04 $ 0.14 $ 0.20
======= ======= ======= =======
Number of shares -- basic........................... 23,647 30,514 23,451 28,743
======= ======= ======= =======
Number of shares -- diluted......................... 26,290 35,357 26,027 33,484
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 5
VERITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
NOVEMBER 30,
---------------------
1998 1999
-------- ---------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 3,595 $ 6,650
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 1,372 1,488
Non-cash restructuring charges......................... (190) --
Provision for doubtful accounts........................ (4) (46)
Amortization of discount on securities................. (379) (787)
Other.................................................. -- (110)
Changes in operating assets and liabilities:
Trade accounts receivable............................ 1,598 3,193
Prepaid and other current assets..................... (352) (1,145)
Accounts payable..................................... 191 335
Accrued compensation and other accrued liabilities... 607 (205)
Deferred revenue..................................... (1,118) (680)
-------- ---------
Net cash provided by operating activities......... 5,320 8,693
-------- ---------
Cash flows from investing activities:
Acquisition of property and equipment..................... (195) (1,112)
Purchases of marketable securities........................ (31,392) (247,032)
Maturity of marketable securities......................... 13,705 124,180
Proceeds from sale of marketable securities............... 10,811 37,292
-------- ---------
Net cash used in investing activities............. (7,071) (86,672)
-------- ---------
Cash flows from financing activities:
Proceeds from the sale of common stock, net............... 2,294 77,250
Principal payments on notes payable and capital lease
obligations............................................ (122) --
-------- ---------
Net cash provided by financing activities......... 2,172 77,250
-------- ---------
Effect of exchange rate changes on cash..................... (11) 77
-------- ---------
Net increase (decrease) in cash and cash
equivalents..................................... 410 (652)
Cash and cash equivalents, beginning of period.............. 5,505 7,907
-------- ---------
Cash and cash equivalents, end of period.................... $ 5,915 $ 7,255
======== =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 6
VERITY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS OF NOVEMBER 30, 1999 AND FOR THE QUARTERS AND SIX MONTHS ENDED
NOVEMBER 30, 1998 AND 1999 AND THEREAFTER IS UNAUDITED)
1. INTERIM FINANCIAL DATA (UNAUDITED)
The unaudited financial statements as of November 30, 1999 and for the
three and six months ended November 30, 1998 and 1999 have been prepared on the
same basis as the audited financial statements and, in the opinion of
management, include all material adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position and
results of operations in accordance with generally accepted accounting
principles. Although certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to the rules and regulations of
the Securities and Exchange Commission, the Company believes the disclosures
made are adequate to make the information presented not misleading. The
accompanying financial statements should be read in conjunction with the
Company's annual financial statements contained in the Company's Annual Report
on Form 10-K for the year ended May 31, 1999.
The Company's balance sheet as of May 31, 1999 was derived from the
Company's audited financial statements, but does not include all disclosures
necessary for the presentation to be in accordance with generally accepted
accounting principles.
2. COMPUTATION OF NET INCOME PER SHARE
Basic earnings per share are computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share are
computed using the weighted average number of common and common equivalent
shares outstanding during the period. Dilutive common equivalent shares consist
of stock options.
On October 21, 1999, the Company's board of directors authorized a
two-for-one split of its common stock effective December 3, 1999 in the form of
a stock dividend for stockholders of record at the close of business on November
17, 1999. All share data information in the accompanying condensed consolidated
financial statements is restated to reflect the stock split.
3. COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive
Income." This statement establishes requirements for disclosure of comprehensive
income and became effective for the Company for its fiscal year 1999, with
reclassification of earlier financial statements for comparative purposes.
Comprehensive income generally represents all changes in stockholders' equity
except those resulting from investments or contributions by stockholders. SFAS
130 requires unrealized gains or losses on the Company's available-for-sale
securities, which prior to adoption were reported separately in stockholders'
equity, to be included in other comprehensive income. The Company has adopted
SFAS 130; however, the effects of the adoption were immaterial to all periods
presented.
4
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VERITY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF NOVEMBER 30, 1999 AND FOR THE QUARTERS AND SIX MONTHS ENDED
NOVEMBER 30, 1998 AND 1999 AND THEREAFTER IS UNAUDITED)
4. BUSINESS SEGMENT
The Company has sales and marketing operations located outside the United
States in the Netherlands, United Kingdom, France and Germany and a development
and technical support operation in Canada. Foreign branch and subsidiary
revenues consist primarily of maintenance and consulting services.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------ -------------------
1998 1999 1998 1999
------- ------- ------- --------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues:
USA........................................ $14,185 $14,902 $26,673 $ 33,438
Europe................................... 1,025 1,815 1,757 3,044
ROW...................................... -- -- -- --
Consolidated.......................... 15,210 16,717 28,430 36,482
Operating income:
USA...................................... 3,886 263 6,574 5,321
Europe................................... 770 860 1,253 1,249
ROW...................................... 583 147 89 176
Eliminations............................. (3,021) (1,070) (4,605) (1,915)
Consolidated.......................... 2,218 200 3,311 4,831
Identifiable assets:
USA...................................... 42,345 142,209 42,345 142,209
Europe................................... 4,157 5,334 4,157 5,334
ROW...................................... 292 453 292 453
Consolidated.......................... 46,794 147,996 46,794 147,996
</TABLE>
Transfers between geographic areas are recorded at amounts generally above
cost and in accordance with the rules and regulations of the respective
governing tax authorities. Operating income consists of total net sales less
operating expenses, and does not include either interest and other income, net,
or income taxes. Identifiable assets of geographic areas are those assets used
in the Company's operations in each area.
5. RECENT ACCOUNTING PRONOUNCEMENTS
In March 1998, the American Institute of Public Accountants issued
Statement of Position No. 98-1 (SOP 98-1), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This standard requires
companies to capitalize qualifying computer software costs, which are incurred
during the application development stage and amortize them over the software's
estimated useful life. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. The Company has evaluated the requirements of SOP 98-1 and
its current policy is in compliance with this pronouncement.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This Statement is
effective for all quarters of
5
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VERITY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF NOVEMBER 30, 1999 AND FOR THE QUARTERS AND SIX MONTHS ENDED
NOVEMBER 30, 1998 AND 1999 AND THEREAFTER IS UNAUDITED)
fiscal years beginning after June 15, 2000. The Company has not determined its
strategy for the adoption of SFAS 133 or its effect on the financial statements.
During October 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
No. 97-2 (SOP 97-2), "Software Revenue Recognition." This statement delineates
the accounting for software product and maintenance revenues. It supersedes
Statement of Position No. 91-1, "Software Revenue Recognition," and is effective
for transactions entered into in fiscal years beginning after December 15, 1997.
The Company has evaluated the requirements of SOP 97-2 and its current revenue
recognition policy is in compliance with this pronouncement. In December 1998,
AcSEC released Statement of Position No. 98-9 (SOP 98-9), modification of SOP
97-2, "Software Revenue Recognition," with respect to certain transactions. SOP
98-9 amends SOP 97-2 to require that an entity recognize revenue for multiple
element arrangements by means of the "residual method" when (1) there is
vendor-specific objective evidence ("VSOE") of the fair values of all the
undelivered elements that are not accounted for by means of long-term contract
accounting, (2) VSOE of fair value does not exist for one or more of the
delivered elements and (3) all revenue recognition criteria of SOP 97-2 (other
than the requirement for VSOE of the fair value of each delivered element) are
satisfied. The provisions of SOP 98-9 that extend the deferral of certain
paragraphs of SOP 97-2 became effective December 15, 1998. These paragraphs of
SOP 97-2 and SOP 98-9 are effective for transactions that are entered into in
fiscal years beginning after March 15, 1999. Retroactive application is
prohibited. The Company has evaluated the requirements of SOP 98-9 and its
current revenue recognition policy is in compliance with this pronouncement.
6. COMPUTATION OF EARNINGS PER SHARE
In October 1999, the Company's board of directors declared a two-for-one
common stock split to be accounted for as a stock dividend. All share data
information is restated to reflect the stock split.
Basic and diluted net income per share are calculated as follows for the
three months and six months ended November 30, 1998 and 1999 (in thousands,
except per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
------------------ ------------------
1998 1999 1998 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic:
Weighted-average shares................... 23,647 30,514 23,451 28,743
======= ======= ======= =======
Net income................................ $ 2,365 $ 1,540 $ 3,595 $ 6,650
======= ======= ======= =======
Net income per share...................... $ 0.10 $ 0.05 $ 0.15 $ 0.23
======= ======= ======= =======
Diluted:
Weighted-average shares................... 23,647 30,514 23,451 28,743
Common equivalent shares from stock
options................................ 2,643 4,843 2,576 4,741
------- ------- ------- -------
Shares used in per share calculation...... 26,290 35,357 26,027 33,484
------- ------- ------- -------
Net income................................ $ 2,365 $ 1,540 $ 3,595 $ 6,650
======= ======= ======= =======
Net income per share...................... $ 0.09 $ 0.04 $ 0.14 $ 0.20
======= ======= ======= =======
</TABLE>
6
<PAGE> 9
VERITY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF NOVEMBER 30, 1999 AND FOR THE QUARTERS AND SIX MONTHS ENDED
NOVEMBER 30, 1998 AND 1999 AND THEREAFTER IS UNAUDITED)
7. COMMON STOCK REGISTRATION
On August 10, 1999, the Company completed the public offering of 1,775,000
shares of its common stock under a registration statement declared effective by
the Securities and Exchange Commission on August 4, 1999. Of these shares, the
Company sold 1,500,000 shares and selling stockholders sold 275,000 shares. The
sale of the 1,500,000 shares by the Company resulted in aggregate proceeds to
the Company of $63,960,000. On August 27, 1999, the Company sold 139,250
additional shares of its common stock to the underwriters pursuant to the
underwriters' exercise of their over-allotment option, resulting in additional
aggregate proceeds to the Company of $5,937,620. Aggregate proceeds are after
deduction of underwriting commissions and discounts of $2.36 per share, but
before payment of the Company's offering expenses, which it estimated to be
approximately $775,000.
8. CONTINGENCIES
In December 1999, a number of complaints were filed in the United States
District Court for Northern District of California seeking an unspecified amount
of damages on behalf of an alleged class of persons who purchased shares of the
Company's common stock during the period between December 1 and December 14,
1999. The complaints name as defendants the Company and certain of its directors
and officers, asserting that they violated federal securities laws by
misrepresenting Verity's business and earnings growth ability to continue to
achieve profitable growth, and failing to disclose certain information about the
Company's business. While management intends to defend the actions against the
Company vigorously, there can be no assurance that an adverse result or
settlement with regards to these lawsuits would not have a material adverse
effect on the Company's financial condition or results of operations.
7
<PAGE> 10
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
consolidated financial statements and related notes, which appear in our Annual
Report on Form 10-K for the fiscal year ended May 31, 1999. The following
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
those discussed below and elsewhere in this Quarterly Report on Form 10-Q,
particularly under the heading "-- Risk Factors" below.
OVERVIEW
From 1988 to 1994, we derived substantially all of our revenues from the
license of custom search and retrieval applications and consulting and other
services related to such applications. Recently, we have refined and enhanced
our core technology to add functionality and facilitate incorporation of our
technology in a variety of applications addressing the enterprise, Internet,
online, and original equipment manufacturer, or OEM, markets. We expect that for
the foreseeable future we will continue to derive the largest portion of our
revenues from licensing our technology for enterprise applications.
During fiscal 1997 and early fiscal 1998, we incurred substantial net
losses and our quarterly revenues fluctuated significantly. In particular, we
incurred reduced revenues on a quarter-to-quarter basis in the first quarter of
fiscal 1997, the third quarter of fiscal 1997 and the first quarter of fiscal
1998. In this period, we experienced significant turnover in our workforce,
including turnover of several members of senior management. Also, we experienced
difficulties in integrating or leveraging our acquisitions of Cognisoft
Corporation and 64K Incorporated in fiscal 1997. Under these circumstances, on
July 31, 1997, we retained Mr. Gary J. Sbona as our president and chief
executive officer, and we entered into an agreement with Regent Pacific
Management Corporation, a management firm of which Mr. Sbona is the chief
executive officer. Pursuant to this agreement, Regent Pacific has provided
management services for Verity, including the services of Mr. Sbona as chief
executive officer and at least four other Regent Pacific personnel as part of
our management team.
Starting in fiscal 1998, the new management team implemented changes
designed to refocus our business on our core products and markets and to
streamline operations. In connection with the changes, we incurred a $3.0
million restructuring charge in the quarter ended November 30, 1997. Our
restructuring and renewed focus contributed to significantly improved results
during the second half of fiscal 1998 and during fiscal 1999. During the
quarterly periods ended August 31, 1997 to August 31, 1999, we experienced
increased revenues on a quarterly basis. In addition, during the quarterly
periods ended May 31, 1998 to August 31, 1999, we experienced six straight
quarters of record revenues and profitability. However, due to a delay in
closing three large transactions, revenues for the three months ended November
30, 1999 were lower than we expected. We incurred a net loss of $16.5 million in
fiscal 1998, which included the $3.0 million restructuring charge. In fiscal
1999, we achieved net income of $12.1 million. While our goal is to increase
revenue and generate net income in future periods, we cannot assure you that our
strategy will be successful, that we will experience the rate of revenue growth
we experienced from August 31, 1997 to August 31, 1999 in future periods, or
that we will continue to maintain positive cash flow or profitability.
Our revenues are derived from license fees for our software products and
fees for services complementary to our products, including software maintenance,
consulting and training. Fees for services generally are charged separately from
the license fees for our software products. Effective for contracts entered into
starting June 1, 1998, we recognize revenues in accordance with the provisions
of American Institute of Certified Public Accountants Statement of Position No.
97-2, "Software Revenue Recognition." We recognize maintenance revenues from
ongoing customer support and product upgrades ratably over the term of the
applicable maintenance agreement, which is typically 12 months. Generally, we
receive payments for maintenance fees in advance and they are nonrefundable. We
recognize revenues for consulting and training generally when the services are
performed. Statement of Position No. 97-2 supersedes Statement of Position No.
91-1, "Software Revenue Recognition," and was effective for transactions we
entered into in fiscal years beginning after December 15, 1997.
8
<PAGE> 11
RESULTS OF OPERATIONS
The following table sets forth the percentage of total revenues represented
by certain items in our Condensed Consolidated Statements of Operations for the
periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
NOVEMBER 30, NOVEMBER 30,
-------------- --------------
1998 1999 1998 1999
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenues:
Software products................................... 75.6% 60.4% 75.2% 67.3%
Service and other................................. 24.4 39.6 24.8 32.7
----- ----- ----- -----
Total revenues............................ 100.0 100.0 100.0 100.0
----- ----- ----- -----
Costs of revenues:
Software products................................. 2.6 1.0 2.9 0.9
Service and other................................. 7.1 13.7 7.6 10.7
----- ----- ----- -----
Total costs of revenues................... 9.7 14.7 10.5 11.6
----- ----- ----- -----
Gross profit........................................ 90.3 85.3 89.5 88.4
----- ----- ----- -----
Operating expenses:
Research and development.......................... 21.7 22.3 23.1 20.5
Marketing and sales............................... 43.4 52.2 44.2 46.0
General and administrative........................ 10.6 9.6 10.5 8.7
----- ----- ----- -----
Total operating expenses.................. 75.7 84.1 77.8 75.2
----- ----- ----- -----
Income from operations.............................. 14.6 1.2 11.7 13.2
Interest and other expenses......................... 2.0 8.9 2.0 5.9
----- ----- ----- -----
Income before provision for income taxes............ 16.6 10.1 13.7 19.1
Provision for income taxes.......................... 1.0 0.9 1.1 0.9
----- ----- ----- -----
Net income.......................................... 15.6% 9.2% 12.6% 18.2%
===== ===== ===== =====
</TABLE>
Revenues
Our total revenues increased 28.3% from $28.4 million for the six months
ended November 30, 1998 to $36.5 million for the six months ended November 30,
1999. Our total revenues during the six-month period ended November 30, 1999 as
compared to the six-month period ended November 30, 1998 increased primarily due
to increased revenues from maintenance and consulting. Software product revenues
decreased as a percentage of total revenues from 75.2% and 75.6% for the six
months and three months ended November 30, 1998, respectively, to 67.3% and
60.4%, respectively, for the comparable periods in fiscal 2000. Conversely,
service and other revenues increased as a percentage of total revenues from
24.8% and 24.4% for the six months and three months ended November 30, 1998,
respectively, to 32.7% and 39.6%, respectively, for the comparable periods in
fiscal 2000.
Software product revenues. Software product revenues increased 14.9% from
$21.4 million for the six months ended November 30, 1998 to $24.6 million for
the six months ended November 30, 1999. The increase for the six months ended
November 30, 1999 in comparison to the six months ended November 30, 1998 was
due principally to increased revenues from licensing of enterprise products.
Software product revenues decreased 12.2% from $11.5 million for the three
months ended November 30, 1998 to $10.1 million for the three months ended
November 30, 1999. The decrease for the three months ended November 30, 1999
from the three months ended November 30, 1998 was due principally to decreased
revenues from licensing of Internet/Publishing products and Topic Tools
products, and delays in securing a few transactions for the quarter.
Service and other revenues. Our service and other revenues consist
primarily of fees for software maintenance, consulting and training. Service and
other revenues increased 69.2% from $7.0 million for the six months ended
November 30, 1998 to $11.9 million for the six months ended November 30, 1999.
Service and
9
<PAGE> 12
other revenues increased 78.4% from $3.7 million for the three months ended
November 30, 1998 to $6.6 million for the three months ended November 30, 1999.
Maintenance revenues increased significantly between the comparable periods
primarily due to a growth in customer base. Consulting revenues increased
significantly between the comparable periods primarily due to a growth in
customer base and the sale of a specific product, which requires additional
consulting services.
Service and other revenues from foreign operations accounted for 6.2% and
8.3% of total revenues, respectively, for the six months ended November 30, 1998
and 1999. For the three months ended November 30, 1998 and 1999, service and
other revenues from foreign operations accounted for 6.8% and 10.9% of total
revenues, respectively. Our export sales consist primarily of products licensed
for delivery outside of the United States. For the six months ended November 30,
1998 and 1999, export sales accounted for 25.8% and 18.1% of total revenues,
respectively. For the three months ended November 30, 1998 and 1999, export
sales accounted for 28.7% and 22.4% of total revenues, respectively. We expect
that revenues derived from foreign operations and export sales will continue to
vary in future periods as a percentage of total revenues.
No single customer accounted for more than 10% of our revenues for the
three and six months ended November 30, 1999. For the three months ended
November 30, 1998, revenues derived form sales to Cisco Systems, Inc. accounted
for 11.7% of our total revenues. For the six months ended November 30, 1998, no
single customer accounted for more than 10% of our revenues. Revenues derived
from sales to the federal government and its agencies were 9.2% and 12.1% of
total revenues for the six months ended November 30, 1998 and 1999,
respectively, and 13.9% and 10.0% of total revenues for the three months ended
November 30, 1998 and 1999, respectively. We expect that revenues from such
government sales will continue to vary in future periods as a percentage of
revenues.
Costs of Revenues
Costs of software products. The cost of our software products consist
primarily of product media, duplication, manuals, packaging materials, shipping
expenses and royalties, and in certain instances, licensing of third-party
software incorporated in our products. Costs of software products decreased
62.2% from $838,000 for the six months ended November 30, 1998 to $317,000 for
the six months ended November 30, 1999, representing 3.9% and 1.3%,
respectively, of the software product revenues during these periods. Costs of
software products decreased 56.9% from $401,000 for the three months ended
November 30, 1998 to $173,000 for the three months ended November 30, 1999,
representing 3.5% and 1.7%, respectively, of the software product revenues
during these periods. The decrease in absolute dollars and as a percentage of
software product revenues during the six-month period ended November 30, 1999,
was primarily due to decreasing costs of third party software components in
fiscal 2000.
Costs of service and other. Our costs of service and other consists of
costs incurred in providing consulting services, customer training, telephone
support and product upgrades to customers. Costs of service and other revenues
increased 81.4% from $2.2 million for the six months ended November 30, 1998 to
$3.9 million for the six months ended November 30, 1999, representing 30.6% and
32.8%, respectively, of service and other revenues during these periods. Costs
of service and other revenues increased 113.2% from $1.1 million for the three
months ended November 30, 1998 to $2.3 million for the three months ended
November 30, 1999, representing 28.9% and 34.6%, respectively, of service and
other revenues during these periods. The increase in absolute dollars during the
periods ended November 30, 1999, was due principally to an increase in the
staffing of our professional services organization. The increase in costs as a
percentage of service and other revenues was primarily related to a shift in the
mix of service and other revenues from higher margin maintenance revenues to
lower margin consulting revenues.
Operating Expenses
Research and development. Research and development expenses increased 13.5%
from $6.6 million for the six months ended November 30, 1998 to $7.5 million for
the six months ended November 30, 1999, representing 23.1% and 20.5%,
respectively, of total revenues for these periods. Research and development
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expenses increased 13.2% from $3.3 million for the three months ended November
30, 1998 to $3.7 million for the three months ended November 30, 1999,
representing 21.7% and 22.3%, respectively, of total revenues for these periods.
The increase in absolute dollars for the periods ended November 30, 1999 was
primarily due to an increase in research and development personnel. The decrease
in costs as a percentage of total revenues for the six months ended November 30,
1999, was primarily related to the increased revenues during this period. The
increase in absolute dollars and in costs as a percentage of total revenues for
the three months ended November 30, 1999 was primarily related to an increase in
research and development personnel, particularly in Verity Canada. We believe
that research and development expenses may increase in the future primarily due
to the introduction of new products to our product line and other anticipated
product development efforts. Future research and development expenses may
continue to vary as a percentage of total revenues.
Marketing and sales. Marketing and sales expenses increased 33.6% from
$12.6 million for the six months ended November 30, 1998 to $16.8 million for
the six months ended November 30, 1999, representing 44.2% and 46.0%,
respectively, of total revenues during these periods. Marketing and sales
expenses increased 31.9% from $6.6 million for the three months ended November
30, 1998 to $8.7 million for the three months ended November 30, 1999,
representing 43.4% and 52.2%, respectively, of total revenues during these
periods. The increase in absolute costs and in costs as a percentage of total
revenues for the periods ended November 30, 1999 was primarily related to the
continuous expansion of our marketing and sales organization and the launch of
our e-commerce and corporate portal seminar series. We anticipate we will
continue to make significant investments in marketing and sales.
General and administrative. General and administrative expenses increased
6.3% from $3.0 million in the six months ended November 30, 1998 to $3.2 million
for the six months ended November 30, 1999, representing 10.5% and 8.7%,
respectively, of total revenues during these periods. General and administrative
expenses decreased 0.6% from $1,610,000 in the three months ended November 30,
1998 to $1,600,000 for the three months ended November 30, 1999, representing
10.6% and 9.6%, respectively, of total revenues. The increase in absolute costs
for the six months ended November 30, 1999 was primarily related to increases in
professional service fees required to support our operations. The decrease in
costs as a percentage of total revenues was primarily related to the increased
revenues for the six months ended November 30, 1999.
Income Taxes
We have established a valuation allowance against our deferred tax assets
due to the uncertainty surrounding the realization of such assets. Management
evaluates on a regular basis the recoverability of the deferred tax assets and
the level of the valuation allowance. At such time as it is determined that it
is more likely than not that deferred tax assets are realizable, the valuation
allowance will be appropriately reduced.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have financed our operations primarily through
proceeds of approximately $23.6 million from private sales of preferred stock,
proceeds from our initial public offering and secondary public offerings of
common stock and, to a lesser extent, bank credit lines and capital operating
leases. We completed our initial public offering of common stock in October 1995
and realized net proceeds of $32.5 million. In January 1996, we completed our
second public offering of common stock, which generated net proceeds of $16.5
million. In August 1999, we completed another public offering of common stock,
which generated net proceeds of $71.0 million. We intend to use the net proceeds
from the sale of the common stock for general corporate purposes, including
working capital, content development and licensing, advertising and brand
promotion, and potentially for the acquisition of or investment in companies,
technologies or assets that complement our business. As of November 30, 1999, we
had $125.9 million in cash and cash equivalents and available-for-sale
securities.
Our operating activities provided cash of $5.3 million and $8.7 million for
the six months ended November 30, 1998 and 1999, respectively. Cash provided by
operating activities, in the six months ended November 30, 1998 and 1999 was
primarily due to our net income, a decrease in accounts receivable, and
depreciation and amortization expense offset in part by a decrease in deferred
revenue.
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Our investing activities used cash of $7.1 million and $86.7 million for
the six months ended November 30, 1998 and 1999, respectively. For the six
months ended November 30, 1998 and 1999, cash used by investing activities
consisted primarily of purchases of marketable securities partially offset by
proceeds from the sale and maturity of marketable securities.
Cash provided by financing activities was $2.2 million and $77.3 million
for the six months ended November 30, 1998 and 1999, respectively. In the six
months ended November 30, 1998, financing activities consisted primarily of
proceeds from the sale of common stock in connection with our employee stock
purchase plan. In the six months ended November 30, 1999, financing activities
consisted primarily of proceeds from the sale of common stock in conjunction
with our public offering and the sale of common stock as a result of stock
options exercised.
Capital expenditures, including capital leases, were approximately $195,000
and $1.1 million for the six months ended November 30, 1998 and 1999,
respectively. For the six months ended November 30, 1998, these expenditures
consisted principally of purchases of property and equipment, primarily for
computer hardware and software. For the six months ended November 30, 1999,
these expenditures consisted of purchases of property and equipment, primarily
for computer hardware and software as a result of our rapid personnel expansion,
particularly our sales force, as well as increased office locations, worldwide.
We believe that our current cash and cash equivalents and our funds
generated from operations, if any, will provide adequate liquidity to meet our
capital and operating requirements through at least fiscal 2001. Thereafter, or
if our spending plans change, we may find it necessary to seek to obtain
additional sources of financing to support our capital needs, but we cannot
assure you that such financing will be available on commercially reasonable
terms, or at all.
RECENT ACCOUNTING PRONOUNCEMENTS
In March 1998, the American Institute of Public Accountants issued
Statement of Position No. 98-1 (SOP 98-1), Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. This standard requires
companies to capitalize qualifying computer software costs, which are incurred
during the application development stage and amortize them over the software's
estimated useful life. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. We have evaluated the requirements of SOP 98-1 and our
current policy is in compliance with this pronouncement.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS No. 133), Accounting for Derivative
Instruments and Hedging Activities. This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This Statement is
effective for all quarters of fiscal years beginning after June 15, 1999. We
have not determined our strategy for the adoption of SFAS 133 or its effect on
our financial statements.
During October 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
No. 97-2 (SOP 97-2), Software Revenue Recognition. This statement delineates the
accounting for software product and maintenance revenues. It supersedes
Statement of Position No. 91-1, "Software Revenue Recognition," and is effective
for transactions entered into in fiscal years beginning after December 15, 1997.
We have evaluated the requirements of SOP 97-2 and our current revenue
recognition policy is in compliance with this pronouncement. In December 1998,
AcSEC released Statement of Position No. 98-9 (SOP 98-9), modification of SOP
97-2, Software Revenue Recognition, with respect to certain transactions. SOP
98-9 amends SOP 97-2 to require that an entity recognize revenue for multiple
element arrangements by means of the "residual method" when (1) there is
vendor-specific objective evidence ("VSOE") of the fair values of all the
undelivered elements that are not accounted for by means of long-term contract
accounting, (2) VSOE of fair value does not exist for one or more of the
delivered elements and (3) all revenue recognition criteria of SOP 97-2 (other
than the requirement for VSOE of the fair value of each delivered element) are
satisfied. The provisions of SOP 98-9
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that extend the deferral of certain paragraphs of SOP 97-2 and SOP 98-9 are
effective for transactions that are entered into in fiscal years beginning after
March 15, 1999. Retroactive application is prohibited. We have evaluated the
requirements of SOP 98-9 and our current revenue recognition policy is in
compliance with this pronouncement.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning with the year
2000, these code fields need to accept four digit entries to distinguish 21st
century dates from 20th century dates. This change is referred to as "year 2000
compliant." Prior to January 1, 2000, computer systems and/or software products
used by many companies may have needed to be upgraded to be year 2000 compliant.
As of November 30, 1999, we have tested and confirmed that all currently
shipping versions of our products meet Verity's Y2K Readiness Criteria. We have
gone through, and completed, an extensive process to make sure that our internal
applications and company infrastructure are year 2000 compliant by developing a
phased year 2000 readiness plan for the current versions of our products. The
plan included:
- development of corporate awareness;
- assessment;
- implementation including remediation, upgrading and replacement of
certain product version;
- validation testing; and
- contingency planning.
We will continue to respond to customer concerns about prior versions of
our products on a case-by-case basis.
The current versions of our products are "year 2000 compliant" when
configured and used in accordance with the related documentation, and provided
that the underlying operating system of the host machine and any other software
used with or in the host machine or our products are also year 2000 compliant.
We continue to test our products on all platforms or all versions of operating
systems that we currently support and advise our customers to verify that their
platforms and operating systems support the transition to the year 2000.
We face additional risk that suppliers of products, services and systems
that we purchase and others with whom we transact business or from whom we
license technology are not year 2000 compliant. We have not specifically tested
software obtained from third parties that is incorporated into our products,
such as licensed software, shareware, and freeware, but we have sought
assurances from our vendors that licensed software is year 2000 compliant.
Despite testing by Verity and current and potential customers, and assurances
from developers of products incorporated into our products, our products may
contain undetected errors or defects associated with year 2000 date functions.
Known or unknown errors or defects in our products could result in the following
adverse effects to our operations:
- delay or loss of revenue;
- diversion of development resources;
- damage to our reputation; or
- increased service or warranty costs.
As a Year 2000 program is a dynamic process at any company, we will
continue to monitor for any changes of status for third party components used in
Verity products. If third parties fail to provide us with products, services or
systems that are year 2000 compliant on a timely basis, our business, results of
operations and financial condition could be materially and adversely affected.
Finally, as is the case with other similarly situated software companies,
if our current or future customers fail to achieve year 2000 compliance, or if
they divert technology expenditures, especially technology
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expenditures that were reserved for enterprise software, to address year 2000
compliance problems, our business, results of operations, or financial condition
could be materially and adversely affected.
We have funded our year 2000 plan from operating cash flows and have not
separately accounted for these costs in the past. To date, we have not incurred
any material costs related to year 2000 compliance activities. We may continue
to incur additional amounts related to the year 2000 for administrative
personnel to manage the project, outside contractor assistance, technical
support for our products, product engineering and customer satisfaction. The
future costs of these year 2000 compliance activities are bring reviewed and
analyzed by management to determine the potential exposure, which could
adversely affect our business, results of operations, and financial condition.
These estimates will be derived utilizing numerous assumptions of future events
including the continued availability of certain resources, third party
modification plans and other factors. However, we cannot assure you that these
estimates will be achieved and actual results could differ significantly from
those plans. We may experience material problems and costs with year 2000
compliance. We cannot assure you that we will identify and remedy all
significant year 2000 problems in a timely fashion, that remedial efforts in
this regard will not involve significant time and expense, or that these
problems will not have a material adverse effect on our business, results of
operations and financial condition. As Verity continues to develop and release
new products, as well as updated versions of existing products, we will continue
to utilize the testing processes and methodologies referenced above to assure
that these future product releases and our critical operations comply with our
Year 2000 Readiness Criteria. The cost of developing and implementing such a
plan may itself be material. We are also subject to external forces that might
generally affect industry and commerce, such as utility or transportation
company "year 2000 compliance" failures and related service interruptions.
We have not been a party to any litigation or any proceedings to date
involving our products or services related to year 2000 compliance issues;
however, we cannot assure you that we will not in the future be required to
defend our products or services in proceedings, or to negotiate the resolution
of claims based on year 2000 issues. Some commentators have predicted
significant litigation regarding year 2000 compliance issues, and we are aware
of such lawsuits against other software vendors. Because of the unprecedented
nature of such litigation, it is uncertain whether or to what extent we may be
affected by it. The costs of defending and resolving year 2000-related disputes,
and any liability of Verity for year 2000-related damages, including
consequential damages, could have a material adverse effect on our business,
results of operations and financial condition.
IMPACT OF EUROPEAN MONETARY CONVERSION
We are aware of the issues associated with the changes in Europe resulting
from the formation of a European economic and monetary union. One change
resulting from this union required EMU member states to irrevocably fix their
respective currencies to a new currency, the Euro, as of January 1, 1999, at
which date the euro became a functional legal currency of these countries.
During the next three years, business in the EMU member states will be conducted
in both the existing national currencies, such as the French franc or the
Deutsche mark, and the euro. As a result, companies operating or conducting
business in EMU member states will need to ensure that their financial and other
software systems are capable of processing transactions and properly handing
these currencies, including the euro. We are still assessing the impact that the
conversion to the euro will have on our internal systems, the sale of our
products, and the European and global economies. We will take appropriate
corrective actions based on the results of such assessment. We have not yet
determined the cost related to addressing this issue.
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RISK FACTORS
The risks and uncertainties described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial also may impair our business operations.
If any of the following risks actually occur, our business, results of
operations and financial condition would suffer. In that event, the trading
price of our common stock could decline, and our stockholders may lose all or
part of their investment in our common stock. The risks discussed below also
include forward-looking statements and our actual results may differ
substantially from those discussed in these forward-looking statements.
RISKS RELATED TO OUR BUSINESS
OUR GROWTH RATE MAY SLOW AND WE MAY NOT BE ABLE TO MAINTAIN PROFITABILITY
We have in the past incurred significant losses and substantial negative
cash flow. In the future, our revenues may grow at a rate slower than was
experienced in previous periods and, on a quarter-to-quarter basis, our growth
in net sales may be significantly lower than our historical quarterly growth
rate, particularly over the last seven quarters. To achieve revenue growth, we
must:
- increase market acceptance of our products;
- respond effectively to competitive developments;
- attract, retain and motivate qualified personnel; and
- upgrade our technologies and commercialize our products and services
incorporating such technologies.
We cannot assure you that we will be successful in achieving any of these
goals or that we will experience increased revenues, positive cash flows, or
maintain profitability.
OUR REVENUES AND OPERATING RESULTS MAY FLUCTUATE IN FUTURE PERIODS, WHICH COULD
ADVERSELY AFFECT OUR STOCK PRICE
The results of operations for any quarter are not necessarily indicative of
results to be expected in future periods. We expect our stock price to vary with
our operating results and, consequently, any adverse fluctuations in our
operating results could have an adverse effect on our stock price. Our operating
results have in the past been, and will continue to be, subject to quarterly
fluctuations as a result of a number of factors. These factors include:
- the size and timing of orders;
- changes in the budget or purchasing patterns of corporations and
government agencies, foreign country exchange rates, or pricing pressures
from competitors;
- increased competition in the software and Internet industries;
- the introduction and market acceptance of new technologies and standards
in search and retrieval, Internet, document management, database,
networking, and communications technology;
- variations in sales channels, product costs, the mix of products sold, or
the success of quality control measures;
- the integration of people, operations, and products from acquired
businesses and technologies;
- changes in operating expenses and personnel;
- the overall trend toward industry consolidation; and
- changes in general economic conditions and specific economic conditions
in the computer and software industries.
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Any of the factors, some of which are discussed in more detail below, could
have a material adverse impact on our operations and financial results, and
consequently our stock price.
THE SIZE AND TIMING OF LARGE ORDERS MAY MATERIALLY AFFECT OUR QUARTERLY
OPERATING RESULTS
The size and timing of individual orders may cause our operating results to
fluctuate. The dollar amounts of large orders for our products have been
increasing, and therefore the operating results for a quarter could be
materially adversely affected if one or more large orders are either not
received or are delayed or deferred by customers. A significant portion of our
revenues in recent quarters has been derived from these relatively large sales
to a limited number of customers, and we currently anticipate that future
quarters will continue to reflect this trend. Sales cycles for these customers
can be up to six months or longer. In addition, customer order deferrals in
anticipation of new products may cause our operating results to fluctuate. Like
many software companies, we have generally recognized a substantial portion of
our revenues in the last month of each quarter, with these revenues concentrated
in the last weeks of the quarter. Accordingly, the cancellation or deferral of
even a small number of purchases of our products could have a material adverse
effect on our business, results of operations and financial condition in any
particular quarter. In addition, to the extent that significant sales occur
earlier than expected, operating results for subsequent quarters may fail to
keep pace or even decline.
WE HAVE BEEN SUED, AND ARE AT RISK OF FUTURE SECURITIES CLASS ACTION LITIGATION,
DUE TO OUR PAST AND EXPECTED STOCK PRICE VOLATILITY
In the past, securities class action litigation has often been brought
against a company following a decline in the market price of its securities. For
example, in December 1999 our stock price dramatically declined, and a number of
lawsuits were filed against us. See "Part II Other Information -- Item 1. Legal
Proceedings" for a description of these lawsuits. Because we expect our stock
price to continue to fluctuate significantly, we may be the target of similar
litigation in the future. This and other securities litigation could result in
substantial costs and divert management's attention and resources, and could
seriously harm our business.
OUR EXPENDITURES ARE TIED TO ANTICIPATED REVENUES, AND THEREFORE IMPRECISE
FORECASTS MAY RESULT IN POOR OPERATING RESULTS
Revenues are difficult to forecast because the market for search and
retrieval software is uncertain and evolving. Because we generally ship software
products within a short period after receipt of an order, we typically do not
have a material backlog of unfilled orders, and revenues in any quarter are
substantially dependent on orders booked in that quarter. In addition, a portion
of our revenues is derived from royalties based upon sales by third-party
vendors of products incorporating our technology. These revenues may be subject
to extreme fluctuation and are difficult for us to predict. Our expense levels
are based, in part, on our expectations as to future revenues and are to a large
extent fixed. Therefore, we may be unable to adjust spending in a timely manner
to compensate for any unexpected revenue shortfall. Any significant shortfall of
demand in relation to our expectations or any material delay of customer orders
would have an almost immediate adverse affect on our operating results and on
our ability to achieve profitability.
WE MUST SUCCESSFULLY INTRODUCE NEW PRODUCTS OR OUR CUSTOMERS WILL PURCHASE OUR
COMPETITORS PRODUCTS AND OUR BUSINESS WILL BE ADVERSELY AFFECTED
During the past few years, management and other personnel have focused on
modifying and enhancing our core technology to support a broader set of search
and retrieval solutions for use on enterprise-wide systems, over online
services, the Internet and on CD-ROM. In order for our strategy to succeed and
to remain competitive, we must leverage our core technology to develop new
product offerings by us and by our original equipment manufacturer, or OEM,
customers that address the needs of these new markets. These development efforts
are expensive. If these products do not generate substantial revenues, our
business and results of operations will be adversely affected. We cannot assure
you that such products will be successfully completed on a timely basis or at
all, will achieve market acceptance or will generate significant revenues.
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Our development efforts are focused on expanding our suite of products,
designing enhancements to our core technology and addressing additional
technical challenges inherent in integrating our products with those of our
strategic partners and developing new applications for enterprise, corporate
portals, e-commerce sites, online publishing and media sites, OEM and
sophisticated CD-ROM publishing markets. We plan to undertake development of
further enhancements of the search performance, scalability, functionality and
deployability of our products. We cannot assure you that these products will be
developed and released on a timely basis, or that these products will achieve
market acceptance.
Our future operating results will depend upon our ability to increase the
installed base of our information retrieval technology and to generate
significant product revenues from our core products. Our future operating
results will also depend upon our ability to successfully market our technology
to online and Internet publishers who use this technology to index their
published information in our format. To the extent that customers do not adopt
our technology for indexing their published information, users will be unable to
search such information using our search and retrieval products, which in turn
will limit the demand for our products.
WE FACE INTENSE COMPETITION FROM COMPANIES WITH SIGNIFICANTLY GREATER FINANCIAL,
TECHNICAL, AND MARKETING RESOURCES, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
MAINTAIN OR INCREASE SALES OF OUR PRODUCTS
The information retrieval software market is intensely competitive and we
cannot assure you that we will maintain our current position of market share. A
number of companies offer competitive products addressing the enterprise and
Internet markets. We compete with Dataware, Excalibur, Hummingbird/PC Docs/
Fulcrum, Infoseek, Inktomi, Lotus and Microsoft among others. We also compete
indirectly with database vendors, such as Oracle, that offer information search
and retrieval capabilities with their core database products and web platform
companies, such as Netscape.
In the future, we may encounter competition from a number of companies.
Many of our existing competitors, particularly Microsoft, as well as a number of
other potential new competitors, have significantly greater financial, technical
and marketing resources than we do. Because the success of our strategy is
dependent in part on the success of our strategic partners, competition between
our strategic partners and the strategic partners of our competitors, or failure
of our strategic partners to achieve or maintain market acceptance could have a
material adverse effect on our competitive position. Although we believe that
our products and technologies compete favorably with competitive products, we
cannot assure you that we will be able to compete successfully against our
current or future competitors or that competition will not have a material
adverse effect on our results of operations and financial condition.
WE RELY ON REGENT PACIFIC MANAGEMENT CORPORATION FOR THE MANAGEMENT OF VERITY,
AND THE LOSS OF THESE SERVICES COULD ADVERSELY AFFECT OUR BUSINESS
Regent Pacific Management Corporation, a management firm of which Gary J.
Sbona is chief executive officer, provides management services for our company.
The management services provided under our agreement with Regent Pacific include
the services of Mr. Sbona as chairman of the board and chief executive officer
of Verity, and at least four other Regent Pacific personnel as part of Verity's
management team. This agreement is due to expire on August 31, 2000 and may be
extended until February 2001 at the option of the board. This agreement may be
canceled at the option of the board after February 2000. If the agreement with
Regent Pacific were canceled or not renewed, the loss of the Regent Pacific
personnel could have a material adverse effect on our operations, especially
during the transition phase to new management. Similarly, if any adverse change
in Verity's relationship with Regent Pacific occurs, it could hinder
management's ability to direct our business and materially and adversely affect
our results of operations and financial condition.
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OUR BUSINESS MAY SUFFER DUE TO RISKS ASSOCIATED WITH INTERNATIONAL SALES
Historically, our foreign operations and export sales account for a
significant portion of our annual revenues. Our international business
activities are subject to a number of risks, each of which could impose
unexpected costs on us that would have an adverse effect on our operating
results. These risks include:
- difficulties in complying with regulatory requirements and standards;
- tariffs and other trade barriers;
- costs and risks of localizing products for foreign countries;
- reliance on third parties to distribute our products;
- longer accounts receivable payment cycles;
- potentially adverse tax consequences;
- limits on repatriation of earnings; and
- burdens of complying with a wide variety of foreign laws.
We currently engage in only limited hedging activities to protect against
the risk of currency fluctuations. Fluctuations in currency exchange rates could
cause sales denominated in U.S. dollars to become relatively more expensive to
customers in a particular country, leading to a reduction in sales or
profitability in that country. Also, these fluctuations could cause sales
denominated in foreign currencies to affect a reduction in the current U.S.
dollar revenues derived from sales in a particular country. Furthermore, future
international activity may result in increased foreign currency denominated
sales and, in such event, gains and losses on the conversion to U.S. dollars of
accounts receivable and accounts payable arising from international operations
may contribute significantly to fluctuations in our results of operations. The
financial stability of foreign markets could also affect our international
sales. In addition, revenues earned in various countries where we do business
may be subject to taxation by more than one jurisdiction, thereby adversely
affecting our earnings. We cannot assure you that such factors will not have an
adverse effect on the revenues from our future international sales and,
consequently, our results of operations.
Service and other revenues derived from foreign operations accounted for
6.1%, 6.4% and 8.3% of total revenues, respectively, in fiscal 1998, fiscal 1999
and the six months ended November 30, 1999. Our export sales consist primarily
of products licensed for delivery outside of the United States. In fiscal years
1998 and 1999 and the six months ended November 30, 1999, export sales accounted
for 26.6%, 27.1% and 18.1% of total revenues. We expect that revenues derived
from foreign operations and export sales will continue to account for a
significant percentage of our revenues for the foreseeable future. These
revenues may fluctuate significantly as a percentage of revenues from period to
period. In addition, a portion of these revenues was derived from sales to
foreign government agencies, which may be subject to risks similar to those
described immediately below.
A SIGNIFICANT PORTION OF OUR REVENUES IS DERIVED FROM SALES TO THE FEDERAL
GOVERNMENT WHICH ARE SUBJECT TO BUDGET CUTS AND, CONSEQUENTLY, THE POTENTIAL
LOSS OF REVENUES UPON WHICH WE HAVE HISTORICALLY RELIED
Revenues derived from sales to the federal government and its agencies were
9.0%, 8.1% and 12.1% of total revenues in fiscal years 1998 and 1999 and the six
months ended November 30, 1999, respectively. Future reductions in United States
spending on information technologies could have a material adverse effect on our
operating results. While sales to government agencies increased as a percentage
of revenues during the six months ended November 30, 1999, they may decline in
the future. In recent years, budgets of many government agencies have been
reduced, causing certain customers and potential customers of our products to
re-evaluate their needs. These budget reductions are expected to continue over
at least the next several years.
Almost all of our government contracts contain termination clauses, which
permit contract termination upon our default or at the option of the other
contracting party. We cannot assure you such a cancellation will not occur in
the future, and any termination would adversely affect our operating results.
18
<PAGE> 21
IF WE ARE UNABLE TO ENHANCE OUR EXISTING PRODUCTS AND DEVELOP NEW PRODUCTS TO
RESPOND TO OUR RAPIDLY CHANGING MARKETS, OUR PRODUCTS MAY BECOME OBSOLETE
The computer software industry is subject to rapid technological change,
changing customer requirements, frequent new product introductions, and evolving
industry standards that may render existing products and services obsolete. As a
result, our position in our existing markets or other markets that we may enter
could be eroded rapidly by product advancements by competitors. If we are unable
to develop and introduce products in a timely manner in response to changing
market conditions or customer requirements, our financial condition and results
of operations would be materially and adversely affected.
The life cycles of our products are difficult to estimate. Our future
success will depend upon our ability to enhance existing products and to develop
new products on a timely basis. In addition, our products must keep pace with
technological developments, conform to evolving industry standards, particularly
client/server and Internet communication and security protocols, as well as
publishing formats such as Hypertext Markup Language, or HTML, and Extensible
Markup Language, or XML, and address increasingly sophisticated customer needs.
We cannot assure you that we will not experience difficulties that could delay
or prevent the successful development, introduction and marketing of new
products, or that new products and product enhancements will meet the
requirements of the marketplace and achieve market acceptance.
We strive to achieve compatibility between our products and the text
publication formats we believe are or will become popular and widely adopted. We
invest substantial resources in development efforts aimed at achieving such
compatibility. Any failure by us to anticipate or respond adequately to
technology or market developments could result in a loss of competitiveness or
revenue. For instance, to date we have focused our efforts on integration with
the Adobe PDF and Lotus Notes environments and, more recently, the Microsoft
Exchange environment. Should any of these products or technologies lose or fail
to achieve acceptance in the marketplace or be replaced by other products or
technologies, our business could be materially and adversely affected.
We embed our basic search engine in key OEM application products and,
therefore, our sales of information retrieval products depend on our ability to
maintain compatibility with these OEM applications. We cannot assure you that we
will be able to maintain compatibility with these vendors' products or continue
to be the search technology of choice for OEMs. The failure to maintain
compatibility with or be selected by OEMs would materially and adversely affect
our sales. Further, the failure of the products of our key OEM partners to
achieve market acceptance could have a material adverse effect on our results of
operations.
OUR SOFTWARE PRODUCTS ARE COMPLEX AND MAY CONTAIN ERRORS THAT COULD DAMAGE OUR
REPUTATION AND
DECREASE SALES
Our complex software products may contain errors that may be detected at
any point in the products' life cycles. We have in the past discovered software
errors in some of our products and have experienced delays in shipment of
products during the period required to correct these errors. We cannot assure
you that, despite our testing and quality assurance efforts and similar efforts
by current and potential customers, errors will not be found. The discovery of
an error may result in loss of or delay in market acceptance and sales,
diversion of development resources, injury to our reputation, or increased
service and warranty costs, any of which could have a material adverse effect on
our business, results of operations and financial condition. Although we
generally attempt by contract to limit our exposure to incidental and
consequential damages, and to cap our liabilities to our proceeds under the
contract, if a court fails to enforce the liability limiting provisions of our
contracts for any reason, or if liabilities arise which are not effectively
limited, our operating results could be materially and adversely affected.
IF WE LOSE KEY PERSONNEL, OR ARE UNABLE TO ATTRACT ADDITIONAL QUALIFIED
PERSONNEL, OUR ABILITY TO CONDUCT AND GROW OUR BUSINESS WILL BE IMPAIRED
We believe that hiring and retaining qualified individuals at all levels is
essential to our success, and we cannot assure you that we will be successful in
attracting and retaining the necessary personnel. In addition, we are highly
dependent on our direct sales force for sales of our products as we have limited
distribution
19
<PAGE> 22
channels. Continuity of technical personnel is an important factor in the
successful completion of development projects, and any turnover of our research
and development personnel could materially and adversely impact our development
and marketing efforts.
Our future success also depends on our continuing ability to identify,
hire, train and retain other highly qualified sales, technical and managerial
personnel. Competition for this type of personnel is intense, and we cannot
assure you that we will be able to attract, assimilate or retain other highly
qualified technical and managerial personnel in the future. The inability to
attract, hire or retain the necessary sales, technical and managerial personnel
could have a material adverse effect upon our business, operating results and
financial condition.
OUR ABILITY TO COMPETE SUCCESSFULLY WILL DEPEND, IN PART, ON OUR ABILITY TO
PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH WE MAY NOT BE ABLE TO PROTECT
We rely on a combination of patent, trade secrets, copyright and trademark
laws, nondisclosure agreements and other contractual provisions and technical
measures to protect our intellectual property rights. The source code for our
proprietary software is protected both as a trade secret and as a copyrighted
work. Policing unauthorized use of our products, however, is difficult.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on our business, operating
results and financial condition regardless of the outcome of the litigation.
Effective copyright and trade secret protection may be unavailable or
limited in some foreign countries. To license our products, we frequently rely
on "shrink wrap" licenses that are not signed by the end user and, therefore,
may be unenforceable under the laws of several jurisdictions. In addition,
employees, consultants and others who participate in the development of our
products may breach their agreements with us regarding our intellectual
property, and we may not have adequate remedies for any such breach. We also
realize that our trade secrets may become known through other means not
currently foreseen by us. Notwithstanding our efforts to protect our
intellectual property, our competitors may be able to develop products that are
equal or superior to our products without infringing on any of our intellectual
property rights.
OUR PRODUCTS EMPLOY TECHNOLOGY THAT MAY INFRINGE ON THE PROPRIETARY RIGHTS OF
THIRD PARTIES, WHICH MAY EXPOSE US TO LITIGATION
Third parties may assert that our products infringe their proprietary
rights, or may assert claims for indemnification resulting from infringement
claims against us. Any such claims may cause us to delay or cancel shipment of
our products which could materially adversely affect our business, financial
condition and results of operations. In addition, irrespective of the validity
or the successful assertion of such claims, we could incur significant costs in
defending against such claims.
WE ARE DEPENDENT ON PROPRIETARY TECHNOLOGY LICENSED FROM THIRD PARTIES, THE LOSS
OF WHICH COULD DELAY SHIPMENTS OF PRODUCTS INCORPORATING THIS TECHNOLOGY AND
COULD BE COSTLY
Some of the technology used by our products is licensed from third parties,
generally on a nonexclusive basis. We believe that there are alternative sources
for each of the material components of technology we license from third parties.
However, the termination of any of these licenses, or the failure of the
third-party licensors to adequately maintain or update their products, could
result in delay in our ability to ship these products while we seek to implement
technology offered by alternative sources. Any required replacement licenses
could prove costly. Also, any delay, to the extent it becomes extended or occurs
at or near the end of a fiscal quarter, could result in a material adverse
effect on our quarterly results of operations. While it may be necessary or
desirable in the future to obtain other licenses relating to one or more of our
products or relating to current or future technologies, we cannot assure you
that we will be able to do so on commercially reasonable terms or at all.
20
<PAGE> 23
POTENTIAL ACQUISITIONS MAY HAVE UNEXPECTED CONSEQUENCES OR IMPOSE ADDITIONAL
COSTS ON US
Our business is highly competitive and our growth is dependent upon market
growth and our ability to enhance our existing products and introduce new
products on a timely basis. One of the ways we will address the need to develop
new products is through acquisitions of complementary businesses and
technologies. From time to time, we have considered and evaluated potential
business combinations both involving our acquisition of another company and
transactions involving the sale of Verity through, among other things, a
possible merger or consolidation of our business into that of another entity. We
may engage in discussions relating to these types of transactions in the future.
Acquisitions involve numerous risks, including the following:
- difficulties in integration of the operations, technologies, and products
of the acquired companies;
- the risk of diverting management's attention from normal daily operations
of the business;
- accounting consequences, including changes in purchased research and
development expenses, resulting in variability in our quarterly earnings;
- potential difficulties in completing projects associated with purchased
in process research and development;
- risks of entering markets in which we have no or limited direct prior
experience and where competitors in such markets have stronger market
positions;
- the potential loss of key employees of the acquired company; and
- the assumption of unforeseen liabilities of the acquired company.
We cannot assure you that our previous or future acquisitions will be
successful and will not adversely affect our financial condition or results of
operations. In fiscal 1997, we experienced difficulties in integrating and
leveraging our acquisitions of Cognisoft Corporation and 64K Incorporated. We
must also maintain our ability to manage any such growth effectively. Failure to
manage growth effectively and successfully integrate acquisitions we make could
harm our business and operating results.
RISKS RELATED TO OUR INDUSTRY
WE DEPEND ON INCREASING USE OF THE INTERNET, INTRANETS, EXTRANETS AND ON THE
GROWTH OF ELECTRONIC COMMERCE. IF THE USE OF THE INTERNET, INTRANETS, EXTRANETS
AND ELECTRONIC COMMERCE DO NOT GROW AS ANTICIPATED, OUR BUSINESS WILL BE
SERIOUSLY HARMED
The products of most of our customers depend on the increased acceptance
and use of the Internet as a medium of commerce and on the development of
corporate Intranets and extranets. As a result, acceptance and use may not
continue to develop at historical rates and a sufficiently broad base of
business customers may not adopt or continue to use the Internet as a medium of
commerce. The lack of such development would impair demand for our products and
would adversely affect our ability to sell our products. Demand and market
acceptance for recently introduced services and products over the Internet and
the development of corporate intranets and extranets are subject to a high level
of uncertainty, and there exist few proven services and products.
The business of most of our customers would be seriously harmed if:
- use of the Internet, the Web and other online services does not continue
to increase or increases more slowly than expected;
- the infrastructure for the Internet, the Web and other online services
does not effectively support expansion that may occur; or
- the Internet, the Web and other online services do not create a viable
commercial marketplace, inhibiting the development of electronic commerce
and reducing the need for our products and services.
21
<PAGE> 24
CAPACITY CONSTRAINTS MAY RESTRICT THE USE OF THE INTERNET AS A COMMERCIAL
MARKETPLACE, WHICH WOULD RESTRICT OUR GROWTH
The Internet may not be accepted as a viable long-term commercial
marketplace for a number of reasons. These include:
- potentially inadequate development of the necessary communication and
network infrastructure, particularly if rapid growth of the Internet
continues;
- delayed development of enabling technologies and performance
improvements;
- delays in the development or adoption of new standards and protocols; and
- increased governmental regulation.
Our ability to grow our business is dependent on the growth of the Internet
and, consequently, any such adverse events would impair our ability to grow our
business.
SECURITY RISKS AND CONCERNS MAY DETER THE USE OF THE INTERNET FOR CONDUCTING
ELECTRONIC COMMERCE, WHICH WOULD ADVERSELY AFFECT THE DEMAND FOR OUR PRODUCTS
A significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. Advances
in computer capabilities, new discoveries in the field of cryptography or other
events or developments could result in compromises or breaches of our security
systems or those of other web sites to protect proprietary information. If any
well-publicized compromises of security were to occur, it could have the effect
of substantially reducing the use of the Internet for commerce and
communications, resulting in reduced demand for our products, thus adversely
affecting our revenues.
SECURITY RISKS EXPOSE US TO ADDITIONAL COSTS AND TO LITIGATION
Anyone who circumvents our security measures could misappropriate
proprietary information or cause interruptions in our services or operations.
The Internet is a public network, and data is sent over this network from many
sources. In the past, computer viruses, software programs that disable or impair
computers, have been distributed and have rapidly spread over the Internet. We
may be required to expend significant capital and other resources to protect
against the threat of security breaches or to alleviate problems caused by
breaches. To the extent that our activities may involve the storage and
transmission of proprietary information, such as credit card numbers, security
breaches could expose us to a risk of loss or litigation and possible liability.
Our security measures may be inadequate to prevent security breaches, and our
business would be harmed if we do not prevent them.
OUR OR THIRD PARTIES' COMPUTER SYSTEMS MAY FAIL IN THE YEAR 2000, WHICH WOULD
DELAY OUR PRODUCT DEVELOPMENT AND THE SALE OF OUR PRODUCTS
Failure of our computer systems could adversely affect our product
development processes and/or our ability to cost-effectively manage Verity
during the time required to fix such problems. In addition, computer failures
could cause our customers to postpone or cancel orders for our products. We are
currently assessing the readiness of our computer systems and those of our major
customers to handle dates beyond the year 1999. Unforeseen problems in our own
computers and embedded systems and from customers, suppliers and other
organizations with which we conduct transactions worldwide may arise. These
statements constitute year 2000 disclosures under federal law.
22
<PAGE> 25
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
THE MARKET PRICE OF OUR COMMON STOCK WILL FLUCTUATE AND YOU MAY LOSE ALL OR PART
OF YOUR INVESTMENT
Our common stock is quoted for trading on the Nasdaq National Market. The
market price for our common stock may continue to be highly volatile for a
number of reasons including:
- future announcements concerning Verity or its competitors;
- quarterly variations in operating results;
- announcements of technological innovations;
- the introduction of new products or changes in product pricing policies
by us or competitors;
- proprietary rights or other litigation; and
- changes in earnings estimates by analysts or other factors.
In addition, stock prices for many technology companies fluctuate widely
for reasons, which may be unrelated to operating results. These fluctuations, as
well as general economic, market and political conditions such as recessions or
military conflicts may materially and adversely affect the market price of our
common stock.
WE HAVE IMPLEMENTED CERTAIN ANTI-TAKEOVER PROVISIONS THAT MAY PREVENT OR DELAY
AN ACQUISITION OF VERITY THAT MIGHT BE BENEFICIAL TO OUR STOCKHOLDERS
Provisions of our certificate of incorporation and bylaws, as well as
provisions of Delaware law, could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders. These
provisions include:
- establishment of a classified board of directors such that not all
members of the board may be elected at one time;
- the ability of the board of directors to issue without stockholder
approval up to 1,999,995 shares of preferred stock to increase the number
of outstanding shares and thwart a takeover attempt;
- no provision for cumulative voting in the election of directors, which
would otherwise allow less than a majority of stockholders to elect
director candidates;
- limitations on who may call special meetings of stockholders;
- prohibiting stockholder action by written consent, thereby requiring all
stockholder actions to be taken at a meeting of our stockholders; and
- establishing advance notice requirements for nominations for election to
the board of directors or for proposing matters that can be acted upon by
stockholders at stockholder meetings.
In September 1996, our Board of Directors adopted a Share Purchase Rights
Plan, commonly referred to as a "poison pill." In addition, the anti-takeover
provisions of Section 203 of the Delaware General Corporations Law and the terms
of our stock option plan may discourage, delay or prevent a change in control of
Verity. On July 28, 1999, our Board of Directors approved an amendment of our
Stockholders Rights Plan. This amendment is intended as a means to guard against
abusive takeover tactics and is not in response to any particular proposal. The
amendment is aimed to discourage acquisitions of more than 15 percent of the
Verity's common stock without negotiations with the Board of Directors. In
addition, in July and September 1999, our Board of Directors and shareholders,
respectively, approved an amendment to our certificate of incorporation
increasing the number of shares of authorized common stock from 30,000,000
shares to 100,000,000 shares. The Board of Directors could sell these shares
strategically to approve a hostile takeover, for example by selling them in a
private transaction to investors who would oppose a takeover or favor the
current Directors, or could be issued in connection with our "poison pill."
23
<PAGE> 26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk. The primary objective of our investment activities is
to preserve the principal while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, we maintain our
portfolio of cash equivalents and investments in a variety of securities,
including both government and corporate obligations and money market funds. As
of November 30, 1999, approximately 87% of our total portfolio matures in one
year or less, with the remainder maturing in less than two years. We do not use
derivative financial instruments in our investment portfolio. We place our
investments with high credit quality issuers and, by policy, limit the amount of
credit exposure to any one issuer.
The following table presents the amounts of our cash equivalents and
investments that are subject to interest rate risk by year of expected maturity
and average interest rates as of November 30, 1999:
<TABLE>
<CAPTION>
FY2000 FY2001 TOTAL FAIR VALUE
-------- ------- -------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash equivalents......................... $ 7,255 -- $ 7,255 $ 7,255
Average interest rate.................... 2.5%
Short-term investments................... $101,797 -- $101,797 $101,797
Average interest rate.................... 5.9%
Long-term investments.................... -- $16,870 $ 16,870 $ 16,870
Average interest rates................... -- 5.8%
</TABLE>
Foreign Currency Risk. We transact business in various foreign currencies,
including the British pound, the German mark, the Dutch guilder and the French
Franc. We have established a foreign currency hedging program utilizing foreign
currency forward exchange contracts to hedge certain sales contracts denominated
in foreign currency. Under this program, fluctuations in foreign currencies
during the period from the signing of the contract until payment are partially
offset by realized gains and losses on the hedging instruments. The goal of this
hedging program is to lock in exchange rates on our sales contracts denominated
in foreign currencies. The notional amount of hedged contracts and the estimated
fair value are not material.
24
<PAGE> 27
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In December 1999, a number of complaints were filed in the United States
District Court for Northern District of California seeking an unspecified amount
of damages on behalf of an alleged class of persons who purchased shares of the
Company's common stock during the period between December 1 and December 14,
1999. The complaints name as defendants the Company and certain of its directors
and officers, asserting that they violated federal securities laws by
misrepresenting Verity's business and earnings growth ability to continue to
achieve profitable growth, and failing to disclose certain information about the
Company's business. While management intends to defend the actions against the
Company vigorously, there can be no assurance that an adverse result or
settlement with regards to these lawsuits would not have a material adverse
effect on the Company's financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on September 21,
1999, which was continued to September 27, 1999. Proxies for the meeting were
solicited pursuant to Regulation 14A. At the meeting, management's nominees for
two director positions and five other proposals were submitted to the
stockholders of the Company. The share amounts have not been adjusted to reflect
the two-for-one stock split effected as a stock dividend that was paid December
3, 1999 to Verity stockholders of record on November 17, 1999. Management's
nominees for director were elected by the following vote:
<TABLE>
<CAPTION>
SHARES
----------------------
NOMINEE VOTING FOR WITHHELD
------- ---------- --------
<S> <C> <C>
Steven M. Krausz...................................... 11,463,152 562,078
Charles P. Waite...................................... 11,459,253 565,977
</TABLE>
Gary J. Sbona, Steven M. Krausz, Charles P. Waite, Jr. and Stephen A.
MacDonald continued to serve as directors of the Company after the annual
meeting. Mr. Sbona will continue to serve as the Chairman of the Board until the
Annual Meeting of Stockholders to be held in 2001. Mr. MacDonald will continue
to serve until the Annual Meeting of Stockholders to be held in 2000, and Mr.
Krausz and Mr. Waite will continue to serve until the Annual Meeting of
Stockholders to be held in 2002.
A second proposal to approve an amendment to the Company's Certificate of
Incorporation to increase the authorized number of shares of common stock from
30,000,000 to 100,000,000 shares was submitted to a vote of the stockholders of
the Company. The proposal was approved by the following vote:
<TABLE>
<CAPTION>
FOR THE PROPOSAL AGAINST THE PROPOSAL ABSTENTIONS BROKER NON-VOTES
- ---------------- -------------------- ----------- ----------------
<S> <C> <C> <C>
6,821,195 5,150,310 53,725 N/A
</TABLE>
A third proposal to approve the Company's 1995 Employee Stock Purchase
Plan, as amended, to increase the aggregate number of shares of common stock
authorized for issuance under such plan from 1,300,000 to 2,000,000 shares was
submitted to a vote of the stockholders of the Company. The proposal was
approved by the following vote:
<TABLE>
<CAPTION>
FOR THE PROPOSAL AGAINST THE PROPOSAL ABSTENTIONS BROKER NON-VOTES
- ---------------- -------------------- ----------- ----------------
<S> <C> <C> <C>
9,501,070 747,475 39,375 1,737,310
</TABLE>
25
<PAGE> 28
A fourth proposal to approve the Company's 1995 Stock Option Plan, as
amended, to increase the aggregate number of shares of common stock authorized
for issuance under such plan from 4,060,836 to 5,060,836 shares was submitted to
a vote of the stockholders of the Company. The proposal was approved by the
following vote:
<TABLE>
<CAPTION>
FOR THE PROPOSAL AGAINST THE PROPOSAL ABSTENTIONS BROKER NON-VOTES
- ---------------- -------------------- ----------- ----------------
<S> <C> <C> <C>
5,426,423 5,046,743 70,054 1,482,010
</TABLE>
A fifth proposal to approve the Company's 1995 Outside Directors Stock
Option Plan, as amended, to increase the aggregate number of shares of common
stock authorized for issuance under such plan from 200,000 to 500,000 shares,
and to increase the annual grant size from 5,000 shares to 20,000 shares was
submitted to a vote of the stockholders of the Company. The proposal was
approved by the following vote:
<TABLE>
<CAPTION>
FOR THE PROPOSAL AGAINST THE PROPOSAL ABSTENTIONS BROKER NON-VOTES
- ---------------- -------------------- ----------- ----------------
<S> <C> <C> <C>
5,591,743 4,660,057 64,677 1,708,753
</TABLE>
A final proposal to ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the Company for its fiscal year ending May 31, 2000
was also submitted to a vote of the stockholders of the Company. The proposal
was approved by the following vote:
<TABLE>
<CAPTION>
FOR THE PROPOSAL AGAINST THE PROPOSAL ABSTENTIONS BROKER NON-VOTES
- ---------------- -------------------- ----------- ----------------
<S> <C> <C> <C>
11,971,949 11,887 41,394 N/A
</TABLE>
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits -- See Exhibit Index
B. Reports on Form 8-K
On July 29, 1999, the Company filed a Form 8-K with the Securities and
Exchange Commission reporting an amendment to the Company's Shareholders Right
Agreement.
26
<PAGE> 29
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VERITY, INC.
By: /s/ TODD K. YAMAMI
------------------------------------
Todd K. Yamami
Corporate Controller
(Principal Accounting Officer)
Dated: January 14, 2000
27
<PAGE> 30
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
2.1 Form of Agreement and Plan of Merger between Verity, Inc., a
California corporation, and Verity Delaware Corporation, a
Delaware corporation, filed September 22, 1995.(1)
3.1 Certificate of Incorporation of the Company. Reference is
made to Section 2 of Exhibit 2.1.
3.2 By-Laws.(1)
3.3 Certificate of Retirement of Series of Preferred Stock.(2)
3.4 Certificate of Designation, Preferences and Rights of Series
A Preferred Stock.(2)
3.5 Certificate of Amendment of Certificate of Incorporation of
Verity, Inc., dated September 21, 1999 and filed with the
Secretary of State of the State of Delaware.
4.1 Amended and Restated Rights Agreement dated August 1, 1995,
as amended.(1)
4.2 Form of Rights Agreement between Verity, Inc. and First
National Bank of Boston dated September 18, 1996.(3)
4.3 First Amendment to Rights Agreement dated as of July 23,
1999 among Verity, Inc. and BankBoston, N.A.(4)
27.1 Financial Data Schedule.
</TABLE>
- ---------------
(1) Incorporated by reference from the exhibits with corresponding numbers from
the Company's Registration Statement (No. 33-96228), declared effective on
October 5, 1995.
(2) Incorporated by reference from the exhibits with corresponding numbers from
the Company's Form 10-Q for the quarter ended August 31, 1996.
(3) Incorporated by reference from Exhibit No. 1 to the Company's Form 8-K as
filed with the Securities and Exchange Commission on October 10, 1996.
(4) Incorporated by reference to Exhibit 99.2 from the Company's Current Report
on Form 8-K filed on July 29, 1999.
28
<PAGE> 1
Exhibit 3.5
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
VERITY, INC.
Gary J. Sbona hereby certifies that:
ONE: The original name of this corporation (the "Corporation") was Verity
Delaware Corporation and the date of filing the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware is June 28, 1995.
TWO: He is the duly elected and acting President and Chief Executive
Officer of the Corporation.
THREE: Article FOURTH, Paragraph 1 of the Corporation's Certificate of
Incorporation is amended to read in its entirety as follows:
"The Corporation is authorized to issue two classes of shares to be
designated respectively Preferred Stock, having a par value of $0.001 per share
("Preferred"), and Common Stock, having a par value of $0.001 per share
("Common"). The total number of shares of Preferred this Corporation shall have
authority to issue is 1,999,995, and the total number of shares of Common this
Corporation shall have authority to issue is 100,000,000."
FOUR: The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted by the Board of Directors of the Corporation, and
approved by the Stockholders in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, VERITY, INC. has caused this Certificate of Amendment
of Certificate of Incorporation to be signed by its Chief Executive Officer in
Sunnyvale, California this September 21, 1999.
VERITY, INC.
By: /s/ Gary J. Sbona
-------------------------------------
GARY J. SBONA
Chief Executive Officer
1.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINING SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT NOVEMBER 30, 1999 (UNAUDITED) AND THE
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999
(UNAUDITED) IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-START> JUN-01-1999
<PERIOD-END> NOV-30-1999
<CASH> 7,255
<SECURITIES> 101,797
<RECEIVABLES> 13,906
<ALLOWANCES> 852
<INVENTORY> 0
<CURRENT-ASSETS> 125,576
<PP&E> 19,323
<DEPRECIATION> 14,007
<TOTAL-ASSETS> 147,996
<CURRENT-LIABILITIES> 20,817
<BONDS> 0
0
0
<COMMON> 31
<OTHER-SE> 127,148
<TOTAL-LIABILITY-AND-EQUITY> 147,996
<SALES> 24,567
<TOTAL-REVENUES> 36,482
<CGS> 317
<TOTAL-COSTS> 4,227
<OTHER-EXPENSES> 27,424
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> 6,950
<INCOME-TAX> 300
<INCOME-CONTINUING> 6,650
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,650
<EPS-BASIC> 0.23
<EPS-DILUTED> 0.20
</TABLE>
